SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549

                                 FORM 10Q/A No. 1

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarter Ended March 31, 2003


                 Commission File Number           000-20175

                            NYER MEDICAL GROUP, INC.
            (Exact name of registrant as specified in its charter)


                   Florida                                01-0469607
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                 Identification No.)


           1292 Hammond Street, Bangor, Maine               04401
        (Address of principal executive offices)          (Zip Code)


                                 (207) 942-5273
              (Registrant's telephone number, including area code)


Securities registered under Section 12(b) of the Exchange Act:

                                                      Name of Exchange
Title of Each Class                                   on which registered
   None                                                    None


Check whether the registrant has (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past twelve months (or
for such shorter periods that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
90 days.  Yes    X   .   No       .

As of May 20, 2003, there were 3,756,962 shares of common stock
outstanding, par value $.0001 per share.






                                  1
<PAGE>



  FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175        MARCH 31, 2003

                                EXPLANATORY NOTE

The Registrant is amending the Form 10Q for the three and nine months ended
March 31, 2003, to reflect information relative to the Financial Accounting
Standards Boards ("FASB") Statement 142, "Goodwill and Other Intangible Assets"
and FASB 148 "Accounting for Stock Based Compensation - Transition and
Disclosure".  Upon evaluation of the intangibles, it was determined that
prescription lists purchased by the Company were not covered by the standard.
Initially, the Company ceased amortizing the prescription lists.  This
amendment and restatement reflects amortization of the prescription lists for
only the three months ended March 31, 2003.  As a result of this amendment and
restatement, the net loss for the three months ended March 31, 2003 decreased
by $23,514 to $65,069 from $88,583 and the net income for the nine months ended
March 31, 2003 remained the same.  Originally, the Company did not apply FASB
Statement 142 for the three months ended September 30, 2002 and for the three
and six months ended December 31, 2002.  The Company corrected this in its
quarterly filing in March 31, 2003.  Since then, the Company has amended its
Form 10Q for the three months ended September 30, 2002 and for the three months
and six months ended December 31, 2002 to correct the amortization of the
prescription lists.

                                      INDEX
                                      PART I
                              FINANCIAL INFORMATION
                                                                  Page No.
  Item 1.  Financial Statements:
           Consolidated Balance Sheets, March 31, 2003
                and June 30, 2002                                       3
           Consolidated Statements of Operations, Three Months
                Ended March 31, 2003 and March 31, 2002                 5
           Consolidated Statements of Operations, Nine Months
                Ended March 31, 2003 and March 31, 2002                 6
           Consolidated Statements of Cash Flows, Nine Months
                Ended March 31, 2003 and March 31, 2002                 7
           Selected Notes to Consolidated Financial Statements          9
  Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                   13
  Item 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                               20
  Item 4.  Controls and Procedures                                     21
                          PART II - OTHER INFORMATION
  Item 1.  Legal Proceedings                                           22
  Item 2.  Changes in Securities and Use of Proceeds                   22
  Item 3.  Defaults upon Senior Securities                             22
  Item 4.  Submissions of Matters to Vote of
           Security Holders                                            22
  Item 5.  Other information                                           22
  Item 6.  Exhibits and Reports on Form 8-K                            22

            Signatures                                                 23
  Certification of Chief Executive Officer and
             Chief Financial Officer                                   24

  Exhibits and Reports on Form 8-K

           99.1 Certification by Chief Executive Officer and Chief
           Financial Officer                                           26

                                  2
<PAGE>

     FORM 10-Q/A   NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

                  NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                  ASSETS


                                           March 31,      June 30,
                                             2003           2002
                                             ----           ----
                                         (Unaudited)

Current assets:
  Cash and cash equivalents              $ 1,181,089    $ 1,550,374
  Accounts receivable, less allowance
  for doubtful accounts of $512,168 at
  March 31, 2003 and $469,923
  at June 30, 2002                         4,027,003      4,541,505
  Inventories, net                         5,840,851      5,290,995
  Prepaid expenses                           254,037        300,495
  Receivables from related parties             8,895          8,895
                                         -----------    -----------
            Total current assets          11,311,875     11,692,264
                                         -----------    -----------
Property, plant and equipment, at
  cost:
  Land                                        92,800         92,800
  Building                                   644,008        641,508
  Leasehold improvements                   1,038,535        928,321
  Machinery and equipment                     74,653         71,189
  Transportation equipment                   356,918        366,099
  Office furniture, fixtures,
    and equipment                          1,189,012      1,099,793
                                         -----------    -----------
                                           3,395,926      3,199,710
  Less accumulated depreciation
    and amortization                      (2,050,441)    (1,823,060)
                                         -----------    -----------
                                           1,345,485      1,376,650


Goodwill                                     104,463        104,463
Other intangible assets                      545,475        349,563
Advances due from related companies           41,563         41,563
                                         -----------    -----------
                                             691,501        495,589
                                         -----------    -----------


            Total assets                 $13,348,861    $13,564,503
                                         ===========    ===========





     See accompanying notes to consolidated financial statements.

                                  3
  <PAGE>
   FORM 10-Q/A   NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

                  NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS

                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                            March 31,      June 30,
                                              2003           2002
                                              ----           ----
                                          (Unaudited)
Current liabilities:
  Current portion of long-term debt       $   264,022   $   184,669
  Accounts payable                          3,821,147     4,138,814
  Accrued payroll and related taxes           276,115       441,313
  Accrued expenses and other
    liabilities                               322,626       431,520
  Current portion of payable due
    related party                             206,110       206,110
                                          -----------   -----------
           Total current liabilities        4,890,020     5,402,426
                                          -----------   -----------

Long-term debt, net of current
  portion                                     364,304       329,367
Payable due related party, net
  of current portion                           11,403       101,403
Minority interest                           1,133,636       965,758

Shareholders' equity:
  Class A preferred stock, par value
    $.0001, authorized, issued and
    outstanding: 2,000 shares                       1             1
  Class B preferred stock, series 1,
    par value $.0001, authorized:
    2,500,000; issued and outstanding:
    1,000 shares at March 31, 2003
    and June 30, 2002
  Common stock, par value $.0001
    authorized: 10,000,000 shares; issued:
    3,769,062 at March 31, 2003
    and at June 30, 2002                          377           377
  Additional paid-in capital               17,691,946    17,691,946
    Treasury stock (12,100 shares at
    March 31, 2003 and
    June 30, 2002)                            (52,249)      (52,249)
   Accumulated deficit                    (10,690,577)  (10,874,526)
                                          -----------   -----------


     Total shareholders' equity             6,949,498     6,765,549
                                          -----------   -----------
            Total liabilities and
             shareholders' equity         $13,348,861   $13,564,503
                                          ===========   ===========

See accompanying notes to consolidated financial statements.



                                  4

<PAGE>
   FORM 10-Q/A   NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003
                    NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                           Three Months Ended
                                        March 31,        March 31,
                                          2003             2002
                                          ----             ----
Net sales                             $14,609,781        $13,463,572
                                      -----------        -----------
Cost and expenses:
  Cost of goods sold                   11,478,109         10,740,332
  Selling and retail                    1,923,112          1,661,905
  Warehouse and delivery                  253,274            200,130
  Administrative                          990,159            719,784
                                      -----------        -----------
                                       14,644,654         13,322,151
                                      -----------        -----------
    Operating (loss) income               (34,873)           141,421

Other income (expense):
  Interest expense                         (8,951)           (11,442)
  Interest income                          10,658             19,723
  Other                                     7,160               (256)
                                      -----------        -----------
       Total other income (expense):        8,867              8,025
                                      -----------        -----------
(Loss) income before
       minority interest                  (26,006)           149,446
Minority interest                         (28,263)           (48,619)
                                      -----------        -----------
  (Loss) income from continuing
       operations before income
       taxes                              (54,269)           100,827
                                      -----------        -----------
   Provision for income taxes             (10,800)           (17,441)
  (Loss) income from continuing
       operations after income
       taxes                              (65,069)            83,386
                                      -----------        -----------
Discontinued operations:
  Loss from Nyer
   Nutritional Systems                          -            (28,695)
                                      -----------        -----------
  Net loss from discontinued
         operations                             -            (28,695)
                                      -----------        -----------
  Net (Loss) income                   $   (65,069)       $    54,691
                                      ===========        ===========
  Basic and diluted (loss) income
       per share:
    Continuing operations             $      (.02)       $       .02
    Discontinued operations                     -                  -
                                      -----------        -----------
  Basic and diluted (loss) income
       per share                      $      (.02)       $       .02
                                      ===========        ===========
Weighted average common shares
    outstanding                         3,756,962          3,756,962
                                      ===========        ===========
     See accompanying notes to consolidated financial statements.
                                  5
<PAGE>
FORM 10-Q/A   NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003
                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                           Nine Months Ended
                                        March 31,        March 31,
                                          2003             2002
                                          ----             ----
Net sales                             $44,149,723        $39,261,434
                                      -----------        -----------
Cost and expenses:
  Cost of goods sold                   34,672,338         31,200,850
  Selling and retail                    5,700,651          4,885,182
  Warehouse and delivery                  761,487            595,518
  Administrative                        2,587,465          2,104,580
                                      -----------        -----------
                                       43,721,941         38,786,130
                                      -----------        -----------
        Operating income                  427,782            475,304

Other income (expense):
  Interest expense                        (26,791)           (27,496)
  Interest income                          33,722             50,309
  Other                                     7,914            152,394
                                      -----------        -----------
       Total other income (expense):       14,845            175,207
                                      -----------        -----------
  Income before
       minority interest                  442,627            650,511
Minority interest                        (167,878)          (151,382)
                                      -----------        -----------
Income from continuing
       operations before income
       taxes                              274,749            499,129
                                      -----------        -----------
    Provision for income taxes            (90,800)           (43,441)
 Income from continuing
       operations after income
       taxes                              183,949            455,688
                                      -----------        -----------
Discontinued operations:
  Loss from Nyer
       Nutritional Systems                      -            (50,093)
                                      -----------        -----------
  Net loss from discontinued
         operations                             -            (50,093)
                                      -----------        -----------
  Net Income (loss)                   $   183,949        $   405,595
                                      ===========        ===========
  Basic and diluted income
       per share:
    Continuing operations             $       .05        $       .12
    Discontinued operations                     -               (.01)
                                      -----------        -----------
  Basic and diluted income
       per share                      $       .05        $       .11
                                      ===========        ===========
Weighted average common shares
    outstanding                         3,756,962          3,756,962
                                      ===========        ===========
     See accompanying notes to consolidated financial statements.
                                  6
<PAGE>
FORM 10-Q/A     NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003
                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                         Nine Months Ended
                                   March 31, 2003  March 31, 2002
                                   --------------  --------------
  Cash flows from operating
      activities:
  Net income (loss)                    $ 183,949      $ 405,595
  Adjustments to reconcile net
      income to net cash
      used by operating activities:
  Depreciation                           271,758        291,513
  Amortization                            44,088         76,990
  Gain on sale of property, plant
   and equipment                          (7,170)             -
  Gain on sale of respiratory
      division                                 -        (77,001)
  Minority interest                      167,878        151,382
  Decrease in deferred credit                  -        (58,877)
  Changes in certain working capital
      elements                          (580,654)      (781,328)
                                       ---------      ---------
      Net cash flows provided by
       operating activities               79,849          8,274
                                       ---------      ---------
Cash flows from investing
activities:
  Purchase of pharmacy assets           (240,000)      (218,748)
  Purchase of property, plant and
      equipment                         (248,594)      (123,492)
  Proceeds from sale of division               -        150,000
  Proceeds from sale of property, plant
      and equipment                       15,170              -
  Net change in advances due from
      related companies                        -           (825)
  Increase in other assets, net                -         (5,232)
      Net cash used in                  --------       --------
           investing activities         (473,424)      (198,297)
                                        --------       --------
Cash flows from financing activities:
  Loan repayment from stock sale rec.          -        115,500
  Proceeds from issuance of
      long-term debt                     240,000        369,701
  Payments of long-term debt            (125,710)      (100,340)
  Net repayments of notes to
      related parties                    (90,000)       (80,000)
                                        --------       --------
      Net cash provided by
           financing activities           24,290        304,861
                                       ---------      ---------
Net increase (decrease) in cash
      and cash equivalents              (369,285)       114,838
Cash and cash equivalents,
      beginning of period              1,550,374        374,423
                                      ----------      ---------
Cash and cash equivalents,
      end of period                   $1,181,089      $ 489,261
                                      ==========      =========
       See accompanying notes to consolidated financial statements.
                                  7
<PAGE>
     FORM 10-Q/A   NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                         Nine  Months  Ended
                                       March 31,      March 31,
                                         2003           2002
                                         ----           ----

Changes in certain working capital
     elements:
  Accounts receivable, net            $  514,503     $   14,247
  Inventories                           (549,856)      (389,956)
  Prepaid expenses                        46,458        (46,164)
  Receivables from related parties             -            820
  Accounts payable                      (317,667)      (313,342)
  Accrued payroll and related
      taxes                             (165,198)          (426)
  Accrued expenses and other
      liabilities                       (108,894)       (46,507)
                                      ----------     ----------

     Net change                       $ (580,654)    $ (781,328)
                                      ==========     ==========




Supplemental cash flow information:

Cash paid during the first
    nine months:

     Interest                         $   26,791      $   12,771
                                      ==========      ==========
     Income taxes                     $  193,247      $   13,353
                                      ==========      ==========






















                                  8
<PAGE>
   FORM 10-Q/A     NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003
               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.  Basis of Presentation:  The consolidated financial statements included
    herein have been prepared by the Company, without audit, in accordance with
    accounting principals generally accepted in the United States of America
    and pursuant to the rules and regulations of the Securities and Exchange
    Commission.  Certain information and footnote disclosures normally included
    in financial statements prepared in accordance with accounting principals
    generally accepted in the United States of America have been condensed or
    omitted pursuant to such rules and regulations, although the Company
    believes that the disclosures are adequate to make the information
    presented not to be misleading.  In the opinion of management, the amounts
    shown reflect all adjustments necessary to present fairly the financial
    position and results of operations for the periods presented.  All such
    adjustments are of a normal recurring nature.

    It is suggested that the financial statements be read in conjunction with
    the financial statements and notes thereto included in the Company's Form
    10-K for the year ended June 30, 2002.

2.  Goodwill and Other Intangible Assets:

    In June of 2001, the FASB issued Statement 142, "Goodwill and Other
    Intangible Assets".  FASB Statement 142, among other things, requires that
    goodwill not be amortized but should be tested for impairment at least
    annually.  The Company adopted this statement as of July 1, 2003 and
    discontinued the amortization of goodwill.  In addition, the Company was
    required to review its goodwill.  Based on the Company's review, no
    impairment charges have been recorded.  The following tables show the
    reported net income and earnings per share for the three and nine month
    periods ended March 31, 2003, reconciles them to the adjusted net income
    and earnings per share had the non-amortization provisions of Statement 142
    been applied in that period and compares them to the three and nine month
    periods ended March 31, 2002:

                                   Nine months ended     Three months ended
                                       March 31,              March 31,
                                     2003      2002         2003     2002
                                     ----      ----         ----     ----

Reported net income (loss)         $ 183,949 $ 405,595    $(65,069) $  54,691
Effect of goodwill amortization            -     9,000           -      3,000
                                   --------- ---------    --------  ---------

As adjusted                        $ 183,949 $ 414,595    $(65,069) $  57,691
                                   ========= =========    ========  =========

Reported earnings (loss) per share $     .05 $     .11    $   (.02) $     .02
Effect of goodwill amortization            -       . -           -          -
                                   --------- ---------    --------  ---------

As adjusted                        $     .05 $     .11    $   (.02) $     .02
                                   ========= =========    ========  =========





                                  9

<PAGE>
FORM 10-Q/A     NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
              SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.  Goodwill and Other Intangible Assets: continued,

     March 31, 2003         Amortization               Accumulated
                            Period (years)   Cost      Amortization      Net
                                 ---       --------      --------      --------
       Prescription lists         15     $  378,000      $145,580      $232,420
       Non-compete agreements    3-5        750,100       437,045       313,055
                                         ----------      --------      --------
           Totals                        $1,128,100      $582,625      $545,475
                                         ==========      ========      ========

     June 30, 2002          Amortization               Accumulated
                            Period (years)   Cost      Amortization      Net
                                 ---       --------      --------      --------
       Prescription lists         15       $378,000      $126,998      $251,002
       Non-compete agreements    3-5        510,100       411,539        98,561
                                           --------      --------      --------
           Totals                          $888,100      $538,537      $349,563
                                           ========      ========      ========
    Aggregate Amortization Expense:
    For the nine months ended March 31, 2003         $ 44,088

    Estimated Amortization:
            For the fiscal year 2003                 $ 70,784
            For the fiscal year 2004                  106,784
            For the fiscal year 2005                   89,960
            For the fiscal year 2006                   73,294
            For the fiscal year 2007                   73,294

3.  Business Segments: The Company had three business segments for the
    three months ended March 31, 2003 and 2002 and for the nine months ended
    March 31, 2003 and 2002: (1) retail pharmacy drug store chain (2)
    wholesale and retail sales of surgical, medical equipment and supplies, (3)
    wholesale and retail distribution of equipment, supplies, and novelty items
    to emergency medical service, fire and police departments.  Business
    segments are determined by the management approach which analyses segments
    based on products or services offered for sale.  Corporate assets include
    assets of discontinued operations.

    Summary data for the three months ended March 31, 2003:

                          Medical and    EMT, Fire,
             Pharmacy    Surgical and   Police Equip.
              Chain         Supplies    and Supplies   Corporate  Consolidated
            ----------   ------------   ------------   ---------  ------------
Net Sales  $11,653,274   $ 2,298,748    $   657,759    $       -  $ 14,609,781
Operating
income (loss)  180,896        20,616        (73,956)    (162,429)      (34,873)
Total assets 9,390,114     2,694,480        710,056      554,211    13,348,861
Depreciation  and
amortization $  87,757   $    15,341    $     5,936    $     360  $    109,394



                                  10

<PAGE>


   FORM 10-Q/A     NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3.  Business segments: continued,

    Summary data for the nine months ended March 31, 2003:

                          Medical and    EMT, Fire,
             Pharmacy    Surgical and   Police Equip.
              Chain         Supplies    and Supplies   Corporate   Consolidated
            ----------   ------------   ------------   ---------   ------------
Net Sales  $34,880,478   $ 7,015,013   $ 2,254,232    $        -    $44,149,723
Operating
income (loss)1,022,420        96,341      (186,014)     (504,965)       427,782
Total assets 9,390,114     2,694,480       710,056       554,211     13,348,861
Depreciation
 and
amortization $ 234,189   $    59,262   $    21,231    $    1,164    $   315,846



Summary data for the three months ended March 31, 2002:

                          Medical and    EMT, Fire,
             Pharmacy    Surgical and   Police Equip.
              Chain         Supplies    and Supplies   Corporate   Consolidated
            ----------   ------------   ------------   ---------   ------------
Net Sales  $10,317,233   $ 2,276,264   $   870,075    $        -    $13,463,572
Operating
income (loss)  283,680        64,306       (77,167)     (129,398)       141,421
Total assets 7,737,461     2,856,794     1,175,163     1,276,855     13,046,273
Depreciation
 and
amortization $  79,200   $    28,545   $    13,843    $    1,047    $   122,635


    Summary data for the nine months ended March 31, 2002:
                          Medical and    EMT, Fire,
             Pharmacy    Surgical and   Police Equip.
              Chain         Supplies    and Supplies  Corporate   Consolidated
            ----------   ------------   ------------  ---------   ------------
Net Sales   $29,257,693   $ 6,914,362   $ 3,089,379   $        -    $39,261,434
Operating
income (loss)  792,367       166,376      (142,651)     (340,788)       475,304
Total assets 7,737,461     2,856,794     1,175,163     1,276,855     13,046,273
Depreciation
 and
amortization$  210,651   $   111,224   $    43,544    $    3,084    $   368,503

4.  Earnings per share:

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for
the period.  Diluted earnings per share considers the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.  Options and warrants for

                                  11
<PAGE>
   FORM 10-Q/A     NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4.  Earnings per share: continued,

all periods presented (1,693,600 for the nine months ended March 31, 2003)
were not included in the computation of net income per share because the effect
of inclusion would be anti-dilutive.

5.  Options and Warrants:

The Company has a stock option plan under which employees and directors may be
granted options to purchase shares of the Company's common stock at the fair
market value at the date of grant.  Options vest semi-annually over a
three-year term to all directors and certain officers and expire in ten
years from date of grant.

The Company complies with statement of SFAS 123, "Accounting For Stock-Based
compensation". This statement defines a fair value based method whereby
compensation cost is measured at the grant date based on the fair value of the
award.  Under SFAS No. 123, companies are encouraged, but are not required, to
adopt the fair value method of accounting for employee stock-based transact-
tions.  The Company accounts for such transactions under Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", but discloses
pro forma net loss as if the Company had applied the SFAS No. 123 method of
accounting.

Pro forma information, assuming the Company had accounted for its employee
and director stock options granted under the fair value method prescribed by
SFAS No. 123, as amended by Financial Accounting Standards Statement No. 148,
"Accounting for Stock Based Compensation - Transition and Disclosure, an
Amendment of FASB Statement No. 123", is presented below.  The fair value of
each option grant is estimated on the date of each grant using the
Black-Scholes option-pricing model.  There were no stock options granted in
the first or third quarter of fiscal 2003, 770,000 options were granted in the
second quarter of fiscal 2003.  No stock options were granted in the first
quarter of fiscal 2002.  There were 40,000 stock options granted in the second
quarter and 24,000 stock options granted in the third quarter of fiscal 2002.

                                 Three months ended      Nine months ended
                                     March 31,              March 31,
                                   2003      2002        2003         2002
                                   ----      ----        ----         ----
Net (loss) income:             $ (65,069)  $ 54,691    $ 183,949    $ 405,595
Total stock-based employee and
director compensation expense
determined under fair value
based method for all awards      (22,588)   (102,475)   (1,241,601)  (307,426)
                               ----------   ---------  -----------   --------
Pro forma net income (loss)    $ (87,657)  $ (47,784)  $(1,057,652) $  98,169
                               ==========  ==========  ===========  =========







                                  12

<PAGE>
   FORM 10-Q/A     NYER MEDICAL GROUP, INC   000-20175    MARCH 31, 2003

               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

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

Results of Operations:

     The following discussion provides information with respect to our results
of operations, liquidity, and capital resources on a comparative basis for the
nine months ended March 31, 2003 as compared to the nine months ended March
31, 2002 as well as for the three months ended March 31, 2003 as compared to
the three months ended March 31, 2002.

     The Company had three business segments for the nine months ended
March 31, 2003 and March 31, 2002: 1) retail pharmacy drug store chain
("pharmacy segment"), (2) wholesale and retail sales of surgical, medical
equipment and supplies ("medical and surgical equipment and supplies"), and
(3) wholesale and retail distribution of equipment, supplies, and novelty items
to emergency medical service, fire departments and police departments ("EMT,
fire and police segment").  Business segments are determined by the management
approach which analyzes results based on products or services offered for sale.

NET SALES:
---------
     Total sales for the nine months ended March 31, 2003 increased by 12.5%
to $44,149,723 from $39,261,434 for the nine months ended March 31, 2002.

     Total sales for the three months ended March 31, 2003 increased by 8.5%
to $14,609,781 from $13,463,572 for the three months ended March 31, 2002.

The following table shows sales by business segment for the nine months ended
March 31, 2003 as compared to the nine months ended March 31, 2002 and for the
three months ended March 31, 2003 as compared to the three months ended
March 31, 2002:

              Nine months Ended                  Three months ended
               March 31,       % increase          March 31,       % increase
Business Segment 2003     2002   (decrease)     2003          2002  (decrease)
---------------- ----     ---- -----------      ----          ----  ---------

Pharmacy segment$34,880,478  $29,257,693  19.2%   $11,653,274 $10,317,233 12.9%
Medical and
surgical equipment
 and supplies     7,015,013    6,914,362   1.5      2,298,748   2,276,264  1.0
EMT, fire and
 police segment   2,254,232    3,089,379 (27.0)       657,759     870,075(24.4)
                -----------  -----------  ----    ----------- ----------- ----
Total for
 business
 segments       $44,149,723  $39,261,434  12.5%   $14,609,781 $13,463,572  8.5%
                ===========  ===========  ====    =========== ===========  ===

    The pharmacy segment's sales increased $5,622,785 to $34,880,478 or 19.2%
for the nine months ended March 31, 2003 as compared sales of $29,257,693 for
the nine months ended March 31, 2002.  This was due to the purchase of two
existing pharmacies and a continuing increase in volume on prescription drugs
as a result of a continuing marketing campaign focused on assisted living and


                                  13
<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS, continued,

Net Sales: continued,

home-based sectors, by increased advertising and home delivery service.
Additionally, the pharmacy continues to increase its sales of prescriptions
to non-profit organizations.

     The pharmacy segment's sales increased $1,336,041 to $11,653,274 or 12.9%
for the three months ended March 31, 2003 as compared to March 31, 2002 of
$10,317,233 are the same as mentioned above.  The pharmacy chain purchased an
existing pharmacy in March of 2003 which resulted in approximately $125,000
in sales.

     The medical and surgical equipment and supplies segment's sales increased
$100,651 to $7,015,013 or 1.5% for the nine months ended March 31, 2003 as
compared to the same period ended March 31, 2002 of $6,914,362.  The increase
in sales was due to its subsidiary, Nyer Internet of $842,396.  Nyer Internet's
sales increase is due to the company increasing the number of products
available on-line and increased advertising.  ADCO had a decrease in their
sales of supplies and equipment of $736,608 due to their discontinuing of
unprofitable items and increased competition from cut rate competitors.

     The medical and surgical equipment and supplies segment's sales increased
$22,484 to $2,298,748 or 1.0% for the three months ended March 31, 2003 as
compared to $2,276,264 for the three months ended March 31, 2002.  The main
reasons for the increases are mentioned above.

     The EMT, fire and police segment had a decrease in their sales of $835,147
to $2,254,232 or (27.0%) for the nine months ended March 31, 2003 as compared
to $3,089,379 for the same period ended March 31, 2002.  This is due to many
factors including tighter municipal budgets through-out their sales territory
and the entire country, and a down turn in the economy resulting in less tax
revenues which results in less available funds for the fire departments.  In
addition, fire departments have partially altered the focus of their purchasing
to include merchandise that relates to biological and chemical items and
homeland security products, which Anton and Conway do not market.  Another
reason for this decline is increased competition from a company owned by a
minority shareholder of this segment and who was the previous 100% owner of one
of the EMT, fire and police segment.

     The EMT, fire and police segment had a decrease in their sales of $212,316
to $657,759 or (24.4) for the three months ended March 31, 2003 as compared to
$870,075 for the same period ended March 31, 2002.  The main reasons for this
decrease are mentioned above.

GROSS PROFIT MARGINS. Our overall gross margins were 21.5% for the nine months
ended March 31, 2003, an increase of 1.0% over the same period ended
March 31, 2002.  Overall gross margins for the three months ended March
31, 2003 were 21.4%, an increase of 1.2% for the same period ended March 31,
2002.





                                  14

<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS, continued,

GROSS PROFIT MARGINS: continued,

The following is a table of gross margin percentages by business segment for
the nine months ended March 31, 2003 and 2002 and for the three months ended
March 31, 2003 and 2002:

                     Nine months ended        Three months ended
                          March 31,                March 31,
Business Segment      2003      2002           2003       2002
----------------      ----      ----           ----       ----
Pharmacy segment      20.1%     18.7%          19.9%      18.7%
Medical and
 surgical supplies
 and equipment        28.3      27.6           28.9       26.6
EMT, fire and
 police segment       22.0      21.5           22.2       21.4
                      ----      ----           ----       ----
Total for business
 segments             21.5%     20.5%          21.4%      20.2%
                      ====      ====           ====       ====

     The pharmacy segment's gross margin increased 1.4% to 20.1% for the first
nine months ended March 31, 2003 as compared 18.7% for the same period of 2002.
The increase in its gross margin is due to increased sales and volume discounts
increased from their suppliers.

     The pharmacy segment's gross margin increased 1.2% to 19.9% for the three
months ended March 31, 2003 as compared 18.7% for the same period of 2002.
The increase in its gross margin is due to increased sales and volume discounts
increased from their suppliers.

     The medical and surgical equipment and supplies segment's gross margin
increased .7% to 28.3% for the nine months ended March 31, 2003 from 27.6% for
the nine months ended March 31, 2002.  The increase in margin was the result of
ADCO discontinuing unprofitable items in their sales of supplies and equipment
which resulted in an increase in gross margin of 1.9%.  Nyer Internet had an
increase in their gross margin to 22.2% (1.2%) for the nine months ended March
31, 2003 from 21.0% nine months ended March 31, 2002.  The reasons were
increased sales volume and an increase in the minimum prepaid shipping
requirement.

     The medical and surgical equipment and supplies segment's gross margin
increased 2.3% to 28.9% for the three months ended March 31, 2003 from 26.6%
for the three months ended March 31, 2002.  See above for reasons.

     The EMT, fire and police segment had a slight increase in its margins to
22.0% (.5%) for the nine months ended March 31, 2003 as compared 21.5% for the
nine months ended March 31, 2002.  This increase was the result of concentra-
tion on increasing its gross profit margins by dropping lower margin sales.

       The EMT, fire and police segment had a slight increase in its margins
to 22.2% (.8%) for the three months ended March 31, 2003 as compared 21.4% for
the three months ended March 31, 2002.

                                  15
<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS, continued,

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
---------------------------------------------
Consolidated selling, general and administrative expenses ("S,G&A")increased
$1,464,323 to $9,049,603 for the nine months ended March 31, 2003, as compared
to $7,585,280 for the nine months ended March 31, 2002.  Consolidated S,G&A
expenses increased $584,726 to $3,166,545 for the three months ended March
31, 2003, as compared to $2,581,819 for the three months ended March 31, 2002.

    The following table shows the breakdown by business segment for the nine
months ended March 31, 2003 and 2002 and for the three months ended
March 31, 2003 and 2002:

                          Nine months ended           Three months ended
                              March 31,                   March 31,
Business Segment          2003         2002           2003        2002
----------------          ----         ----           ----        ----
Pharmacy segment        $5,973,519   $4,693,069    $2,141,409  $1,648,670
Medical and
 surgical equipment
 and supplies            1,887,630    1,743,044       642,468     540,662
EMT, fire and
 police segment            683,489      808,378       220,239     263,089
Corporate                  504,965      340,789       162,429     129,398
Total for business      ----------   ----------    ----------  ----------
segments                $9,049,603   $7,585,280    $3,166,545  $2,581,819
                        ==========   ==========    ==========  ==========

     The Pharmacy segment had an increase in its S,G&A expenses of $1,280,450
to $5,973,519 or 27.3% for the nine months ended March 31, 2003 as compared to
$4,693,069 for the nine months ended March 31, 2002.  Its increases came
from the additional overhead costs associated with the acquisition and
operation of two additional pharmacies of $325,000, increased labor costs for
hourly employees of approximately $100,000 and a shortage of available
salaries, continuing marketing campaign focused on assisted living and
home-based sectors, which has increased advertising expense by approximately
$100,000.

     Effective January 1, 2003, the Massachusetts legislature approved a
$1.30 assessment on all non-Medicare and non-Medicaid prescriptions as a way
to raise an additional $36,000,000.  Until the second week in February of
2003, all the pharmacies in the state had been passed this assessment on to
the customer.  On February 11, 2003 Walgreens, the state's third largest
pharmacy chain, announced that it would no longer impose the $1.30 and it
would rebate the amounts paid since January first.  The effect of not passing
on this $1.30 assessment fee resulted in an additional expense to the
pharmacy chain segment of $151,000 for the nine months and three months
ended March 31, 2003.   In the interim, the state has announced that the
fee will be reduced by half to $.65 per prescription as of July 1, 2003.





                                  16

<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS, continued,

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: continued,

     The Pharmacy segment had an increase in its S,G&A expenses of $492,739
to $2,141,409 or 29.9% for the three months ended March 31, 2003 as compared
to $1,648,670 for the three months ended March 31, 2002.  The reasons for the
increase in S,G&A expenses are stated above.

     The medical and surgical equipment and supplies segment's S,G&A expenses
increased $144,586 to $1,887,630 or 8.3% for the nine months ended March 31,
2003 from $1,743,044 for the nine months ended March 31, 2002.  ADCO had an
increase in its S,G & A expenses of $11,800.  This increase was due to rent of
warehouse space and one employee associated with the bulk purchase of brand
name medical products of approximately $47,000.  This was compared to $0 for
the nine months ended March 31, 2002.  ADCO's selling expenses are lower due
to a decrease in sales and the costs associated.  S,G & A expenses for the
internet segment increased approximately $151,000 due to increased advertising
and personnel costs.

     The medical and surgical equipment and supplies segment's S,G&A expenses
increased $101,806 to $642,468 or 18.8% for the three months ended March 31,
2003 as compared to $540,662 for the three months ended March 31, 2002.  The
reasons for the increases are stated above.

     The EMT, fire and police segment experienced a decrease in its S,G&A
expenses of $124,889 to $683,489 or (15.4%) for the nine months ended March 31,
2003 as compared $545,289 for the nine months ended March 31, 2002.  This
decrease was due to lower sales and their associated costs.

     The EMT, fire and police segment experienced a decrease in its S,G&A
expenses of $42,850 to $220,239 or (16.3%) for the three months ended March 31,
2003 as compared $263,089 for the three months ended March 31, 2002.  The
reasons for the decrease are stated above.

     The Corporate segment's overhead had an increase due mainly to
additional overhead attributable to additional accounting, legal and stock
related expenses for the nine months end March 31, 2003 as compared to March
31, 2002 and for the three months end March 31, 2003 as compared to March 31,
2002.


















                                  17
<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS, continued,

Other expense and income expense:

    The following table shows the breakdown of interest expense by business
segment for the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:

                          Nine months ended           Three months ended
                              March 31,                   March 31,
Business Segment          2003         2002           2003        2002
----------------          ----         ----           ----        ----

Pharmacy segment        $11,249      $11,250        $ 3,556     $ 6,086
Medical and
 surgical equipment
 and supplies            14,102       15,292          4,779       5,035
EMT, fire and
 police segment           1,440          954            616         321
Corporate                     -            -              -           -
                        -------      -------        -------     -------
Total for business

segments                $26,791      $27,496        $ 8,951     $11,442
                        =======      =======        =======     =======

Our interest expense remained approximately the same due to new debt for
the purchase of pharmacies and decreased due to the pay down of exiting debt.

    The following table shows the breakdown of interest income by business
segment for the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:

                          Nine months ended           Three months ended
                              March 31,                   March 31,
Business Segment          2003         2002           2003        2002
----------------          ----         ----           ----        ----

Pharmacy segment        $ 13,351     $ 20,317       $ 5,164     $ 13,972
Medical  and
 surgical equipment
 and supplies             14,403       14,524         4,778        3,876
EMT, fire and
 police segment                7            -              -
Corporate                  5,961       15,468            716       1,875
                        --------     --------       --------    --------
Total for business
segments                $ 33,722     $ 50,309       $ 10,658    $ 19,723
                        ========     ========       ========    ========

Interest income was from accounts receivable, a note related to the sale of
the respiratory division and from highly liquid government instruments.




                                  18

<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS, continued,

    The following table shows the breakdown of other income by business
segment for the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:

                          Nine months ended           Three months ended
                              March 31,                   March 31,
Business Segment          2003         2002           2003        2002
----------------          ----         ----           ----        ----
Pharmacy segment        $   744      $ 75,393       $   290    $  (256)
Medical and
 surgical equipment
 and supplies                 -        77,001             -          -
EMT, fire and
 police segment           7,170             -         6,870          -
Corporate                     -             -             -          -

Total for business      -------     ---------       -------     ------
segments                $ 7,914     $ 152,394       $ 7,160     $ (256)
                        =======     =========       =======     ======

Other income was from a purchase commitment and from the sale of the
respiratory division.

The following table shows the breakdown of minority interest which mainly
represents the 20% minority interest in the pharmacy chain segment for
the nine months ended March 31, 2003 and 2002 and for the three
months ended March 31, 2003 and 2002:

                          Nine months ended           Three months ended
                              March 31,                   March 31,
Business Segment          2003         2002           2003        2002
----------------          ----         ----           ----        ----
Pharmacy segment       $168,091     $151,668        $28,281      $48,810
Medical and
 surgical equipment
 and supplies                 -            -              -            -
EMT, fire and
 police segment            (213)        (286)           (18)        (191)
Corporate                     -            -              -            -
                       --------     --------        -------      -------
Total for business
segments               $167,878     $151,382        $28,263      $48,619
                       ========     ========        =======      =======

DISCONTINUED OPERATIONS:

DISCONTINUED OPERATIONS.  On October 25, 1999, the Board of Directors
approved a plan for the disposal of its investment in Nyer Nutritional.
Its results have been reported as discontinued operations for all periods
presented.

     In May 2002, the Company assigned all of its rights, licenses and
interest in its patents to Nyer Nutritional's minority shareholder.  In return,
the minority shareholder released the Company from any and all obligations.
                                  19
<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

                     NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS, continued,

DISCONTINUED OPERATIONS: continued,

  Nyer Nutritional incurred $0 in net costs for the nine months ended
March 31, 2003 and $50,093 in net costs for the nine months ended March
31, 2002 .  Nyer Nutritional incurred $0 in net costs for the three months
ended March 31, 2003 as compared to $28,695 in net costs for the three months
ended March 31, 2002.

Liquidity and Capital Resources

     Net cash provided by operating activities was $79,849 for the nine months
ended March 31, 2003 as compared to $8,274 for the same period ended
March 31, 2002.

     The net cash used in investing activities was $473,424 and $198,297,
for the nine months ended March 31, 2003 and 2002, respectively.

     Net cash provided by financing activities was $24,290 for nine months
ended March 31, 2003 as compared to $304,861 for the same period in 2002.

     We anticipate our current cash resources to be adequate to fund our
current operating needs.

     Our primary source of liquidity is cash provided from operations.  Our
principal uses of cash are: cash used for by operations and cash used
for pharmacy retail acquisitions, capital expenditures and repayment debt.

     During the nine months ended March 31, 2003, we had an increase in cash
provided by operations due to increased earnings in our pharmacy segment offset
by losses in the fire and police segment.  The pharmacy earnings may decline in
the short term due to the $1.30 tax imposed by the state of Massachusetts on
each prescription.  These costs should be partially offset by increased sales
due to additional pharmacies and additional governmental programs.

Cash - At March 31, 2003, we had approximately $1.2 million in cash.  We invest
available cash in highly liquid government instruments.
Accounts receivable - At March 31, 2003, we had accounts receivable of
approximately $4.0 million.  Although our sales have increased, our accounts
receivables have remained the same.

Debt - We had $845,839 of debt as of March 31, 2003.  Our debt increased due to
the acquisition of two retail pharmacies.  Because of our cash balances,
we have not needed to borrow to fund operations.










                                  20

<PAGE>
FORM 10-Q/A       NYER MEDICAL GROUP, INC.  000-20175     MARCH 31, 2003

                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We do not have any material risk with respect to changes in foreign
currency exchange rates, commodities prices or interest rates.  We do not
believe that we have any other relevant market risk with respect to the
categories intended to be discussed in this item of this report.
Item 4.  Controls and Procedures.

     a) Evaluation of disclosure controls and procedures. Based upon their
evaluation as of a date within 90 days of the filing date of this
Quarterly Report on FORM 10-Q/A, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures
(as defined in Rules 13a-14(c)and 15d-14(c) under the Securities and
Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission
rules and forms.

     b) Changes in internal controls. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation referenced in the
preceding paragraph, including any corrective actions with regard to
significant deficiencies and material weaknesses.































                                  21


<PAGE>
 FORM 10-Q/A        NYER MEDICAL GROUP, INC.   000-20175    MARCH 31, 2003

                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES


                            PART II


Item 1.  Legal Proceedings                            None

Item 2.  Changes in Securities and Use of Proceeds    None

Item 3.  Defaults upon Senior Securities              None

Item 4.  Submissions of Matters to Vote of
           Security Holders                           None

Item 5.  Other information

    The Company is still actively seeking to acquire medical related
companies.


Item 6.  Exhibits and Reports on Form 8-K

 (a)     99.1 Certification by Chief Executive Officer and Chief
         Financial Officer

 (b)     Reports on Form 8-K                    None






























                                  22


<PAGE>
FORM 10-Q/A        NYER MEDICAL GROUP, INC.   000-20175    MARCH 31, 2003

                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES






                                  SIGNATURES

     Pursuant to the requirements 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.



                                              NYER MEDICAL GROUP, INC.

     Date:  July 21, 2003                 /s/ Samuel Nyer

                                              Samuel Nyer,
                                              Chief Executive Officer
                                              and Principal Executive
                                              Officer






     Date: July 21, 2003                  /s/ Karen L. Wright
                                              Karen L. Wright,
                                              Chief Financial Officer
                                              and Principal Financial
                                              Officer





















                                  23




<PAGE>
CERTIFICATIONS

I, Samuel Nyer, Chief Executive Officer and Principal Executive
Officer of Nyer Medical Group, Inc. certify that:

1.    I have reviewed this quarterly report on FORM 10-Q/A of Nyer Medical
Group, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a)    designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

      a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.    The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ Samuel Nyer
    Chief Executive Officer and
    Principal Executive Officer
    July 21, 2003
                                  24

<PAGE>
CERTIFICATIONS

I, Karen L. Wright, Chief Financial Officer and Principal
Financial Officer of Nyer Medical Group, Inc. certify that:

1.    I have reviewed this quarterly report on FORM 10-Q/A of Nyer Medical
Group, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a)    designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

      a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.    The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ Karen L. Wright
    Chief Financial Officer
    and Principal Financial Officer
    July 21, 2003

                                  25
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K: continued,


EXHIBIT 99.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                        PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his
capacity as an officer of Nyer Medical Group, Inc. (the "Company"), that, to
his knowledge, the Quarterly Report of the Company on FORM 10-Q/A for the period
ended March 31, 2003, fully complies with the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 and that the
information contained in such report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

July 21, 2003         /s/ Samuel Nyer
                          Samuel Nyer,
                          Chief Executive Officer and
                          Principal Executive Officer

July 21, 2003         /s/ Karen L. Wright
                          Karen L. Wright
                          Chief Financial Officer and
                          Principal Financial Officer





A signed original of this written statement required by Section 906 has been
provided to Nyer Medical Group, Inc. and will be retained by Nyer Medical
Group, Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.


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