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             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                 FORM 10-Q

     (Mark One)
(X)   Quarterly Report Under Section 13 or 15(D) of The Securities Exchange
      Act of 1934 for Quarter Ended September 30, 2002

                       OR

( )  Transition Report Pursuant to Section 13 or 15(d) of The  Securities
     Exchange Act of 1934


                       Commission File Number 0-275


                              Allen Organ Company
          (Exact name of registrant as specified in its charter)



     Pennsylvania                       23-1263194
  (State of Incorporation)      (I.R.S. Employer Identification No.)



  150 Locust Street, P. O. Box 36, Macungie, Pennsylvania      18062-0036
  (Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code           610-966-2200


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 _____

Number of shares outstanding of each of the issuer's classes of common
stock, as of November 06, 2002:

                    Class A -     Voting      83,864 shares
                    Class B - Non-voting   1,086,196 shares
<PAGE>
                            ALLEN ORGAN COMPANY
                                   INDEX


Part I  Financial Information

   Item 1.Financial Statements

          Consolidated Condensed Statements of Income for the nine months
          ended September 30, 2002 and 2001

          Consolidated Condensed Balance Sheets
          at September 30, 2002 and December 31, 2001

          Consolidated Condensed Statements of Cash Flows for the nine
          months ended September 30, 2002 and 2001

          Notes to Consolidated Condensed Financial Statements

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

   Item 3.Quantitative and Qualitative Disclosures About Market Risk.

   Item 4.Controls and Procedures

Part II    Other Information

   Item 4.Submission of Matters to a Vote of Security Holders

   Item 6.Exhibits and Reports on Form 8-K

Signatures
Certifications
Exhibits
<PAGE>
PART I  FINANCIAL INFORMATION
   ITEM 1.FINANCIAL STATEMENTS
                    ALLEN ORGAN COMPANY AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                 (Unaudited)


                         For the 3 Months Ended:      For the 9 Months Ended:
                         9/30/2002    9/30/2001       9/30/2002    9/30/2001

Net Sales               $15,705,708  $15,385,870     $49,086,929  $43,764,562

Cost and Expenses
 Costs of sales           9,950,064   10,212,368      29,544,274   31,319,047
 Selling, general and
  administrative          3,318,095    3,628,693      10,574,900   11,850,598
 Research and
  development             1,873,589    1,919,752       5,876,240    6,274,846
 Costs to close
  Southampton plant             --          --             --         530,000
 Impairment of VIR, Inc.
  goodwill                      --          --             --       1,400,000
   Total Costs and
    Expenses             15,141,748   15,760,813      45,995,414   51,374,491

Income (Loss) from
 Operations                 563,960     (374,943)      3,091,515   (7,609,929)

Other Income and (Expense)
 Interest and other income  219,920      201,876         461,121      911,448
 Interest expense               --          --             --        (315,084)
 Loss on sale of property,
  plant and equipment       (29,518)    (175,358)        (25,101)    (175,358)
 Minority interests in
  consolidated subsidiaries     --          --             --         (33,275)
 Total Other Income and
  Expense                   190,402       26,518         436,020       387,731

Income (Loss) Before Taxes  754,362     (348,425)      3,527,535    (7,222,198)

Income Tax Provision
 (Benefit)                  226,000      (85,000)      1,058,000    (2,768,000)

Net Income (Loss)       $   528,362  $  (263,425)    $ 2,469,535  $ (4,454,198)

Basic and Diluted Earnings
  Per Share (Loss)            $0.45       $(0.23)          $2.11        $(3.81)

Weighted Average Shares
 Used in Per Share
 Calculation              1,170,235    1,170,505       1,170,235     1,170,505

Dividends Per Share-Cash      $0.14        $0.14           $0.42         $0.42

Total Comprehensive
 Income (Loss)          $   522,439  $  (190,231)    $ 2,499,613  $ (4,578,269)

                                         See accompanying notes.
<PAGE>
                    ALLEN ORGAN COMPANY AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS

                                                   September 30,      Dec 31,
                     ASSETS                            2002            2001
                                                    (Unaudited)      (Audited)
Current Assets
 Cash                                               $ 5,462,989    $ 4,449,998
 Investments Including Accrued Interest              17,192,124     11,609,416
 Accounts Receivable, net of reserves of
  $500,720 and $350,492, respectively                 7,819,526      9,947,842
 Inventories:
  Raw Materials                                       5,132,829      5,515,815
  Work in Process                                     5,846,722      6,249,775
  Finished Goods                                      4,545,166      4,720,318
   Total Inventories                                 15,524,717     16,485,908
 Income Taxes Prepaid and Receivable                    574,293      1,106,214
 Prepaid Expenses                                       441,594        386,421
 Deferred Income Tax Benefits                         1,544,430      1,561,138
  Total Current Assets                               48,559,673     45,546,937
Property, Plant and Equipment                        27,357,137     26,600,965
  Less Accumulated Depreciation                     (15,979,677)   (15,109,416)
   Total Property, Plant and Equipment               11,377,460     11,491,549
Other Assets
 Inventory Held for Future Service                      812,625        811,249
 Note Receivable                                      2,397,291      1,997,107
 Cash Value of Life Insurance                         2,213,982      2,173,566
 Deferred Income Tax Benefits                         2,022,725      2,022,725
 Goodwill, net                                          194,523        194,523
 Intangible Assets, net                               1,764,464      2,218,504
 Other Assets                                            16,092         16,092
  Total Other Assets                                  9,421,702      9,433,766
     Total Assets                                   $69,358,835    $66,472,252

        LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
 Accounts Payable                                   $ 2,367,713    $ 2,750,251
 Other Accrued Expenses                               2,713,470      1,973,154
 Customer Deposits                                    3,009,541      2,978,023
  Total Current Liabilities                           8,090,724      7,701,428
Noncurrent Liabilities
 Deferred and Other Noncurrent Liabilities              846,859        707,769
 Accrued Pension Costs                                2,090,725      1,748,040
  Total Noncurrent Liabilities                        2,937,584      2,455,809
     Total Liabilities                               11,028,308     10,157,237

STOCKHOLDERS' EQUITY
 Common Stock     2002              2001
  Class A    127,232 shares;   127,232 shares           127,232        127,232
  Class B  1,410,761 shares; 1,410,761 shares         1,410,761      1,410,761
 Capital in Excess of Par Value                      12,921,577     12,903,610
 Retained Earnings
  Balance, Beginning                                 55,237,713     59,977,002
  Net Income                                          2,469,535     (4,083,810)
  Dividends - Cash 2002 and 2001                       (491,498)      (655,479)
  Balance, End                                       57,215,750     55,237,713
 Accumulated Other Comprehensive Income              (1,344,222)    (1,374,300)
   Sub-total                                         70,331,098     68,305,016
 Treasury Stock
  2002-43,368 Class A shares;324,565 Class B shares (12,000,571)          --
  2001-43,368 Class A shares;324,304 Class B shares      --        (11,990,001)
   Total Stockholders' Equity                        58,330,527     56,315,015
    Total Liabilities and Stockholders' Equity      $69,358,835    $66,472,252

                                       See accompanying notes.
<PAGE>
                    ALLEN ORGAN COMPANY AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (Unaudited)


                                For the 3 Months Ended: For the 9 Months Ended:
                                  9/30/2002  9/30/2001   9/30/2002   9/30/2001

CASH FLOWS FROM OPERATING
ACTIVITIES
 Net income (loss)               $  528,362 $ (263,425) $2,469,535 $(4,454,198)
 Adjustments to reconcile net
 income (loss) to net cash
  provided by operating
   activities
 Depreciation and amortization      691,750    655,515   2,111,205   2,257,931
 Deferred income tax benefits        (2,323)    39,246      16,708      69,147
 Loss from impairment of
  VIR, Inc. goodwill,
  included in operating
  expenses                            --         --            --    1,400,000
 Minority interest in
  consolidated subsidiaries           --         --            --       33,275
 Change in assets and liabilities
  Accounts receivable             1,876,816 (2,787,901)  2,128,316    (504,562)
  Inventories                       470,815  1,329,979     959,815   2,389,393
  Income taxes prepaid
   and receivable                   810,699   (161,762)    531,921  (3,145,505)
  Prepaid expenses                  108,820    157,945     (55,173)   (242,795)
  Prepaid pension costs               --        38,047         --        7,080
  Accounts payable                 (216,733)   706,004    (382,538)   (862,762)
  Accrued expenses                  315,319     11,094     740,316    (653,057)
  Customer deposits                 (37,721)    24,982      31,518      26,257
  Accrued Pension Costs             169,242       --       342,685         --
  Deferred and other noncurrent
   liabilities                       46,371     34,853     139,090     104,559
    Net Cash Provided by (Used
     In) Operating Activities     4,761,417   (215,423)  9,033,398  (3,575,237)

CASH FLOW FROM INVESTING
 ACTIVITIES
  Additions to goodwill and
   intangible assets                (27,000)      --       (29,780)   (156,243)
  Increase in note receivable         --          --      (400,184)   (399,058)
  Net additions to plant and
   equipment                       (566,046)   (63,479) (1,513,296) (1,052,376)
  Increase in cash value of
   life insurance                   (40,416)   (47,783)    (40,416)    (47,783)
  Net (purchase) or sale of
   short-term investments        (7,348,328)   208,801  (5,552,630) 12,732,933
    Net Cash (Used in) Provided
     by Investing Activities     (7,981,790)    97,539  (7,536,306) 11,077,473

CASH FLOWS FROM FINANCING
ACTIVITIES
  Proceeds from bank loans            --          --          --     3,300,000
  Repayment of bank loans             --          --          --   (12,000,000)
  Proceeds from sale of
   subsidiary stock                  15,927       --        17,967      96,333
  Reacquired Class B common
   shares                           (10,570)      --       (10,570)     (6,891)
  Dividends paid in cash           (163,808)  (163,865)   (491,498)   (491,615)
  Subsidiary company stock
   reacquired from
    minority shareholders             --      (350,603)       --      (400,053)
    Net Cash Used in Financing
     Activities                    (158,451)  (514,468)   (484,101) (9,502,226)

NET (DECREASE) INCREASE IN CASH  (3,378,824)  (632,352)  1,012,991  (1,999,990)

CASH, BEGINNING                   8,841,813  1,344,730   4,449,998   2,712,368

CASH, ENDING                     $5,462,989 $  712,378  $5,462,989  $  712,378

             SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid (refunded) for:
   Income Taxes                   $(584,699)$   77,777  $  526,079  $  319,777
   Interest                       $   --    $     --    $     --    $  315,084

                         See accompanying notes.
<PAGE>
                    ALLEN ORGAN COMPANY AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Interim Financial Statements
  The  results  of  operations  for the interim periods  presented  in  this
  report  are not necessarily indicative of results to be expected  for  the
  fiscal  year.   In  the  opinion of management, the information  contained
  herein   reflects  all  adjustments  considered  necessary  for   a   fair
  presentation  of  the interim financial statements.  All such  adjustments
  are of a normal recurring nature.

  Certain  notes and other information have been condensed or  omitted  from
  the  interim  financial statements presented in the  Quarterly  Report  on
  Form  10-Q.   Therefore,  these financial statements  should  be  read  in
  conjunction with the Company's 2001 Annual Report on Form 10-K.

2.New Accounting Standards
  Effective  January  1, 2002, the Company adopted the following  Statements
  issued  by  the  Financial Accounting Standards Board  (FASB)  neither  of
  which had a material affect on the Company's financial statements.

     SFAS 142, "Goodwill and Other Intangible Assets" - replaces the
      requirement to amortize intangible assets with indefinite lives and
      goodwill with a requirement for an impairment test.  The amount of
      goodwill amortization included in the operating expenses for the
      three and nine months ended September 30, 2001 was $6,732 and
      $71,546, respectively.

     SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived
      Assets" - Establishes one accounting model, used for long-lived
      assets to be held and used, disposed of by sale or otherwise
      disposed.

  In  June  2002,  the  FASB issued SFAS No. 146, "Accounting  for  Exit  or
  Disposal  Activities."   SFAS 146 addresses the  recognition,  measurement
  and  reporting  of  costs  associated with exit and  disposal  activities,
  including  restructuring activities.  SFAS 146 is effective  for  exit  or
  disposal  activities that are initiated after December 31, 2002.  Adoption
  of  SFAS  146  is  not  expected to have an  impact  on  the  consolidated
  financial position or results of operations of the Company.

3.Stock Option Plan
  On  July  25,  2002,  the Company adopted the Allen  Organ  Company  Stock
  Option  Plan  to  encourage  stock ownership  by  certain  key  employees.
  During  the third quarter of 2002, the Company granted options to purchase
  12,000 shares of the Company's Class B stock, at the fair market value  on
  the  date of grant.  These options were not included in computing  earning
  per share because their effect was antidilutive.


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

Liquidity and Capital Resources:
    Cash flows from operating activities increased during the three and nine
months  ended September 30, 2002 when compared to the same period  in  2001,
due to higher operating income, income tax refunds and decreases in accounts
receivable in the Data Communications segment.

    Cash  flows from investing activities were used to purchase  short  term
investments  and  property  and  equipment  during  the  nine  months  ended
September  30,  2002,  including  approximately  $900,000  in  the   Musical
Instruments  segment,  $100,000  in the Electronic  Assemblies  segment  and
$500,000  in  the  Data Communications segment.  For the nine  months  ended
September 30, 2001 cash flows from investing activities were provided by the
liquidation of short term investments which were used to repay bank loans.

Results of Operations:
Sales and Operating Income
                           For the 3 Months Ended:    For the 9 Months Ended:
                           9/30/2002    9/30/2001     9/30/2002     9/30/2001
Net Sales to
 Unaffiliated Customers
   Musical Instruments   $ 5,778,976   $ 5,976,634   $18,701,819   $18,208,419
   Data Communications     8,130,042     7,960,398    25,654,556    16,770,366
   Electronic Assemblies   1,486,132     1,134,936     3,582,948     7,401,992
   Audio Equipment           310,558       313,902     1,147,606     1,383,785
    Total                $15,705,708   $15,385,870   $49,086,929   $43,764,562

 Intersegment Sales
   Musical Instruments   $   133,553   $    10,260   $   298,699   $    51,087
   Data Communications           --            136         --          193,574
   Electronic Assemblies      49,063           --        131,540          --
   Audio Equipment            13,151        22,081        71,385        41,482
    Total                $   195,767   $    32,477   $   501,624   $   286,143

 Income (Loss) from Operations
   Musical Instruments   $   154,023   $ 1,170,937   $ 1,799,900   $ 1,846,125
   Data Communications       525,480      (972,644)    1,997,708    (9,006,780)
   Electronic Assemblies      50,254      (175,962)     (298,208)      257,670
   Audio Equipment          (165,797)     (397,274)     (407,885)     (706,944)
    Total                $   563,960   $  (374,943)  $ 3,091,515   $(7,609,929)

Musical Instruments Segment
    Sales  decreased  $197,658 and increased $493,400 respectively  for  the
three  and  nine months ended September 30, 2002 when compared to  the  same
periods in 2001.  While the order rate for the first nine months of 2002 was
slightly lower than the same period in 2001, sales for the first nine months
of  2002 were higher due to shipments made against the order backlog.   This
segment  has been negatively affected by lower stock market valuations  that
affect   consumer  confidence  as  well  as  their  donations  to  religious
institutions.   Religious  institutions  are  a  primary  market  for   this
segment's products.

    The gross profit percentage decreased to 23% and 30% respectively during
the  three and nine months ended September 30, 2002 from 40% and 31% in  the
same  periods  of  2001.  These decreases are due to higher operating  costs
including  employee  pension expense and lower  absorption  of  fixed  costs
related  to  planned  decreases  in  the level  of  inventory  necessitating
slightly lower levels of production.

    Selling,  general and administrative, research and development  expenses
increased slightly during the three and nine months ended September 30, 2002
when compared to the same periods in 2001.

    The  Company's  pension expense has increased due  to  lower  investment
returns  realized  in  the  Company's defined benefit  pension  plans.   The
Company has reduced its long-term rate of return assumption in both  of  its
defined  benefit  pension  plans due to lower  projected  future  investment
returns  and  expects  that pension related costs will  increase  in  future
years.

Data Communications Segment
    Sales increased $169,644 and $8,884,190 respectively, for the three  and
nine  months ended September 30, 2002 when compared to the same  periods  in
2001.   The 2002 sales increased due to new product introductions  and  from
redirection of the Company's sales and marketing efforts away from CLECs  to
other Data Communications markets.

   Gross profit margins increased to 51.3% and 52.8% respectively during the
three  and nine months ended September 30, 2002 from 36.7% and 34.3%  during
the same periods in 2001 due to the higher sales volume over which to absorb
fixed costs and changes in product mix.  The gross margins for the three and
nine  months  ended September 30, 2001 were negatively affected by  $819,000
and  $1,539,000 respectively, of additional inventory valuation  adjustments
recorded  at  VIR,  Inc.  (VIR)  for  slow  moving  and  obsolete  inventory
associated with discontinued product lines.

    Sales and marketing expenditures decreased approximately $218,000  (12%)
and $685,000 (12%) during the three and nine months ended September 30, 2002
when  compared  to the same periods in 2001 primarily due to cost  reduction
programs.

    General and administrative expenses for the three months ended September
30,  2002  were approximately equal to the same period in 2001 and decreased
approximately $300,000 (12%) during the nine months ended September 30, 2002
when  compared  to  the  same  period in  2001.   Research  and  development
expenditures  decreased  approximately  $103,000  (6%)  and  $386,000   (7%)
respectively  for the three and nine months ended September  30,  2002  when
compared to the same periods in 2001.  These decreases are primarily due  to
the  combination  of  the VIR operations into Eastern Research,  Inc.  (ERI)
during 2001 and an overall reduction in personnel.

    The  combination  of  increased sales, higher gross  margins  and  lower
operating  costs resulted in operating income of approximately $525,000  and
$1,997,000,  respectively for the three and nine months ended September  30,
2002 for this segment compared to large operating losses in the same periods
of  2001.   The  2001  operating  losses were also  negatively  affected  by
inventory valuation adjustments, plant closing costs, and a charge to  write
down  the  goodwill  and  intangible assets of  VIR  totaling  $819,000  and
$3,469,000  for  the  three  and  nine  months  ended  September  30,  2001,
respectively.  Future sales visibility remains limited throughout  the  Data
Communications  market  that ERI serves with many companies  that  buy  Data
Communications  equipment  continuing to  lower  their  capital  expenditure
spending   for   such  equipment.   These  factors,  along  with   continued
uncertainty  in  completing  sales to larger  accounts,  create  significant
uncertainty of operating results in future quarters.

Electronic Assemblies Segment
     Sales  increased  $351,196  during  the  third  quarter  and  decreased
$3,819,044 during the nine months ended September 30, 2002 when compared  to
the  same periods in 2001.  The increase in sales for the three months ended
September 30, 2002 is due to higher order rates from some existing customers
and  the  addition  of new customers.  The decrease in sales  for  the  nine
months  was due to the severe economic slowdown that affected the  Company's
contract  manufacturing customers.  Future sales visibility remains  limited
for this segment.

    Gross  profit  margin for the third quarter was 8.7% and  for  the  nine
months ended September 30, 2002 was a loss of approximately $(44,000)  (1%).
Gross profit margins for the three and nine months ended September 30,  2001
were  a  loss  of  approximately $(60,000) (5%) and a  gross  profit  of  8%
respectively.

    Selling,  general  and administrative expenses for the  three  and  nine
months ended September 30, 2002 decreased slightly when compared to the same
periods in 2001.

Audio Equipment Segment
    Sales decreased $3,344 and $236,179 for the three and nine months  ended
September 30, 2002 when compared to the same periods in 2001.  Gross  profit
margins  were  23% and 24% respectively in the three and nine  months  ended
September 30, 2002.

    Selling, general and administrative costs decreased during the three and
nine  months  ended September 30, 2002 when compared to the same  period  in
2001.

    Legacy  Audio  has  historically sold  its  products  through  a  direct
marketing program.  This method of distribution limited Legacy's ability  to
penetrate  the broader market.  Legacy has been implementing  a  program  to
distribute  its  products through a more traditional  dealer  network.   The
Company has added independent retail dealers and will continue to do so in a
conservative manner to build a quality dealer network.  During this  period,
Legacy  has  been  shifting  marketing  resources  to  the  new  method   of
distribution.  This results in Legacy receiving a lower price  per  sale  to
allow the dealers to realize a retail markup.  The lower product prices that
Legacy  receives are in part offset by eliminating Legacy's direct marketing
expense  that is not required in the new sales model.  The general  economic
slowdown  has  affected the sales for certain consumer goods  including  the
Company's Legacy products.

   Legacy's speaker cabinets are now manufactured at the Company's Macungie,
PA  plant.  During July 2002 Legacy's sales offices were re-located  to  the
Macungie facility.  The effect of this consolidation was immaterial.

Other Income and Expense
    Investment  income  increased slightly during  the  three  months  ended
September  30, 2002 when compared to the same periods in 2001 due to  higher
invested  balances and decreased during the nine months ended September  30,
2002  due to lower invested balances and lower rates of return available  on
invested funds.

Income Taxes
    The tax provision for the three and nine months ended September 30, 2002
are  based on the estimated effective tax rate for the year, which  is  less
than the statutory rate due to tax credits and exempt income.

Factors that May Affect Operating Results
The  statements  contained in this report on Form 10-Q that are  not  purely
historical are forward looking statements within the meaning of Section  27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934, including statements regarding the Company's expectations,  hopes,
intentions  or strategies regarding the future.  Forward looking  statements
include:  statements  regarding  future  products  or  product  development;
statements  regarding  future  research and  development  spending  and  the
Company's  marketing and product development strategy, statements  regarding
future production capacity.  All forward looking statements included in this
document  are  based  on information available to the Company  on  the  date
hereof,  and  the Company assumes no obligation to update any  such  forward
looking  statements.  Readers are cautioned not to place undue  reliance  on
these  forward looking statements, which reflect management's opinions  only
as  of  the  date hereof.  Readers should carefully review the risk  factors
described  in other documents the Company files from time to time  with  the
Securities and Exchange Commission, including the Annual Report on Form  10-
K.   It  is important to note that the Company's actual results could differ
materially  from  those  in such forward looking statements.   Some  of  the
factors  that could cause actual results to differ materially are set  forth
below.

The   Company  has  experienced  and  expects  to  continue  to   experience
fluctuations  in  its  results  of  operations.   Factors  that  affect  the
Company's  results  of operations include the volume and  timing  of  orders
received, changes in global economics and financial markets, changes in  the
mix  of products sold, market acceptance of the Company's and its customer's
products,  competitive  pricing pressures, global currency  valuations,  the
availability  of  electronic  components that  the  Company  purchases  from
suppliers,  the Company's ability to meet increasing demand,  the  Company's
ability  to  introduce new products on a timely basis,  the  timing  of  new
product  announcements and introductions by the Company or its  competitors,
changing  customer  requirements, delays in new product qualifications,  the
timing  and extent of research and development expenses and fluctuations  in
manufacturing yields.  As a result of the foregoing or other factors,  there
can   be  no  assurance  that  the  Company  will  not  experience  material
fluctuations  in  future operating results on a quarterly or  annual  basis,
which   would  materially  and  adversely  affect  the  Company's  business,
financial condition and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   No change from information disclosed in the Company's 2001 annual report
   on form 10-K.

ITEM 4.  CONTROLS AND PROCEDURES.
    Within  ninety  days prior to the filing of this Report,  the  Company's
Chief   Executive  Officer  and  Chief  Financial  Officer   evaluated   the
effectiveness  of  the  design  and operation of  the  Company's  disclosure
controls  and  procedures, which are designed to  insure  that  the  Company
records, processes, summarizes and reports in a timely and effective  manner
the  information  required  to be disclosed in the  reports  filed  with  or
submitted  to  the  Securities  and Exchange Commission.   Based  upon  this
evaluation,  they  concluded that, as of the date  of  the  evaluation,  the
Company's  disclosure  controls  are effective.   Since  the  date  of  this
evaluation, there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls.

PART II    OTHER INFORMATION
   Item 4.   Submission of Matters to a Vote of Security Holders
   (a)       Special Meeting: July 25, 2002
   (b)        In  addition to the waiver of reading of the minutes  of  the
        prior  meeting, the shareholders ratified the adoption of the Allen
        Organ  Company Stock Option Plan.  All resolutions were adopted  by
        the vote of all shareholders present, in person or proxy.

   Item 6.     Exhibits and Reports on Form 8-K
   (a)  Exhibits
        Exhibit No.   Description
        10.1          Allen Organ Company Stock Option Plan
        99.1          Certification Pursuant to 18 U.S.C. Section 1350,
                      as Adopted Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002

        99.2          Certification Pursuant to 18 U.S.C. Section 1350,
                      as Adopted Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002

   (b)                No  reports  on Form 8-K were filed during  the  quarter
                       ended September 30, 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.

                                            Allen Organ Company
                                                (Registrant)

Date:November 7, 2002                /s/STEVEN MARKOWITZ
                                     Steven Markowitz, President and Chief
                                     Executive Officer

Date:November 7, 2002                /s/NATHAN S. ECKHART
                                     Nathan S. Eckhart, Vice President-Finance,
                                     Chief Financial and Principal Accounting
                                     Officer
<PAGE>
                    ALLEN ORGAN COMPANY AND SUBSIDIARIES

   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven Markowitz, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Allen Organ
  Company;
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/STEVEN MARKOWITZ
Steven Markowitz
Chief Executive Officer
November 7, 2002

<PAGE>

                    ALLEN ORGAN COMPANY AND SUBSIDIARIES

   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Nathan S. Eckhart, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Allen Organ
  Company;
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/NATHAN S. ECKHART
Nathan S. Eckhart
Chief Financial Officer
November 7, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>stockplan.txt
<TEXT>



Exhibit 10.1

                    ALLEN ORGAN COMPANY STOCK OPTION PLAN
I.   Purpose and Scope
          The purposes of this Plan are to encourage stock ownership by
employees, non-employee directors, agents, consultants or independent
contractors of Allen Organ Company (the "Company") and its Subsidiaries (as
defined herein), to provide an incentive for such employees, non-employee
directors, agents, consultants or independent contractors to expand and
improve the profits and prosperity of the Company, and to assist the Company
in attracting and retaining such individuals through the grant of options to
purchase shares of the Company's common stock.

II.  Definitions
          Unless otherwise required by the context:
A.   "Agreement" shall mean the written instrument evidencing the grant of an
Option.  The Participant may be issued one or more Agreements from time to
time, reflecting one or more Options.

B.   "Board" shall mean the Board of Directors of the Company.

C.   "Change in Control" means the occurrence of (1) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended), either individually or together with that person's
affiliates or associates, becoming the beneficial owner, directly or
indirectly, of at least 50% of the outstanding voting shares of common stock
or (2) during any period of two consecutive years, individuals who, at the
beginning of such period constituted the Board, ceasing for any reason to
constitute at least a majority of the Board unless the election of each
director of the Board, who was not a director of the Board at the beginning
of such period, was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period, or (3) an approval by the Company's shareholders (or if approval is
not required, by the Company's Board) of the Company merging or consolidating
with or having its assets purchased by another corporation and as a result of
said merger, consolidation or sale of assets, less than a majority of the
outstanding voting stock of the surviving, resulting or purchasing
corporation being owned, immediately after the transaction, by the holders of
the voting stock of the Company outstanding immediately before the
transaction.  Notwithstanding the foregoing, a Change in Control will not be
deemed to occur due to the transfer of shares of voting common stock of the
Company between individuals who are related within two (2) degrees of
consanguinity by will, gift or trust transferred pursuant to the laws of
descent and distribution of the Commonwealth of Pennsylvania or pursuant to
an agreement to purchase or sell such common stock of the Company.

D.   "Committee" shall mean the Stock Option Plan Committee, which is
appointed by the Board, and which shall be composed of three members of the
Board.

E.   "Common Stock" shall mean the Class B common stock of Allen Organ
Company, Inc., par value $1.00 per share.

F.   "Company" shall mean Allen Organ Company, a Pennsylvania corporation.

G.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

H.   "Fair Market Value" shall be determined as follows:
      (a)  During such time as the Common Stock is not listed on an established
     stock exchange or exchanges but is quoted on the NASDAQ National Market
     System, the fair market value per share of the Common Stock shall be the
     closing sale price for such a share on the relevant day.  If no sale of
     Common Stock has occurred on that day, the fair market value shall be
     determined by reference to such price for the next preceding day on which
     a sale occurred.

     (b)  During such time as the Common Stock is not listed on an established
     stock exchange or quoted on the NASDAQ National Market System, the fair
     market value per share of the Common Stock shall be the mean between the
     closing "bid" and "asked" prices for such a share on the relevant day.  If
     no closing "bid" and "asked" prices are quoted for that day, the fair
     market value shall be determined by reference to such prices for the next
     preceding day on which such closing prices were quoted.

     (c)  If the Common Stock is listed on an established stock exchange or
     exchanges, the fair market value per share of the Common Stock shall be
     the composite closing sale price for such a share on the relevant day.
     If no sale of Common Stock has occurred on that day, the fair market value
     shall be determined by reference to such price for the next preceding day
     on which a sale occurred.

     (d)  In the event that the Common Stock is not traded on an established
     stock exchange or quoted on the NASDAQ National Market System, and no
     closing "bid" and "asked" prices are available on a relevant day, then
     the fair market value per share of Common Stock will be the price
     established by the Committee or the Board in good faith.

          In connection with determining the fair market value of a share of
Common Stock on any relevant day, the Committee or the Board may use any
source deemed reliable; and its determination shall be final and binding on
all affected persons.

I.   "Option" shall mean a right to purchase Common Stock, granted pursuant
to the Plan.

J.   "Option Price" shall mean the purchase price for Common Stock under an
Option, as determined in Section VI below.

K.   "Participant" shall mean an employee of the Company or a Subsidiary to
whom an Option is granted under the Plan.  Participant shall also mean any
non-employee director, agent, consultant or independent contractor providing
key services to the Company to whom an Option is granted under the Plan.

L.   "Plan" shall mean the Allen Organ Company Stock Option Plan.

III. Stock to be Optioned

          Subject to the provisions of Section XII of the Plan, the maximum
number of shares of Common Stock that for which Options may be granted under
the Plan is 100,000 shares.  Such shares may be treasury, or authorized, but
unissued, shares of Common Stock of the Company.  In no even shall the number
of Options granted to any one person exceed 40,000 during a 12-consecutive
month period.

IV.  Administration

          The Plan shall be administered by the Committee.  Two members of
the Committee shall constitute a quorum for the transaction of business.  The
Committee shall be responsible to the Board for the operation of the Plan,
and shall make recommendations to the Board with respect to participation in
the Plan by employees, non-employee directors, agents, consultants or
independent contractors of the Company or its subsidiaries, and with respect
to the extent of that participation.  The interpretation and construction of
any provision of the Plan by the Committee shall be final, unless otherwise
determined by the Board.  No member of the Board or the Committee shall be
liable for any action or determination made by him in good faith.

V.   Eligibility

          The Board, upon recommendation of the Committee, may grant Options
to any employee (including an employee who is a director or an officer) of
the Company or its Subsidiaries or any non-employee director, agent,
consultant or independent contractor who provides or has provided key
services to the Company or its Subsidiaries.  Options may be awarded by the
Board at any time and from time to time to new Participants, or to then
Participants, or to a greater or lesser number of Participants, and may
include or exclude previous Participants, as the Board, upon recommendation
by the Committee shall determine.  Options granted at different times need
not contain similar provisions.  Options granted pursuant to the Plan are not
intended to qualify as "incentive" stock options under Code Section 422.

VI.  Option Price

          The purchase price for Common Stock under each Option shall
generally be 100 percent of the Fair Market Value of the Common Stock at the
time the Option is granted, but in no event will such purchase price be less
than the par value of the Common Stock.

VII. Terms and Conditions of Options

          Options granted pursuant to the Plan shall be authorized by the
Board and shall be evidenced by Agreements in such form as the Board, upon
recommendation of the Committee, shall from time to time approve.  Such
Agreements shall comply with and be subject to the following terms and
conditions:

A.   Vesting in Options.  The Board may, in its discretion, subject any
Option granted under the Plan to a vesting schedule.  Any such schedule will
govern the ability of a Participant to exercise an Option granted hereunder.
An Option may be exercised only during the continuance of the Participant's
employment, except as provided in Section VIII and Section IX.  No such
Agreement shall impose upon the Company or its Subsidiaries, however, any
obligation to employ the Participant for any period of time.

B.   Time and Method of Payment.  The Option Price shall be paid in full in
cash at the time an Option is exercised under the Plan.  However, in lieu of
cash, with the approval of the Committee at or prior to exercise, a
Participant may exercise his Option by tendering to the Company, shares of
Common Stock owned by him and having a fair market value equal to the cash
exercise price applicable to his Option or by delivering such combination of
cash and such shares as the Committee in its sole discretion may approve.
Notwithstanding the foregoing, Common Stock may not be tendered as payment
unless it has been held, beneficially and of record, for at least one year.
In addition, at the request of the Participant, and to the extent permitted
by applicable law, the Company may, in its sole discretion, selectively
approve arrangements with a brokerage firm under which such brokerage firm,
on behalf of the Participant, shall pay to the Company the exercise price of
the Option being exercised, and the Company, pursuant to an irrevocable
notice from the Participant, shall promptly deliver the shares being
purchased to such firm.  Promptly after the exercise of an Option and the
payment of the full Option Price, the Participant shall be entitled to the
issuance of a stock certificate evidencing his ownership of such Common
Stock.  A Participant shall have none of the rights of a shareholder until
shares are issued to him, and no adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.

C.   Number of Shares.  Each Option shall state the total number of shares of
Common Stock to which it pertains.

D.   Option Period and Limitations on Exercise of Options.  Each Option
granted under the Plan shall be exercisable only after the earlier of the
date on which (1) the Participant has met the vesting period requirements as
the Committee shall specify, if any, in the Agreement or (2) a Change in
Control occurs.  Except as provided in the Agreement, an Option may be
exercised in whole or in part at any time during its term.  No Option may be
exercised after the expiration of ten years and one month from the date it is
granted.  No Option may be exercised for a fractional share of Common Stock.

E.   Withholding Taxes.

(1)  Subject to the provisions of Subsection E(2), the Company will require
that a Participant as a condition of the exercise of an Option, or any other
person or entity receiving Common Stock upon exercise of an Option, pay or
reimburse any taxes which the Company is required to withhold in connection
with the exercise of the Option at such time as withholding is required by
law.

(2)  With the approval of the Committee, a Participant may satisfy the
withholding obligation described in Subsection E(1), in whole or in part, by
electing to have the Company withhold shares of Common Stock (otherwise
issuable upon the exercise of an Option) having a fair market value equal to
the amount required to be withheld.  An election by a Participant to have
shares withheld for this purpose shall be subject to the following
restrictions:
    (a)  it must be made prior to the date on which the amount of tax to be
     withheld is determined;

    (b)  it shall be irrevocable; and

    (c)  it shall be subject to disapproval by the Committee; and

    (d)  it shall be subject to such additional requirements as may be
     applicable under securities laws at the relevant time.

F.   Restriction on Transfer.  By exercising options granted under this Plan
a Participant agrees and consents to the following:

(1)  Certificates representing shares which are subject to this Plan shall
bear such legend as counsel to the Company may deem appropriate.

VIII.      Termination of Employment

A.   Retirement.  In the event of termination of employment of the
Participant due to retirement (as such term is defined in the Company's
applicable employee pension benefit plan), an Option shall lapse at the
earlier of (1) the expiration of the term of the Option or (2) three months
from the date of retirement.

B.   Total and Permanent Disability.  Except as otherwise provided in the
relevant Option Agreement, in the event of termination of employment due to
the determination that the Participant has become "disabled" as defined in
Code Section 72(m)(7), an Option shall lapse at the earlier of (1) the
expiration of the term of the Option, or (2) three months after termination
due to such causes.

C.   Involuntary Termination.  Except as otherwise provided in Subsection E
or the relevant Option Agreement, in the event of termination of employment
at the election of the Company, all Options shall lapse as of the earlier of
(1) the expiration of the term of the Option, or (2) three months after the
date of termination of employment.

D.   Voluntary Termination.  In the event of termination of employment at the
election of the Optionee (other than for retirement or total and permanent
disability) then the Option shall lapse on the date of such termination of
employment.

E.   Termination for Cause.  In the event of termination of employment "for
cause" all Options granted to such Participant shall lapse on the date of
termination of employment.  Termination "for cause" shall mean the
Participant was terminated after:

(1)  Conviction of or plea of guilty or nolo contendere to a felony, a crime
of falsehood or a crime involving moral turpitude or the actual incarceration
of the Participant for a period of ten (10) consecutive days;

(2)  The Participant's failure to follow the good faith written instructions,
with respect to the Company or its operations, of management of the Company;
or
(3)  A Participant's willful misconduct or neglect of duties as an employee
of the Company.

IX.  Provisions Relating to Options Granted to Non-employee Directors,
Agents, Consultants and Independent Contractors

      Subject to paragraph (A) of this Section IX, Options granted to
nonemployee directors, agents, consultants and independent contractors of the
Company or its Subsidiaries shall be subject to the same terms and conditions
as are applicable to Options granted to Employees, except for any terms or
condition that is clearly not applicable under the circumstances.

A.   Special Provisions.  The following provisions shall, with respect to
non-employee Options, supersede any contrary provision in this Plan document.

(i)  References to an Optionee's employment or termination of employment
     shall be deemed references to a non-employee's service or termination of
     service on behalf of the Company or its Subsidiaries.

X.   Rights in Event of Death

          If a Participant dies without having fully exercised his Options,
the executors or administrators, or legatees or heirs, of his estate shall
have the right to exercise such Options to the extent that such deceased
Participant was entitled to exercise the Options on the date of his death,
however, such Option shall lapse at the earlier of the expiration of the term
of the Option or three months after termination (unless otherwise provided in
the relevant Option Agreement) due to such causes.

XI.  No Obligations to Exercise Option

          The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.

XII. Nonassignability

          Options shall not be transferable other than by will or by the law
of descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.

XIII.     Effect of Change in Stock Subject to the Plan

          The aggregate number of shares of Common Stock available for
Options under the Plan, the shares subject to any Option and the price per
share shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock subsequent to the effective date
of the Plan resulting from (A) a subdivision or consolidation of shares or
any other capital adjustment, (B) the payment of a stock dividend, or
(C) other increase or decrease in such shares effected without receipt of
consideration by the Company.  If the Company shall be the surviving
corporation in any merger or consolidation, any Option shall pertain, apply,
and relate to the securities to which a holder of the number of shares of
Common Stock subject to the Option would have been entitled after the merger
or consolidation.  Upon dissolution or liquidation of the Company, or upon a
merger or consolidation in which the Company is not the surviving
corporation, all Options outstanding under the Plan shall terminate;
provided, however, that in the case of a merger or consolidation, a provision
may be made for the substitution of the Options of the acquiring or resulting
corporation.

XIV.  Amendment and Termination

          The Board, by resolution, may terminate, amend, or revise the Plan
with respect to any shares as to which Options have not been granted.
Neither the Board nor the Committee may, without the consent of the holder of
an Option, alter or impair any Option previously granted under the Plan,
except as authorized herein.  Unless sooner terminated, the Plan shall remain
in effect for a period of ten years from the date of the Plan's adoption by
the Board.  Termination of the Plan shall not affect any Option previously
granted.

XIV. Agreement and Representation of Participants

          As a condition to the exercise of any portion of an Option, the
Company may require the person exercising such Option to represent and
warrant at the time of such exercise that any shares of Stock acquired at
exercise are being acquired only for investment and without any present
intention to sell or distribute such shares, if, in the opinion of counsel
for the Company, such a representation is required under the Securities Act
of 1933 or any other applicable law, regulation, or rule of any governmental
agency.

XV.  Reservation of Shares of Stock

          The Company, during the term of this Plan, will at all times
reserve and keep available, and will seek or obtain from any regulatory body
having jurisdiction any requisite authority necessary to issue and to sell,
the number of shares of Common Stock that shall be sufficient to satisfy the
requirements of this Plan.  The inability of the Company to obtain from any
regulatory body having jurisdiction the authority deemed necessary by counsel
for the Company for the lawful issuance and sale of its Stock hereunder shall
relieve the Company of any liability in respect of the failure to issue or
sell Stock as to which the requisite authority has not been obtained.

XVI. Effective Date of Plan.

          The Plan shall be effective from the date that the Plan is approved
by the Board provided that the Plan is approved by the shareholders of the
Company within 12 months thereafter.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex9910902.txt
<TEXT>


                     ALLEN ORGAN COMPANY


Exhibit 99.1


Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report of Allen Organ
Company (the "Company") on Form 10-Q for the period ended
September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Steven
Markowitz, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C.  1350 as adopted pursuant to  906 of
the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of
  section 13(a) or 15(d) of the Securities Exchange Act of
  1934; and
2.   The information contained in the Report fairly presents,
  in all material respects, the financial condition and result
  of operations of the Company.



/s/STEVEN MARKOWITZ
Steven Markowitz
Chief Executive Officer
November 7, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex9920902.txt
<TEXT>


                     ALLEN ORGAN COMPANY


Exhibit 99.2


Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report of Allen Organ
Company (the "Company") on Form 10-Q for the period ended
September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Nathan S.
Eckhart, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C.  1350 as adopted pursuant to  906 of
the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of
  section 13(a) or 15(d) of the Securities Exchange Act of
  1934; and
2.   The information contained in the Report fairly presents,
  in all material respects, the financial condition and result
  of operations of the Company.



/s/NATHAN S. ECKHART
Nathan S. Eckhart
Chief Financial Officer
November 7, 2002

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