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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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Quarterly Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934For the Quarter Ended September 30, 2002
Commission File No. 0-19893

Alpha Pro Tech, Ltd.(exact name of registrant as specified in its charter)

Delaware, U.S.A.(State or other jurisdiction
of incorporation)

63-1009183(I.R.S. Employer
Identification No.)Suite 112, 60 Centurian Drive
Markham, Ontario, Canada(Address of principal executive offices)

L3R 9R2(Zip Code)


Registrant's telephone number, including area code:(905) 479-0654

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days. Yes ý    No o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of November 5, 2002

Common stock, $.01 par value

22,837,734


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Alpha Pro Tech, Ltd.

Table of Contents

|                                 |                                                                                                                 | Page No.                                                                                                                                     
|-------------------------------- | --------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|PART I.    FINANCIAL INFORMATION |                                                                                                                 |                                                                                                                                              
|                                 | ITEM 1    Consolidated Financial Statements                                                                     |                                                                                                                                              
|                                 |                                                                                                                 | a)    Consolidated Balance SheetsSeptember 30, 2002 (unaudited) and
        December 31, 2001                                               
|                                 |                                                                                                                 | b)    Consolidated Statements of Operations (unaudited) for the three and nine
        months ended September 30, 2002 and September 30, 2001
|                                 |                                                                                                                 | c)    Consolidated Statement of Shareholders' Equity (unaudited) for the nine months
        ended September 30, 2002                        
|                                 |                                                                                                                 | d)    Consolidated Statements of Cash Flows (unaudited) for the nine months ended
        September 30, 2002 and September 30, 2001          
|                                 |                                                                                                                 | e)    Notes to Consolidated Financial Statements (unaudited)                                                                                 
|                                 | ITEM 2    Management's Discussion and Analysis of Financial Condition and
                Results of Operations |                                                                                                                                              
|PART II.    OTHER INFORMATION    |                                                                                                                 |                                                                                                                                              
|                                 | ITEM 6    Exhibits and Reports on Form 8-K                                                                      |                                                                                                                                              
|                                 |                                                                                                                 | Exhibit 99.1:    Certification by CEO (annexed hereto)                                                                                       
|                                 |                                                                                                                 | Exhibit 99.2:    Certification by CFO (annexed hereto)                                                                                       
|                                 |                                                                                                                 | Reports on Form 8-K:    none                                                                                                                 
|SIGNATURES                       |                                                                                                                 | 13                                                                                                                                           
|Certifications                   |                                                                                                                 | 14-15                                                                                                                                        
|Exhibits                         |                                                                                                                 | 16-17                                                                                                                                        

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PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

Alpha Pro Tech, Ltd.  Consolidated Balance Sheets

|                                     |                                                                                                                                                                 | September 30,
2002         |            | December 31,
2001 |          
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | ----------------- | ---------
|
|Assets                               |                                                                                                                                                                 |                            |            |                   |          
|Current assets:                      |                                                                                                                                                                 |                            |            |                   |          
|                                     | Cash and cash equivalents                                                                                                                                       |                            | $          | 2,243,000         |          
|                                     | Accounts receivable, net of allowance for doubtful accounts of $34,000 at September 30, 2002 and December 31, 2001                                              |                            |            | 2,245,000         |          
|                                     | Inventories, net                                                                                                                                                |                            |            | 4,071,000         |          
|                                     | Prepaid expenses and other current assets                                                                                                                       |                            |            | 496,000           |          
|                                     | Deferred income taxes                                                                                                                                           |                            |            | 467,000           |          
|                                     |                                                                                                                                                                 |                            |            |                   |          
|                                     |                                                                                                                                                                 | Total current assets       |            |                   | 9,522,000
|Property and equipment, net          |                                                                                                                                                                 |                            | 3,359,000  |                   |          
|Intangible assets, net               |                                                                                                                                                                 |                            | 185,000    |                   |          
|Notes receivable and other assets    |                                                                                                                                                                 |                            | 60,000     |                   |          
|                                     |                                                                                                                                                                 |                            |            |                   |          
|                                     |                                                                                                                                                                 | $                          | 13,126,000 |                   | $        
|                                     |                                                                                                                                                                 |                            |            |                   |          
|Liabilities and Shareholders' Equity |                                                                                                                                                                 |                            |            |                   |          
|Current liabilities:                 |                                                                                                                                                                 |                            |            |                   |          
|                                     | Accounts payable                                                                                                                                                |                            | $          | 761,000           |          
|                                     | Accrued liabilities                                                                                                                                             |                            |            | 1,435,000         |          
|                                     | Notes payable, current portion                                                                                                                                  |                            |            | 141,000           |          
|                                     | Capital leases, current portion                                                                                                                                 |                            |            | 1,000             |          
|                                     |                                                                                                                                                                 |                            |            |                   |          
|                                     |                                                                                                                                                                 | Total current liabilities  |            |                   | 2,338,000
|Notes payable, less current portion  |                                                                                                                                                                 |                            | 318,000    |                   |          
|Deferred income taxes                |                                                                                                                                                                 |                            | 551,000    |                   |          
|                                     |                                                                                                                                                                 |                            |            |                   |          
|                                     |                                                                                                                                                                 | Total liabilities          |            |                   | 3,207,000
|                                     |                                                                                                                                                                 |                            |            |                   |          
|Shareholders' Equity:                |                                                                                                                                                                 |                            |            |                   |          
|                                     | Common stock, $.01 par value, 50,000,000 shares authorized, 23,051,307 and 23,546,809 shares issued and outstanding at September 30, 2002 and December 31, 2001 |                            |            | 230,000           |          
|                                     | Additional paid-in capital                                                                                                                                      |                            |            | 23,489,000        |          
|                                     | Accumulated deficit                                                                                                                                             |                            |            | (13,800,000       | )        
|                                     |                                                                                                                                                                 |                            |            |                   |          
|                                     |                                                                                                                                                                 | Total shareholders' equity |            |                   | 9,919,000
|                                     |                                                                                                                                                                 |                            |            |                   |          
|                                     |                                                                                                                                                                 | $                          | 13,126,000 |                   | $        
|                                     |                                                                                                                                                                 |                            |            |                   |          

The
accompanying notes are an integral part of these consolidated financial statements.

1

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Alpha Pro Tech, Ltd.        Consolidated Statements of Operations (Unaudited)

|                                                            |                                     | For the Three Months Ended
September 30, |            | For the Nine Months Ended
September 30,
|----------------------------------------------------------- | ----------------------------------- | ---------------------------------------- | ---------- | ---------------------------------------
|
|Sales                                                       |                                     | $                                        | 5,013,000  |                                        
|Cost of goods sold, excluding depreciation and amortization |                                     |                                          | 2,480,000  |                                        
|                                                            |                                     |                                          |            |                                        
|Gross margin                                                |                                     |                                          | 2,533,000  |                                        
|Expenses:                                                   |                                     |                                          |            |                                        
|                                                            | Selling, general and administrative |                                          |            | 1,869,000                              
|                                                            | Depreciation and amortization       |                                          |            | 112,000                                
|                                                            |                                     |                                          |            |                                        
|Income from operations                                      |                                     |                                          | 552,000    |                                        
|Interest expense, net                                       |                                     |                                          | 10,000     |                                        
|                                                            |                                     |                                          |            |                                        
|Income before provision for income taxes                    |                                     |                                          | 542,000    |                                        
|Provision for income taxes                                  |                                     |                                          | 180,000    |                                        
|                                                            |                                     |                                          |            |                                        
|Net income                                                  |                                     | $                                        | 362,000    |                                        
|                                                            |                                     |                                          |            |                                        
|Basic income per share                                      |                                     | $                                        | 0.02       |                                        
|                                                            |                                     |                                          |            |                                        
|Diluted income per share                                    |                                     | $                                        | 0.02       |                                        
|                                                            |                                     |                                          |            |                                        
|Basic weighted average shares outstanding                   |                                     |                                          | 23,147,571 |                                        
|                                                            |                                     |                                          |            |                                        
|Diluted weighted average shares outstanding                 |                                     |                                          | 23,512,912 |                                        
|                                                            |                                     |                                          |            |                                        

The
accompanying notes are an integral part of these consolidated financial statements.

2

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Alpha Pro Tech, Ltd.        Consolidated Statement of Shareholders' Equity (Unaudited)        For the Nine Months Ended September 30, 2002

|                              |  | Shares     |   | Common
Stock |         | Additional
Paid-in Capital |   | Accumulated
Deficit |   | Total |           
|----------------------------- |  | ---------- | - | ------------ | ------- | -------------------------- | - | ------------------- | - | ----- | ----------
|Balance at December 31, 2001  |  | 23,546,809 |   | $            | 235,000 |                            | $ | 23,920,000          |   | ($    | 15,251,000
|Repurchased/cancel            |  | (505,502   | ) |              | (5,000  | )                          |   | (438,000            | ) |       |           
|Options exercised             |  | 10,000     |   |              |         |                            |   | 7,000               |   |       |           
|Net Income                    |  |            |   |              |         |                            |   |                     |   |       | 1,451,000 
|                              |  |            |   |              |         |                            |   |                     |   |       |           
|Balance at September 30, 2002 |  | 23,051,307 |   | $            | 230,000 |                            | $ | 23,489,000          |   | ($    | 13,800,000
|                              |  |            |   |              |         |                            |   |                     |   |       |           

The
accompanying notes are an integral part of these consolidated financial statements.

3

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Alpha Pro Tech, Ltd.        Consolidated Statements of Cash Flows (Unaudited)

|                                                                                  |                                         | For the nine months ended
September 30,  |          
|--------------------------------------------------------------------------------- | --------------------------------------- | ---------------------------------------- | ---------
|
|Cash Flows From Operating Activities:                                             |                                         |                                          |          
|Net income                                                                        |                                         | $                                        | 1,451,000
|Adjustments to reconcile net income to net cash provided by operating activities: |                                         |                                          |          
|                                                                                  | Depreciation and amortization           |                                          |          
|                                                                                  | Changes in assets and liabilities:      |                                          |          
|                                                                                  |                                         | Accounts receivable, net                 |          
|                                                                                  |                                         | Inventories, net                         |          
|                                                                                  |                                         | Prepaid expenses and other assets        |          
|                                                                                  |                                         | Accounts payable and accrued liabilities |          
|                                                                                  |                                         |                                          |          
|Net cash provided by operating activities:                                        |                                         |                                          | 1,961,000
|                                                                                  |                                         |                                          |          
|Cash Flows From Investing Activities:                                             |                                         |                                          |          
|                                                                                  | Purchase of property and equipment      |                                          |          
|                                                                                  | Purchase of intangible assets           |                                          |          
|                                                                                  |                                         |                                          |          
|Net cash used in investing activities                                             |                                         |                                          | (150,000 
|                                                                                  |                                         |                                          |          
|Cash Flows From Financing Activities:                                             |                                         |                                          |          
|                                                                                  | Proceeds from notes payable             |                                          |          
|                                                                                  | Payments on notes payable               |                                          |          
|                                                                                  | Principal payments on capital leases    |                                          |          
|                                                                                  | Proceeds from exercise of stock options |                                          |          
|                                                                                  | Payments for repurchase of common stock |                                          |          
|                                                                                  |                                         |                                          |          
|Net cash provided by/(used in) financing activities                               |                                         |                                          | (940,000 
|                                                                                  |                                         |                                          |          
|Increase/(decrease) in cash during the period                                     |                                         |                                          | 871,000  
|Cash and cash equivalents, beginning of period                                    |                                         | $                                        | 1,372,000
|                                                                                  |                                         |                                          |          
|Cash and cash equivalents, end of period                                          |                                         | $                                        | 2,243,000
|                                                                                  |                                         |                                          |          

The
accompanying notes are an integral part of these consolidated financial statements

4

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Alpha Pro Tech, Ltd.
Notes to Consolidated Financial Statements (Unaudited)





| |                               |  | September 30, 2002 |           | December 31, 2001 |  
| | ----------------------------- |  | ------------------ | --------- | ----------------- | -
| | Raw materials                 |  | $                  | 1,852,000 |                   | $
| | Work in process               |  |                    | 127,000   |                   |  
| | Finished goods                |  |                    | 2,404,000 |                   |  
| |                               |  |                    |           |                   |  
| |                               |  |                    | 4,383,000 |                   |  
| | Less reserve for obsolescence |  |                    | (312,000  | )                 |  
| |                               |  |                    |           |                   |  
| |                               |  | $                  | 4,071,000 |                   | $
| |                               |  |                    |           |                   |  



5

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Alpha Pro Tech, Ltd.
Notes to Consolidated Financial Statements (Unaudited)

| |                           |  | September 30, 2002 |           | December 31, 2001
| | ------------------------- |  | ------------------ | --------- | -----------------
| | Income taxes              |  | $                  | 719,000   |                  
| | Payroll and payroll taxes |  |                    | 548,000   |                  
| | Other                     |  |                    | 168,000   |                  
| |                           |  |                    |           |                  
| |                           |  | $                  | 1,435,000 |                  
| |                           |  |                    |           |                  



| |  |                                                    |  | For the Three Months Ended
September 30, |            | For the Nine Months Ended
September 30,
| |  | -------------------------------------------------- |  | ---------------------------------------- | ---------- | ---------------------------------------
|
| |  | Net income (Numerator)                             |  | $                                        | 362,000    |                                        
| |  | Shares (Denominator):                              |  |                                          |            |                                        
| |  | Basic weighted average shares outstanding          |  |                                          | 23,147,571 |                                        
| |  | Add: Dilutive effect of stock options and warrants |  |                                          | 365,341    |                                        
| |  |                                                    |  |                                          |            |                                        
| |  | Diluted weighted average shares outstanding        |  |                                          | 23,512,912 |                                        
| |  |                                                    |  |                                          |            |                                        
| |  | Net income per share:                              |  |                                          |            |                                        
| |  | Basic                                              |  | $                                        | 0.02       |                                        
| |  | Diluted                                            |  | $                                        | 0.02       |                                        

6

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Alpha Pro Tech, Ltd.
Notes to Consolidated Financial Statements (Unaudited)



| |                              |  | For the Three Months Ended
September 30, |           | For the Nine Months Ended
September 30,
| | ---------------------------- |  | ---------------------------------------- | --------- | ---------------------------------------
|
| | Apparel                      |  | $                                        | 3,425,000 |                                        
| | Mask and eye shield          |  |                                          | 1,160,000 |                                        
| | Fleece                       |  |                                          | 428,000   |                                        
| |                              |  |                                          |           |                                        
| | Consolidated total net sales |  | $                                        | 5,013,000 |                                        
| |                              |  |                                          |           |                                        



| |                                         |  | For the Three Months Ended
September 30, |           | For the Nine Months Ended
September 30, |  
| | --------------------------------------- |  | ---------------------------------------- | --------- | --------------------------------------- | -
|
| | Apparel                                 |  | $                                        | 1,054,000 |                                         | $
| | Mask and Shield                         |  |                                          | 427,000   |                                         |  
| | Fleece                                  |  |                                          | 60,000    |                                         |  
| |                                         |  |                                          |           |                                         |  
| | Total segment net income                |  |                                          | 1,541,000 |                                         |  
| | Unallocated corporate overhead expenses |  |                                          | (999,000  | )                                       |  
| | Provision for income taxes              |  |                                          | (180,000  | )                                       |  
| |                                         |  |                                          |           |                                         |  
| | Consolidated net income                 |  | $                                        | 362,000   |                                         | $
| |                                         |  |                                          |           |                                         |  

7

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
                  OF OPERATIONS

RESULTS OF OPERATIONS

Three months and nine months ended September 30, 2002, compared to the three months and nine months ended September 30, 2001

Alpha
Pro Tech, Ltd. ("Alpha" or the "Company") reported quarterly net income for the quarter ended September 30, 2002 of $362,000 as compared to $101,000 for the quarter ended
September 30, 2001, representing an increase of $261,000 or 258.4%. The increase is attributable to an increase in income before provision for income taxes of $397,000, partially offset by an
increase in income taxes of $136,000.

SalesConsolidated sales for the quarter ended September 30, 2002 decreased slightly to $5,013,000 from $5,069,000 for the quarter
ended September 30, 2001, representing a decrease of $56,000 or 1.1%. The Company attributes the lower sales primarily to the continued slowdown in the Semiconductor clean room market.

Apparel
sales for the quarter ended September 30, 2002 were $3,425,000 as compared to $3,498,000 for the same period of 2001. The Apparel sales decrease of $73,000 or 2.1% was due primarily to
decreased sales to the Company's largest Industrial Safety/Clean Room distributor, partially offset by increased sales to the Pharmaceutical market. Sales are down primarily due to the continued
weakness
in the Semiconductor clean room market. The Company continues to expect a slow recovery over the next several months in the Semiconductor clean room market. The Pharmaceutical market has been
expanding, and as a result, management expects continued growth in this market segment.

Mask
and eye shield sales for the quarter ended September 30, 2002 were flat at $1,160,000 as compared to the same period in 2001. This is primarily the result of an increase in shield sales
and an increase in medical and dental masks, partially offset by a decline in industrial mask sales.

Sales
from the Company's Extended Care Unreal Lambskin® and other related products, which includes a line of pet beds, increased by $17,000 or 4.1% to $428,000 for the quarter ended
September 30, 2002 from $411,000 for the quarter ended September 30, 2001. The increase in sales is primarily the result of an increase in pet bed sales, partially offset by a decrease
in medical fleece products.

Consolidated
sales were $16,021,000 and $16,508,000 for the nine months ended September 30, 2002 and 2001 respectively, representing a decrease of $487,000 or 3.0%.

Apparel
sales for the nine months ended September 30, 2002 were $10,990,000 as compared to $11,267,000 for the same period of 2001, a decrease of $277,000 or 2.5%. The Company's largest
distributor has reported lower year to date sales of the Company's products to their end-users, due to the slowdown in the Semiconductor clean room market.

8

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Mask
and eye shield sales decreased by $159,000 or 4.2% to $3,641,000 for the nine months ended September 30, 2002 from $3,800,000 in the same period of 2001. The decrease is primarily due to
lower industrial mask sales, partially offset by increased medical and dental mask sales and shield sales.

Sales
from the Company's Extended Care Unreal Lambskin® and other related products decreased by $51,000 or 3.5% to $1,390,000 for the nine months ended September 30, 2002 compared
to $1,441,000 in the same period in 2001. The decrease in sales is the result of a decrease in medical bed pad sales, partially offset by an increase in sales of pet bed products.

The
Medical market, which includes a line of facemasks, eye shield and fleece bed pads, decreased by 8.5% for the three months ended September 30, 2002 as compared to the three months ended
September 30, 2001. Sales from the medical market decrease by 9.9% for the nine months ended
September 30, 2002 as compared to the same period in 2001. The Medical market, which comprises approximately 15% of the Company's revenue, is not considered a high growth area for the Company.

Dental
market sales increased by 9.5% for the three months ended September 30, 2002 as compared to the same period in 2001. The dental market increased by 1.2% for the nine months ended
September 30, 2002 as compared to the same period in 2001. Management believes that revenue in this market, which comprises approximately 8% of the Company's revenue, will continue to
strengthen due to the hiring of a dedicated dental sales representative.

In
the Food Service market, sales for the three months ended September 30, 2002 were $43,000 compared to $93,000 in the same period of 2001, representing a decrease of $50,000 or 53.8%. Sales
for the nine months ended September 30, 2002 were $213,000 compared to $179,000 in the same period of 2001, representing an increase of $34,000 or 19.0%. In January 2002, the Company
announced a new distribution agreement with a food service distributor to sell and distribute Alpha Pro Tech's line of personal safety products starting in February 2002. The Company expects
modest growth in this market in 2002 and stronger growth over the long term.

Cost of Goods SoldCost of goods sold, excluding depreciation and amortization, decreased to $2,480,000 for the quarter ended
September 30, 2002 from $2,924,000 for the same period in 2001 Gross profit margin increased to 50.5% for the quarter ended September 30, 2002 from 42.3% for the same period in 2001, due
to an increase in the amount of products being manufactured in China. Management expects that its gross profit margin should continue to be strong for the remainder of 2002.

For
the nine months ended September 30, 2002 as compared to 2001, cost of goods sold decreased to $7,992,000 from $9,451,000. Gross profit margin increased to 50.1% from 42.8% for the nine
months ended September 30, 2002 and 2001, respectively, due to an increase in the amount of products being manufactured in China.

9

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Selling, General and Administrative ExpensesSelling, general and administrative expenses increased slightly by $4,000 or 0.2% to
$1,869,000 for the quarter ended September 30, 2002 from $1,865,000 for the quarter ended September 30, 2001. As a percentage of net sales, selling, general and administrative expenses
increased slightly to 37.3% for the quarter ended September 30, 2002 from 36.8% for the same period in 2001. The slight increase in selling, general and administrative expenses primarily
consists of increased professional fees and public company expenses of $79,000; partially offset by decreased travel, marketing and commission expenses of $32,000; decreased general office,
telecommunication and factory indirect expenses of $30,000, and decreased rent and utilities of $15,000.

Selling,
general and administrative expenses decreased by $187,000 or 3.3%, to $5,478,000 for the nine months ended September 30, 2002 from $5,665,000 for the nine months ended
September 30, 2001. As a percentage of net sales, selling, general and administrative expenses decreased slightly to 34.2% for the nine months ended September 30, 2002 from 34.3% in the
same period of 2001. The decrease in selling, general and administrative expenses primarily consists of decreased payroll related costs of $117,000; decreased travel, marketing and commission expenses
of $142,000 and decreased general office expenses of $97,000; partially offset by increased rent and utilities of $37,000 and increased professional fees and public company expenses of $135,000.

Depreciation and AmortizationDepreciation and amortization expense decreased by $9,000 to $112,000 for the quarter ended
September 30, 2002 from $121,000 for the same period in 2001 and decreased by $28,000 to $330,000 from $358,000 for the nine months ended September 30, 2002 compared to the same period
in 2001. The decrease is primarily attributable to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", which eliminated the need to
amortize goodwill effective January 1, 2002.

Income from OperationsIncome from operations increased by $393,000 or 247.2%, to $552,000 for the quarter ended September 30, 2002
as compared to income from operations of $159,000 for the quarter ended September 30, 2001. The increase in income from operations is due to an increase in gross profit of $388,000 and a
decrease in depreciation and amortization of $9,000; partially offset by a slight increase in selling, general and administrative expenses of $4,000,

Income
from operations increased by $1,187,000 or 114.8% to $2,221,000 for the nine months ended September 30, 2002 as compared to income from operations of $1,034,000 for the nine months ended
September 30, 2001. The increase in income from operations is due to an increase in gross profit of $972,000, a decrease in selling, general and administrative expenses of $187,000, and a
decrease in depreciation and amortization of $28,000.

Net InterestNet interest expense decreased by $4,000 to $10,000 for the quarter ended September 30, 2002 from net interest expense
of $14,000 for the quarter ended September 30, 2001 primarily due to lower interest rates and lower borrowings. Net interest expense increased by $15,000 to $29,000 for the nine months ended
September 30, 2002 from $14,000 for the nine months ended September 30, 2001. The increase in net interest expense is primarily due to decreased interest income. Interest income
decreased by $15,000 to $12,000 for the nine months ended September 30, 2002 from $27,000 in the same period of 2001 due to an overall decrease in interest rates.

10

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Income Before Provision for Income TaxesIncome before provision for income taxes for the quarter ended September 30, 2002 was
$542,000 as compared to $145,000 for the quarter ended September 30, 2001, representing an increase of $397,000 or 273.8%. This increase is attributable primarily to an increase in gross profit
of $388,000, a decrease in depreciation and amortization of $9,000 and a
decrease in net interest expense of $4,000, partially offset by an increase in selling, general and administrative expenses of $4,000.

Income
before provision for income taxes for the nine months ended September 30, 2002 was $2,192,000 as compared to $1,020,000 for the nine months ended September 30, 2001, representing
an increase of $1,172,000 or 114.9%. This increase is attributable primarily to an increase in gross profit of $972,000, a decrease in selling, general and administrative expenses of $187,000 and a
decrease in depreciation and amortization of $28,000, partially offset by an increase in net interest expense of $15,000.

Provision for Income TaxesThe provision for income taxes for the three and nine months ended September 30, 2002 was $180,000 and
$741,000, as compared to $44,000 and $353,000 for the three and nine months ended September 30, 2001. The estimated tax rate is approximately 33%.

Net IncomeNet income for the quarter ended September 30, 2002 was $362,000 compared to net income of $101,000 for the quarter ended
September 30, 2001, an increase of $261,000 or 258.4%. The net income increase of $261,000 is comprised of an increase in income from operations of $393,000 and a decrease in net interest
expense of $4,000; partially offset by an increase in income taxes of $136,000.

Net
income for the nine months ended September 30, 2002 was $1,451,000 compared to net income of $667,000 for the nine months ended September 30, 2001, an increase of $784,000 or 117.5%.
The net income increase of $784,000 is comprised of an increase in income from operations of $1,187,000, partially offset by an increase in net interest expense of $15,000 and an increase in the
provision for income taxes of $388,000.

11

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LIQUIDITY AND CAPITAL RESOURCES

As
of September 30, 2002, the Company had cash of $2,243,000 and working capital of $7,184,000. During the quarter ended September 30, 2002, cash increased by $871,000 and accounts
payable and accrued liabilities increased by $711,000. The increase in the Company's cash is due primarily to a decrease in accounts receivable, increased net income, partially offset by an increase
in inventories, the purchase of property and equipment, net payments on notes payable and the repurchase of common stock.

The
Company has a $4,301,000 credit facility with a bank, consisting of a line of credit of up to $3,500,000, a term note of $225,000 and equipment loans of $576,000, with interest at prime plus 0.5%
on the credit line, prime plus 1.0% on the term loan and an 8.5% fixed rate on the equipment loans. At September 30, 2002, the prime interest rate was 4.75%. The line of credit expires in
May 2004, the term note expires in April 2003 and the equipment loans expire between December 2005 and September 2006. At September 30, 2002, the Company's unused
portion of the line of credit is $2,380,000.

Net
cash provided by operating activities was $1,961,000 for the nine months ended September 30, 2002 compared to $403,000 for the same period of 2001. The increase in Company's generation of
cash by operating activities for the nine months ended September 30, 2002 is primarily due to an increase in net income, a decrease in accounts receivable, an increase in accounts payable and
accrued liabilities and a smaller increase in inventories, partially offset by an increase in prepaid expenses and other assets.

The
Company's investing activities consisted primarily of expenditures for property and equipment and intangible assets, for a total of $150,000 for the nine months ended September 30, 2002
compared to $1,086,000 for the nine months ended September 30, 2001.

The
Company expects to purchase approximately an additional $50,000 of equipment in 2002.

During
the nine months ended September 30, 2002, the Company's cash used in financing activities resulted primarily from payments on the Company's notes payable of $737,000, offset by proceeds
from notes payable of $241,000 and from payments of $443,000 for the repurchase of common stock.

In
April 2002, the Company announced that its Board of Directors had approved the buy-back of up to an additional $500,000 of the Company's outstanding common stock. Previously the
Company had repurchased 877,900 common shares at a cost of $1,036,000. As of September 30, 2002, the Company has bought back a total of 1,383,400 common shares at a cost of $1,479,000, which
includes 505,500 common shares at a cost of $443,000 on the most recently approved buy back.

The
Company believes that cash generated from operations, its current cash balance, and the funds available under its credit facility, will be sufficient to satisfy the Company's projected working
capital and planned capital expenditures for the foreseeable future.

12

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PART IIOTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Exhibit 99.1: Certification by the Chief Executive Officer (annexed hereto)

Exhibit 99.2:
Certification by the Chief Financial Officer (annexed hereto)

Reports
on Form 8-K: none

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|      |  |                  |  | Alpha Pro Tech, Ltd.
|----- |  | ---------------- |  | --------------------
|DATE: |  | November 5, 2002 |  | BY:                 

|      |  |                  |  | Alpha Pro Tech, Ltd.
|----- |  | ---------------- |  | --------------------
|DATE: |  | November 5, 2002 |  | BY:                 

13

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CERTIFICATIONS







|DATE: |  | November 5, 2002 |  | BY:    /s/SHELDON HOFFMANSheldon Hoffman
Chief Executive Officer
|----- |  | ---------------- |  | ----------------------------------------------------------------

14

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CERTIFICATIONS







|DATE: |  | November 5, 2002 |  | BY:    /s/LLOYD HOFFMANLloyd Hoffman
Chief Financial Officer
|----- |  | ---------------- |  | ------------------------------------------------------------

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