<SUBMISSION>
<ACCESSION-NUMBER>0001026608-02-000012
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020331
<FILING-DATE>20020510
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AAON INC
<CIK>0000824142
<ASSIGNED-SIC>3585
<IRS-NUMBER>870448736
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-18953
<FILM-NUMBER>02641375
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2425 SOUTH YUKON
<CITY>TULSA
<STATE>OK
<ZIP>74107
<PHONE>9185832266
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2425 SOUTH YUKON
<CITY>TULSA
<STATE>OK
<ZIP>74107
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DIAMOND HEAD RESOURCES INC
<DATE-CHANGED>19900808
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>aaon_10q302.txt
<DESCRIPTION>FORM 10-Q FOR THE PERIOD ENDED 3/31/2002
<TEXT>
                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2002

                      Commission file number: 33-183336-LA


                                   AAON, INC.
                                   ----------
             (Exact name of registrant as specified in its charter)


            Nevada                                                87-0448736
            ------                                                ----------
(State or other jurisdiction                                    (IRS Employer
      of incorporation)                                      Identification No.)



                     2425 South Yukon, Tulsa, Oklahoma 74107
                     ---------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (918) 583-2266
                                 --------------
              (Registrant's telephone number, including area code)


         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      X                               No
    -----------                             ----------

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date. 8,803,943 shares of
$.004 par value Common Stock.


                                      Page
<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements.

                  On pages 5 through 10 of this report.


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

                  AAON, Inc., engineers, manufactures and markets commercial
rooftop air-conditioning, heating and heat recovery equipment, air conditioning
coils and air handling and condensing units. AAON's primary products are its RK,
RF and RL (which was designed to replace the RF) series units and the Company
began producing water chillers in late 2001.

                  AAON sells its products to property owners and contractors
through a network of manufacturers' representatives and its internal sales
force. The demand for AAON's products is influenced by national and regional
economic and demographic factors. The commercial and industrial new construction
market is subject to cyclical fluctuations in that it is generally tied to
housing starts, but has a lag factor of 6-18 months. Housing starts, in turn,
are affected by such factors as interest rates, the state of the economy,
population growth and the relative age of the population. When new construction
is down, the Company emphasizes the replacement market.

                  The principal components of cost of goods sold are labor, raw
materials, component costs, factory overhead, freight out and engineering
expense. The principal raw materials used in AAON's manufacturing processes are
steel, copper and aluminum. The major component costs include compressors,
electric motors and electronic controls.

                  Selling, general and administrative costs include the
Company's internal sales force, warranty costs, profit sharing and
administrative expense. Warranty expense is estimated based on historical trends
and other factors. The Company's warranty period is generally one year from the
date of first use or 15 months from date of shipment; however, compressors (if
applicable) carry an additional four-year warranty and gas-fired heat exchangers
(if applicable) have a 15-year warranty.

                  In late 1997, the Company began receiving additional machinery
to allow for continued expansion of its production. At the end of 1997, the
Company bought a 40-acre tract of land across the street from its original
plant, containing 457,000 sq. ft. of manufacturing/warehouse space and a 22,000
sq. ft. office building (the "expansion facility"). In 1999 an enlargement of
slightly over 90,000 sq. ft. was begun on the Longview, Texas, facility, which
was completed in 2000. During 2001 the Company began producing its new, larger
tonnage RL series units in 100,000 sq. ft. of the expansion facility. Throughout
this time period, machinery was added in both the Tulsa and Longview facilities,
which allowed the Company to increase sales by 93% from 1997 to 2000. In
addition, these facilities have allowed the Company to install assembly areas
specifically designed for a particular product, thus improving assembly labor.
The new machinery additions have permitted better utilization of manufacturing
personnel. Also during this period, the Company invested heavily in creating new
computer software to improve its operations. These improvements and expansions
contributed to the increase in margins from 16.0% in 1997 to 24.7% in 2001.


                                      (1)
<PAGE>

                  Set forth below is income statement information with respect
to the Company for the quarters ended March 31, 2002, and 2001:

                                                    Quarter ended March 31,
                                                     2002             2001
                                                 -------------    ------------
                                                         (in thousands)

         Net sales                                   $ 35,990        $ 39,435
         Cost of sales                                 26,373          28,173
                                                     --------        --------

         Gross profit                                   9,617          11,262

         Selling, general and
          administrative expenses                       3,936           5,350
                                                     --------        --------

         Income from operations                         5,681           5,912
         Interest expense                                   3             296
         Other (income) expense                           (63)           (100)
                                                     --------        --------

         Income before income taxes                     5,741           5,716

         Income tax provision                           2,094           2,140
                                                     --------        --------
         Net income                                  $  3,647        $  3,576
                                                     ========        ========

                  Results of Operations. Net sales decreased by $3,445,000, down
8.7% from $39,435,000 to $35,990,000 during the three-month period ended March
31, 2002, compared to the same period in 2001. Sales to existing customers in
the first quarter of 2002 accounted for 85% of the Company's business, with the
balance coming from new business. The decrease in sales in 2002 resulted from a
continuation of a slowdown in the construction market and overall economic
conditions.

                  Gross profit decreased 1.9% in the first three months of 2002
to 26.7% compared to 28.6% in the same period in 2001. The decrease in margins
resulted from lower plant utilization attributable to the 8.7% decrease in sales
noted above.

                  SG&A expenses decreased $1,414,000 (26.4%) from $5,350,000
during the three months ended March 31, 2001, compared to $3,936,000 for the
same period in 2002, due primarily to improved warranty costs in 2002. Warranty
costs in 2001 were affected by the introduction of new products both within
existing and new product lines.

                  Financial Condition and Liquidity. Cash and cash equivalents
increased from $1,123,000 at December 31, 2001, to $10,653,000 at March 31,
2002. These funds and subsequent cash flows will be retained for general working
capital purposes and future business opportunities.

                  Accounts receivable decreased by $832,000 at March 31, 2002,
compared to December 31, 2001, due to increased collection efforts.


                                      (2)
<PAGE>

                  Property, plant and equipment increased $322,000 at March 31,
2002, reflecting primarily additions to machinery and equipment and building
renovations. All capital expenditures in the first three months of 2002 were
financed out of cash flow.

                  Accounts payable and accrued liabilities were up $2,137,000
due primarily to an increase in income taxes payable and the timing of payments
to vendors.

                  Management believes the Company's bank revolving credit
facility (or comparable financing), term loans and projected cash flow from
operations will provide the necessary liquidity and capital resources to the
Company for the foreseeable future. The Company's belief that it will have the
necessary liquidity and capital resources is based upon its knowledge of the
HVAC industry and its place in that industry, its ability to limit the growth of
its business if necessary, and its relationship with its existing bank lender.
For information concerning the Company's long-term debt at March 31, 2002, see
Note 3 to the financial Statements on pages 9 and 10 of this report.

Forward-Looking Statements

                  This report includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"expects," "anticipates," "intends," "believes," "seeks," "estimates," "will,"
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include (1) the timing
and extent of changes in material prices, (2) the effects of fluctuations in the
commercial/industrial new construction market, (3) the timing and extent of
changes in interest rates, as well as other competitive factors during the year,
and (4) general economic, market or business conditions.


Item 3.           Quantitative and Qualitative Disclosures About Market Risk.

                  While the Company is exposed to changes in interest rates
regarding its total debt of $3,992,000, a hypothetical 10% change in interest
rates on its variable rate borrowings would not have a material effect on the
Company's earnings or cash flow.

                  Foreign sales account for less than 2% of the Company's total
sales and the Company accepts payment for such sales only in U.S. dollars; hence
the Company is not exposed by any foreign currency exchange rate risk.

                  Important raw materials purchased by the Company are steel,
copper and aluminum, which are subject to price fluctuations. The Company
attempts to limit the impact of price increases on these materials by
negotiating with each of its major suppliers on a term basis from six months to
three years.


                                      (3)
<PAGE>

Item 5.           Other Events.

                  On April 24, 2002, the Company declared a 3-for-2 stock split
to be paid in the form of a 50% stock dividend on June 4, 2002, to stockholders
of record at the close of business on May 17, 2002.


                                      (4)
<PAGE>
<TABLE>
                                   AAON, Inc.
                           Consolidated Balance Sheets

                                              March 31, 2002*           December 31, 2001
                                              --------------            -----------------
                                                 (In Thousands, except per share data)
<CAPTION>
<S>                                                 <C>                          <C>
ASSETS
CURRENT ASSETS
     Cash and cash equivalents                      $ 10,653                     $  1,123
     Accounts receivable                              22,560                       23,392
     Inventories                                      14,069                       13,471
     Prepaid expenses                                    431                          220
     Deferred income tax                               4,067                        4,067
                                                  -----------                  -----------

     Total current assets                             51,780                       42,273
                                                  -----------                  -----------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                874                          874
     Buildings                                        16,965                       16,893
     Machinery and equipment                          35,572                       35,331
     Furniture and fixtures                            3,206                        3,197
                                                  -----------                  -----------

     Total property, plant & equipment                56,617                       56,295
     Less:  accumulated depreciation                  23,476                       22,273
                                                  -----------                  -----------

     Net property, plant & equipment                  33,141                       34,022
                                                  -----------                  -----------

     Total Assets                                   $ 84,921                     $ 76,295
                                                  ===========                  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                               $  7,005                     $  8,005
     Accrued liabilities                              16,633                       13,496
     Current maturities of long-term debt              3,142                          884
                                                  -----------                  -----------

     Total current liabilities                        26,780                       22,385
                                                  -----------                  -----------

DEFFERED TAX LIABILITY                                 2,884                        2,884
                                                  -----------                  -----------

LONG-TERM DEBT                                           850                          985
                                                  -----------                  -----------

STOCKHOLDERS' EQUITY
  **Common stock, $.004 par, 50,000,000                   35                           35
    shares authorized, 8,796,743 and
    8,666,207 issued and outstanding
    at March 31, 2002 and December 31,2001,
    respectively

    Preferred stock, 5,000,000 shares
    authorized, no shares issued

    Additional paid-in-capital                         1,782                        1,063
    Retained earnings                                 52,590                       48,943
                                                  -----------                  -----------

     Total stockholders' equity                       54,407                       50,041
                                                  -----------                  -----------

     Total Liabilities and Stockholders' Equity     $ 84,921                     $ 76,295
                                                  ===========                  ===========

 * Unaudited
** Reflects stock split effective September 28, 2001
</TABLE>


                                      (5)
<PAGE>
<TABLE>
                                   AAON, Inc.
                      Consolidated Statements of Operations

                                                       Three Months Ended

                                           March 31, 2002*             March 31, 2001*
                                           --------------              --------------
                                              (In Thousands, except per share data)
<CAPTION>
<S>                                              <C>                         <C>
Sales,  net                                      $ 35,990                    $ 39,435

Cost of sales                                      26,373                      28,173
                                              ------------                ------------

     Gross profit                                   9,617                      11,262

Selling, general and
    administrative expenses                         3,936                       5,350
                                              ------------                ------------

     Income from operations                         5,681                       5,912

Interest expense                                        3                         296

Other (income) expense                                (63)                       (100)
                                              ------------                ------------

Income before income taxes                          5,741                       5,716

Income tax provision                                2,094                       2,140
                                              ------------                ------------

     Net Income                                  $  3,647                    $  3,576
                                              ============                ============

**Earnings Per Share:
   Basic                                         $   0.42                    $   0.41
                                              ============                ============
   Diluted                                       $   0.40                    $   0.39
                                              ============                ============

**Weighted Average Shares Outstanding:
   Basic                                        8,729,769                   8,627,660
                                              ============                ============
   Diluted                                      9,126,561                   9,064,913
                                              ============                ============

 * Unaudited
** Reflects stock split effective September 28, 2001
</TABLE>


                                      (6)
<PAGE>
<TABLE>
                                   AAON, Inc.
                 Consolidated Statements of Stockholders' Equity

                                                  Common Stock                   Paid In            Retained
                                              Shares**        Amount             Capital            Earnings            Total
                                              ------          ------             -------            --------            -----
                                                                             (In Thousands)
<CAPTION>
<S>                                            <C>              <C>              <C>                <C>              <C>
Balance, December 31, 2001                     8,666            $ 35             $ 1,063            $ 48,943         $ 50,041

Exercise of Common Stock*                        131                                 719                                  719

Repurchase of Common Stock*                                                                                                 0

Net Income*                                                                                         $  3,647         $  3,647
                                         ------------  --------------  ------------------  ------------------  ---------------

Balance, March 31, 2002*                       8,797            $ 35             $ 1,782            $ 52,590         $ 54,407
                                         ============  ==============  ==================  ==================  ===============

 * Unaudited
** Reflects stock split effective September 28, 2001

</TABLE>


                                      (7)

<PAGE>
<TABLE>
                                   AAON, Inc.
                      Consolidated Statements of Cash Flows

                                                        Three Months Ended              Three Months Ended

                                                          March 31, 2002*                 March 31, 2001*
                                                          --------------                  --------------
                                                                           (In Thousands)
<CAPTION>
<S>                                                             <C>                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                                 $  3,647                        $  3,576
                                                              -----------                     -----------

     Adjustments to reconcile net income to net
     cash provided by operating activities-
          Depreciation and  amortization                           1,203                             929

          Change in assets and liabilities:
                  (Increase) decrease in:

                  Accounts receivable                                832                          (1,639)
                  Inventories                                       (598)                         (2,107)
                  Prepaid expenses                                  (211)                           (498)


                  Accounts payable                                (1,000)                         (3,598)
                  Accrued liabilities                              3,137                           4,698
                                                              -----------                     -----------

                              Total adjustments                    3,363                          (2,215)
                                                              -----------                     -----------

            Net cash provided by (used in)
                  operating activities                             7,010                           1,361
                                                              -----------                     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
       Capital expenditures                                         (322)                         (4,117)
                                                              -----------                     -----------


CASH FLOWS FROM FINANCING ACTIVITIES
       Borrowing under revolving credit agreement                  8,840                          19,375

       Payments under revolving credit agreement                  (6,582)                        (16,043)

       Changes in long-term debt                                    (135)                           (261)

       Exercise of stock options                                     719                              73

       Repurchase of common stock                                      -                            (390)
                                                              -----------                     -----------

               Net cash provided by (used in)
                     financing activities                          2,842                           2,754
                                                              -----------                     -----------

NET CHANGE IN CASH                                                 9,530                              (2)

CASH AND CASH EQUIVALENTS, beginning of period                     1,123                              17
                                                              -----------                     -----------

CASH AND CASH EQUIVALENTS, end of period                        $ 10,653                            $ 15
                                                              ===========                     ===========

* Unaudited
</TABLE>


                                      (8)
<PAGE>

                                   AAON, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2002


1.       BASIS OF PRESENTATION:
         ---------------------
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures made in these financial statements are adequate to make the
information presented not misleading when read in conjunction with the financial
statements and the notes thereto included in the Company's latest audited
financial statements which were included in the Form 10-K Report for the fiscal
year ended December 31, 2001, filed by AAON, Inc. with the SEC. Certain
reclassifications of prior year amounts have been made to conform to current
year presentations. These reclassifications had no impact on net income.
However, management believes that no adjustments to the financial statements are
necessary.

Cash and Cash Equivalents
Cash and cash equivalents consist of bank deposits and $10.5 million in highly
liquid, interest-bearing money market funds with initial maturities of three
months or less.

2.       INVENTORIES:
         -----------
Inventories at March 31, 2002 (unaudited), and December 31, 2001, consist of the
following:

                                    March 31, 2002           December 31, 2001
                                -------------------         ------------------

      Raw Materials                    $ 9,493,000                $11,226,000
      Work in Process                    2,631,000                  2,258,000
      Finished Goods                     1,945,000                  1,687,000
                                      ------------                -----------
                                       $14,069,000                $13,471,000
                                       ===========                ===========

3.       LONG-TERM DEBT:
         --------------
Long-term debt at March 31, 2002 (unaudited), and December 31, 2001, consists of
the following:

                                               March 31,           December 31,
                                                 2002                 2001
                                           ----------------     ----------------

      $15,150,000 bank line of credit
      with interest payable monthly at
      LIBOR plus 1.60% (3.47% at
      March 31, 2002) due July 31, 2002        $ 2,704,000          $   446,000


      Three notes payable due in 84
      equal installments totaling $36,489,
      plus interest at 7.47%, and 7.52%,
      collateralized by machinery and
      equipment                                  1,288,000            1,423,000
                                              -------------        ------------
                                                 3,992,000            1,869,000
         Less:  Current Maturities               3,142,000              884,000
                                              -------------        ------------
                                               $   850,000          $   985,000
                                              =============        ============


                                      (9)
<PAGE>

         The bank line of credit has a one year maturity date of July 31, 2002.

4.       NEW ACCOUNTING PRONOUNCEMENTS:
         -----------------------------
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations" (Statement 141), Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (Statement 142), and
Statement of Financial Accounting Standards No. 143, "Accounting for Asset
Retirement Obligations" (Statement 143). In October 2001, the FASB issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal for Long-Lived Assets" (Statement 144).

Statement 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Statement 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of Statement 142. The Company is required to adopt the
provisions of Statement 141 immediately and Statement 142 effective January 1,
2002. Goodwill acquired in business combinations completed before July 1, 2001
will continue to be amortized prior to the adoption of Statement 142. The
adoption of Statements 141 and 142 had no material impact on the Company's
results of operations or financial condition.

Statement 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the long-lived asset. Statement
143 is effective for fiscal years beginning after June 15, 2002. Statement 144
retains the requirement to report discontinued operations separately and extends
that reporting to a component of an entity that either has been disposed of or
is classified as held for sale. Statement 144 is effective for fiscal years
beginning after December 15, 2001, and for interim periods within those fiscal
years. The Company is currently assessing the impact of Statements 143 and 144
on its financial condition and results of operations.

5.       FOOTNOTES INCORPORATED BY REFERENCE:
         -----------------------------------
Certain footnotes are applicable to the financial statements, but would be
substantially unchanged from those presented in the December 31, 2001, 10-K
filed with the SEC. Accordingly, reference should be made to this statement for
the following:

     Note                            Description
     ====       =========================================================
       1        Business and Summary of Significant Accounting Policies
       4        Income Taxes
       5        Benefit Plans
       6        Shareholder Rights Plan
       7        Contingencies


                                      (10)
<PAGE>

                           PART II - OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K.

                  (a)      Exhibits - None.

                  (b)      Registrant did not file any reports on Form 8-K
                           during the three-month period ended March 31, 2002.


                                   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.


                                         AAON, INC.



Dated:  May 9, 2002                      By:  /s/ Norman H. Asbjornson
                                              -----------------------------
                                                  Norman H. Asbjornson
                                                       President



Dated:  May 9, 2002                      By:  /s/ Kathy I. Sheffield
                                              -----------------------------
                                                  Kathy I. Sheffield
                                                      Treasurer


                                      (11)
<PAGE>



</TEXT>
</DOCUMENT>
</SUBMISSION>
