



                United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 29, 2002

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________________ to _______________

                          Commission file number 1-6352

                             JOHN H. HARLAND COMPANY
             (Exact name of registrant as specified in its charter)


          GEORGIA                                     58-0278260
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

        2939 Miller Rd.
        Decatur, Georgia                                30035
(Address of principal executive offices)             (Zip code)


                                 (770) 981-9460
              (Registrant's telephone number, including area code)

                               (Not Applicable)
(Former name, former address and former fiscal year, if changed since last
report.)

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 ( ).

The number of shares of the Registrant's Common Stock outstanding on April 26,
2002 was 29,219,126.

                                      -1-
<PAGE>




                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                                TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION

  ITEM 1.  FINANCIAL STATEMENTS

    CONDENSED CONSOLIDATED BALANCE SHEETS. . . . . . . . . . . . . . . .3
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS. .5
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . .6
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . .7

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . 13

  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 16

PART II.  OTHER INFORMATION

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . 17



                                      -2-

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

<TABLE>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>



                                     ASSETS
                                     ------

(In thousands, except share and               March 29,   December 31,
per share amounts)                              2002          2001
----------------------------------------------------------------------
                                            (Unaudited)
<S>                                         <C>           <C>
 Current Assets:

 Cash and cash equivalents                  $  13,354     $  10,096
 Accounts receivable, net                      63,508        60,926
 Inventories                                   18,443        19,762
 Deferred income taxes                         25,621        25,621
 Other                                          6,742        11,179
                                            ----------    ----------
 Total current assets                         127,668       127,584
                                            ----------    ----------

 Investments and Other Assets:

 Investments                                    5,990         7,896
 Goodwill                                     125,498       125,409
 Intangible assets - net                        8,684         9,312
 Deferred income taxes                          6,431         6,604
 Refundable contract payments                  28,886        27,563
 Other                                         18,638        19,899
                                            ----------    ----------
 Total investments and other assets           194,127       196,683
                                            ----------    ----------

 Property, plant and equipment                341,181       334,260
 Less accumulated depreciation
    and amortization                          197,878       191,534
                                            ----------    ----------
 Property, plant and equipment - net          143,303       142,726
                                            ----------    ----------

 Total                                      $ 465,098     $ 466,993
                                            ==========    ==========

<FN>

 See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

                                      -3-

<PAGE>


<TABLE>
<CAPTION>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

(In thousands, except share and               March 29,   December 31,
per share amounts)                              2002          2001
----------------------------------------------------------------------
                                            (Unaudited)
 <S>                                         <C>           <C>
 Current Liabilities:

  Accounts payable                           $  24,012     $  23,880
  Deferred revenues                             38,958        31,240
  Accrued liabilities:
     Salaries, wages and employee benefits      23,833        27,077
     Taxes                                      18,673        16,729
     Other                                      14,689        17,230
                                             ----------    ----------
  Total current liabilities                    120,165       116,156
                                             ----------    ----------

  Long-Term Liabilities:

  Long-term debt, less current maturities      105,103       124,118
  Other                                         24,642        24,695
                                             ----------    ----------
  Total long-term liabilities                  129,745       148,813
                                             ----------    ----------
  Total liabilities                            249,910       264,969
                                             ----------    ----------
  Shareholders' Equity:

  Series preferred stock, authorized 500,000
     shares of $1.00 par value, none issued          -             -
  Common stock, authorized 144,000,000
     shares of $1.00 par value,
     37,907,497 shares issued                   37,907        37,907
  Additional paid-in capital                     2,382             -
  Retained earnings                            376,075       372,164
  Accumulated other comprehensive income         1,983         3,710
  Unamortized restricted stock awards           (5,948)       (8,218)
                                             ----------    ----------
                                               412,399       405,563
  Less 8,688,371 and 8,977,790 shares
     of treasury stock - at cost,
     respectively                              197,211       203,539
                                             ----------    ----------
  Shareholders' equity - net                   215,188       202,024
                                             ----------    ----------

  Total                                      $ 465,098     $ 466,993
                                             ==========    ==========

<FN>

See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

                                      -4-
<PAGE>


<TABLE>
<CAPTION>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                FOR THE THREE MONTH PERIODS ENDED MARCH 29, 2002
                               AND MARCH 30, 2001
                                   (Unaudited)

 (In thousands, except
  per share amounts)                            2002          2001
--------------------------------------------------------------------------

<S>                                         <C>           <C>
Net Sales                                   $ 185,572     $ 191,291
Cost of sales                                 101,210       106,662
                                            ----------    ----------
Gross Profit                                   84,362        84,629
Selling, general and
  administrative expenses                      67,611        59,905
Amortization of intangibles                       628         3,563
                                            ----------    ----------

Income From Operations                         16,123        21,161
                                            ----------    ----------
Other Income (Expense):
Interest expense                               (1,584)       (3,439)
Other - net                                       (15)          144
                                            ----------    ----------
Total                                          (1,599)       (3,295)
                                            ----------    ----------

Income Before Income Taxes                     14,524        17,866
Income Taxes                                    5,737         7,593
                                            ----------    ----------
Net Income                                      8,787        10,273

Retained Earnings at
  Beginning of Period                         372,164       343,998
                                            ----------    ----------
                                              380,951       354,271
Cash dividends                                 (2,194)       (2,148)

Issuance of treasury
   shares under stock plans                    (2,682)       (3,170)
                                            ----------    ----------
Retained Earnings at
  End of Period                             $ 376,075     $ 348,953
                                            ==========    ==========
Weighted Average Shares
   Outstanding:
     Basic                                     29,237        28,837
     Diluted                                   30,753        29,424
                                            ==========    ==========
Earnings Per Common Share:
     Basic                                  $    0.30     $     .36
     Diluted                                $    0.29     $     .35
                                            ==========    ==========
Cash Dividends Per
   Common Share                             $    .075     $    .075
                                            ==========    ==========

<FN>

See Notes to Condensed Consolidated Financial Statements.

</FN>
</TABLE>

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED MARCH 29, 2002 AND MARCH 30, 2001
                                   (Unaudited)

(In thousands)                                            2002         2001
-----------------------------------------------------------------------------

<S>                                                   <C>         <C>
Operating Activities:
Net income                                            $  8,787    $  10,273
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization                          13,549       14,835
 Stock-based compensation                                7,015          445
 Other                                                   1,018          960
 Change in assets and liabilities:
  Deferred income taxes                                      -        4,261
  Accounts receivable                                   (2,593)      23,105
  Inventories and other current assets                   4,650       14,140
  Accounts payable and accrued liabilities               1,827      (25,369)
  Refundable contract payments                          (4,309)      (2,293)
                                                      ---------   ----------
Net cash provided by operating activities               29,944       40,357
                                                      ---------   ----------
Investing Activities:
Purchases of property, plant and equipment              (9,510)     (12,378)
Proceeds from sale of property, plant and equipment      1,204           36
Long-term investments and other assets                    (121)       2,590
                                                      ---------   ----------
Net cash used in investing activities                   (8,427)      (9,752)
                                                      ---------   ----------
Financing Activities:
Purchases of treasury stock                             (1,568)      (1,003)
Issuance of treasury stock                               4,914        1,669
Dividends paid                                          (2,194)      (2,148)
Long-term debt - net                                   (19,014)     (30,007)
Other - net                                               (397)         366
                                                      ---------   ----------
Net cash used in financing activities                  (18,259)     (31,123)
                                                      ---------   ----------

Increase (decrease) in cash and cash equivalents         3,258         (518)
Cash and cash equivalents at beginning of period        10,096       18,480
                                                      ---------   ----------
Cash and cash equivalents at end of period            $ 13,354    $  17,962
                                                      ==========  ==========

<FN>

See Notes to Condensed Consolidated Financial Statements.

</FN>
</TABLE>

                                      -6-
<PAGE>


                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 29, 2002
                                   (Unaudited)

1.   Basis of Presentation

The condensed consolidated financial statements contained in this report are
unaudited but reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations, financial
position and cash flows of the John H. Harland Company and subsidiaries ("the
Company") for the interim periods reflected. Certain information and note
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted pursuant to applicable rules and regulations of the Securities
and Exchange Commission. The results of operations for the interim period
reported herein are not necessarily indicative of results to be expected for the
full year. Certain reclassifications have been made in the 2001 financial
statements and notes to financial statements to conform to the 2002
classifications.

2.   Accounting Policies

The condensed consolidated financial statements included herein should be read
in conjunction with the consolidated financial statements and notes thereto, and
the Independent Auditors' Report included in the Company's Annual Report on Form
10-K for the year ended December 31, 2001 ("2001 Form 10-K").

Reference is made to the accounting policies of the Company described in the
notes to consolidated financial statements included in the 2001 Form 10-K. Other
than as described in Note 4 below, the Company has consistently followed those
policies in preparing this report.

3.   Acquisitions

In March 2001, the Company's Scantron subsidiary acquired ImTran,
Inc.("ImTran"). ImTran was a data collection and document capture solutions firm
specializing in automated data collection and document imaging. In October 2001,
the Company's Printed Products segment acquired the assets of DocuPrint,
Incorporated ("DocuPrint"). DocuPrint produced forms for major financial
institutions. Also, in October 2001, the Company's Scantron subsidiary acquired
substantially all the assets of the Scanning Systems division of Associated
Business Products, Inc., a subsidiary of Global DocuGraphix, Inc. for
approximately $6.0 million in cash.

The assets acquired through acquisitions in 2001 totaled $7.5 million. Of the
total acquisition costs, $5.8 million was allocated to goodwill. All
consideration was paid in cash that was funded with proceeds from the Company's
credit facility.

4.   Goodwill and Intangible Assets

In June 2001, the Financial Accounting Standards Board issued Statement No. 142,
"Goodwill and Other Intangibles" ("SFAS 142"). Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are tested
at least annually for impairment. Separable intangible assets with defined lives
will continue to be amortized over their useful lives. Effective January 1,
2002, the Company adopted SFAS 142. During the three months ended March 29,
2002, the Company completed its transitional goodwill impairment test. An
independent valuation firm was engaged to perform the impairment test. Based
upon the analysis, there was no impairment of goodwill upon adoption of SFAS
142.

Application of the non-amortization provisions of SFAS 142 is expected to result
in an increase in net income of approximately $10.4 million for the 2002 year.
The following presents a reconciliation of net income and earnings per share
information for the three months ended March 29, 2002 and March 30, 2001 with
the 2001 period adjusted for the non-amortization provisions of SFAS 142:


                                      -7-

<PAGE>


<TABLE>
<CAPTION>

                                                Three months ended
                                              March 29,      March 30,
                                                2002            2001
                                              -------------------------
<S>                                             <C>           <C>
Net income (in thousands):
   Reported                                     $  8,787      $ 10,273
   Add: Goodwill amortization,
     net of tax effect                                 -         2,636
                                                ---------     ---------
   Adjusted                                     $  8,787      $ 12,909
                                                =========     =========

Basic earnings per share:
   Reported                                     $   0.30      $   0.36
   Add: Goodwill amortization,
     net of tax effect                                 -          0.09
                                                ---------     ---------
   Adjusted                                         0.30      $   0.45
                                                =========     =========

Diluted earnings per share:
   Reported                                     $   0.29      $   0.35
   Add: Goodwill amortization,
     net of tax effect                                -           0.09
                                                ---------     ---------
   Adjusted                                         0.29      $   0.44
                                                =========     =========

</TABLE>

The changes in the carrying amounts of goodwill by business segment for the
three months ended March 29, 2002 are as follows (in thousands):
<TABLE>
<CAPTION>

                      Printed    Software &
                      Products      Services     Scantron   Consolidated
                    ----------------------------------------------------
<S>                   <C>          <C>           <C>         <C>
Balances as of
 December 31, 2001    $ 24,572     $ 82,128      $ 18,709    $125,409

Purchase price
 allocation adjustment      89            -             -          89
                      --------     --------      --------    --------
Balances at
 March 29, 2002       $ 24,661     $ 82,128      $ 18,709    $125,498
                      ========     ========      ========    ========

</TABLE>

Intangible assets with definitive lives consist of customer lists. At March 29,
2002 and December 31, 2001, the gross carrying amount of customer lists totaled
$23.5 million. The related accumulated amortization totaled $14.8 million at
March 29, 2002 and $14.2 million at December 31, 2001. Customer list
amortization expense for the three months ended March 29, 2002 and March 30,
2001 was $0.6 million and $0.7 million, respectively. The estimated intangible
amortization expense for each of the next five years beginning January 1, 2002
is as follows (in thousands):

<TABLE>

   <S>                                      <C>
   For the year ended December 31, 2002     $ 2,219
   For the year ended December 31, 2003     $ 1,524
   For the year ended December 31, 2004     $ 1,524
   For the year ended December 31, 2005     $ 1,524
   For the year ended December 31, 2006     $ 1,524

</TABLE>

5.   Income Taxes

The effective income tax rate decreased from 42.5% for the three month period
ended March 30, 2001 to 39.5% for the three month period ended March 29, 2002.
This decrease was primarily due to the nondeductible portion of goodwill
amortization in 2001 that is not in the 2002 period because of the
implementation of SFAS 142.


                                      -8-

<PAGE>


6.   Inventories

As of March 29, 2002 and December 31, 2001, inventories consisted of the
following (in thousands):

<TABLE>
<CAPTION>

                                               2002            2001
------------------------------------------------------------------------
<S>                                         <C>             <C>
Raw materials and semi-finished goods       $ 16,334        $ 17,309
Finished goods                                 1,672           1,688
Hardware component parts                         437             765
                                            ---------       ---------
Total                                       $ 18,443        $ 19,762
                                            =========       =========

</TABLE>

7.   Long Term Debt

The Company has a revolving credit facility (the "Credit Facility") with a
syndicate of banks in an amount of $325.0 million. The Credit Facility matures
in 2004 and may be used for general corporate purposes, including acquisitions,
and includes both direct borrowings and letters of credit. The Credit Facility
is unsecured and the Company presently pays a commitment fee of 0.175% on the
unused amount of the Credit Facility. Borrowings under the Credit Facility bear
interest, at the Company's option, on the following indices (plus a margin as
defined): the Federal Funds Rate, the SunTrust Bank Base Rate or LIBOR. The
Credit Facility has certain financial covenants including leverage, fixed charge
and minimum net worth tests. The Credit Facility also has restrictions that
limit the Company's ability to incur additional indebtedness, grant security
interests or sell its assets beyond certain amounts.

At March 29, 2002, the Credit Facility consisted of $105.0 million in
outstanding cash borrowings, $5.3 million in outstanding letters of credit and
$214.7 million available for borrowing. In addition to the outstanding letters
of credit, the Company has outstanding a surety bond in the amount of $1.1
million issued by an insurance company that covers certain insurance
obligations. The average interest rate in effect on outstanding cash borrowings
at March 29, 2002, including the effect of the Company's interest rate hedging
program, was 5.21%.

The Company recognizes all derivatives at fair value as either assets or
liabilities in the statement of financial position. The Company uses derivative
financial instruments to manage interest rate risk. On the date the interest
rate derivative contract is entered into, the Company designates the derivative
as either a fair value hedge or a cash flow hedge. The Company formally
documents the relationships between hedging instruments and the hedged items, as
well as its risk-management objectives and strategy for undertaking various
hedge transactions. The Company formally assesses, both at the hedge's inception
and on an ongoing basis, whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in cash flows of the
hedged items.

The Company enters into interest rate swap agreements to manage its exposure to
interest rate movements by effectively exchanging floating rate payments for
fixed rate payments without the exchange of the underlying principal. The
interest rate swaps are directly matched against U.S. dollar LIBOR contracts
outstanding under the Company's Credit Facility and are reset quarterly. Both
the interest rate swaps and the Credit Facility mature in 2004. The interest
rate swaps are structured to amortize on a quarterly basis so that on a
percentage basis, they approximate the Company's forecasted cash flows. The
differential between fixed and variable rates to be paid or received is accrued
as interest rates change in accordance with the agreements and recognized over
the life of the agreements as an adjustment to interest expense. The notional
principal amount of interest rate swaps outstanding was $89 million at March 29,
2002. The average fixed rate in effect based on three-month LIBOR was 4.92%. The
net change in fair value of the swaps at March 29, 2002 is reported in other
comprehensive income (See Note 8). The swaps are considered to be highly
effective as the swaps qualify for the shortcut method of hedge accounting.
Accordingly, no amounts for hedge ineffectiveness were reported in earnings
during the three months ended March 29, 2002.

                                      -9-

<PAGE>


8.   Comprehensive Income

Other comprehensive income for the Company includes foreign currency translation
adjustments, unrealized gains (losses) on investments and changes in fair value
of cash flow hedging instruments. Total comprehensive income for the three month
periods ended March 29, 2002 and March 30, 2001 was as follows (in thousands):

<TABLE>
<CAPTION>

                                               2002            2001
------------------------------------------------------------------------
<S>                                         <C>             <C>
Net income:                                 $  8,787        $ 10,273
Other comprehensive
 income (loss):
  Foreign exchange
    translation adjustments                     (428)            380
  Unrealized losses on
    investments, net of $128 and $206
    in tax benefits                           (1,769)         (8,233)
  Changes in fair value of cash
    flow hedging instruments,
    net of ($301) and $83 in tax
    (provisions) benefits                        470            (130)
                                            ---------       ---------
Comprehensive income                        $  7,060        $  2,290
                                            =========       =========

</TABLE>

                                      -10-

<PAGE>


9.  Earnings per Common Share

The computation of basic and diluted earnings per share for the three month
periods ended March 29, 2002 and March 30, 2001 is as follows (in thousands,
except per share amounts):

<TABLE>
<CAPTION>

                                              March 29,       March 30,
                                                2002            2001
-----------------------------------------------------------------------
<S>                                         <C>            <C>
Computation of basic earnings per common share:

Numerator
   Net Income                               $    8,787     $   10,273
                                            -----------    -----------
Denominator
   Average weighted shares
   outstanding                                  29,148         28,775

   Average weighted deferred
   shares outstanding under
   non-employee directors
   compensation plan                                89             62
                                            -----------    -----------
   Shares outstanding for
   basic earnings per share
   calculation                                  29,237         28,837
                                            -----------    -----------
Basic earnings per share                    $     0.30     $     0.36
                                            ===========    ===========

Computation of diluted earnings per common share:

Numerator
   Net Income                               $    8,787     $   10,273

   Reduced interest expense
   on assumed conversions of
   convertible subordinated
   debentures                                        -             68
                                            -----------    -----------
   Net income for diluted
   earnings per share
   calculation                                   8,787         10,341
                                            -----------    -----------
Denominator
   Basic weighted average
   shares outstanding                           29,237         28,837

   Dilutive effect of stock
   options                                       1,516            326

   Assumed conversions
   of convertible subordinated
   debentures                                        -            261
                                            -----------    -----------

   Shares outstanding for
   diluted earnings per share
   calculation                                  30,753         29,424
                                            -----------    -----------

Diluted earnings per share                  $     0.29     $     0.35
                                            ===========    ===========

</TABLE>

                                      -11-

<PAGE>


10.   Business Segments

The Company operates its business in three segments. The Printed Products
segment ("Printed Products") includes checks and direct marketing activities
marketed primarily to financial institutions. The Software and Services
("Software & Services") segment is focused on the financial institution market
and includes lending and mortgage origination and closing applications, database
marketing software, host processing applications, and business intelligence
solutions. The Scantron segment ("Scantron") represents products and services
sold by the Company's Scantron subsidiary including scanning equipment and
software, scannable forms, survey solutions and field maintenance services.
Scantron sells these products and services to the commercial, financial
institution and education markets.

The Company's operations are primarily in the United States and Puerto Rico.
There were no significant intersegment sales and no material amounts of the
Company's sales are dependent upon a single customer. Equity investments as well
as foreign assets are not significant to the consolidated results of the
Company. The Company's accounting policies for segments are the same as those
described in Note 2. Management evaluates segment performance based on segment
income or loss before income taxes. Segment income or loss excludes interest
income, interest expense and certain other non-operating gains and losses, all
of which are considered corporate items. Corporate assets consist primarily of
cash and cash equivalents, deferred income taxes, investments and other assets
not employed in production. Total assets of each business segment did not change
materially from the amount disclosed in the 2001 Form 10-K.

Selected summarized financial information for 2002 and 2001 periods were as
follows (in thousands):

<TABLE>
<CAPTION>

                                   Business Segment
                           -------------------------------
                            Printed  Software &
                           Products   Services    Scantron   Corporate &    Consoli-
                                                            Eliminations    dated
-----------------------------------------------------------------------------------
<S>                        <C>         <C>        <C>        <C>         <C>
Quarter ended March 29, 2002:
Net sales                  $  130,757  $ 31,413   $ 23,893   $   (491)   $ 185,572
Income (loss)                  21,320     3,582      6,169    (16,547)      14,524

Quarter ended March 30, 2001:
Net sales                  $  138,801  $ 29,891   $ 22,908   $   (309)   $ 191,291
Income (loss)                  24,813    (1,931)     5,345    (10,361)      17,866


</TABLE>

                                      -12-

<PAGE>


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

The Company operates its business in three segments. The Printed Products
segment ("Printed Products") includes checks and direct marketing activities
marketed primarily to financial institutions.

The Software and Services segment ("Software & Services") is focused on the
financial institution market and includes lending and mortgage origination and
closing applications, database marketing software, host processing applications
and business intelligence solutions.

The Scantron segment ("Scantron") includes scanning equipment and software,
scannable forms, survey solutions and field maintenance services. Scantron sells
these products and services to the commercial, financial institution and
education markets.

RESULTS OF OPERATIONS FIRST QUARTER 2002 VERSUS 2001

Consolidated net sales were $185.6 million for the quarter ended March 29, 2002
compared to $191.3 million for the quarter ended March 30, 2001, a decrease of
3.0%.

Printed Products sales totaled $130.8 million and $138.8 million for the first
quarters of 2002 and 2001, respectively, a decrease of 5.8%. The largest
decrease occurred in traditional check printing operations where a 10.7% volume
decrease occurred. The volume decline was primarily attributable to the loss of
large customers during 2001 and a decline in orders received from a direct check
marketer. The impact of these two factors was moderated by an improvement of
2.9% in average price per unit partially due to lower volume with the direct
check marketer which is less favorably priced, and also to price increases.
Sales also decreased in direct marketing activities primarily due to fewer
openings of brokerage accounts and a continued slowdown in direct mail campaigns
for credit card companies. Sales in computer checks and related products
increased in 2002 compared to 2001 due to increased sales for software companies
and the financial institution referral business.

Software & Services sales increased 5.0% or $1.5 million from $29.9 million in
the first quarter of 2001 to $31.4 million in the first quarter of 2002. Sales
increases in branch automation applications, new customer relationship
management applications, lending applications, host processing applications and
analytical services more than offset decreases in database marketing software.

Scantron's sales for the first quarter increased 4.4% from $22.9 million in 2001
to $23.9 million in 2002. The increase was primarily due to the acquisition of
ImTran, Inc. (March 2001) and Scanning Systems (October 2001) and also to
internal growth in field services. Increases in sales of scannable forms were
offset by reduced sales of optical mark reading equipment.

Consolidated gross profit decreased slightly by 0.2% from $84.6 million in the
first quarter of 2001 to $84.4 million in the first quarter of 2002, but
increased as a percentage of sales from 44.2% in 2001 to 45.5% in 2002.
Increases in gross profit from Software & Services and Scantron were offset by a
6.8% decrease in Printed Products gross profit. Printed Products gross profit
decreased due to lower volumes in checks and direct marketing. As a percentage
of sales, Printed Products gross margin was 37.9% in 2002 compared to 38.3% in
2001. This decrease was due to $1.3 million for one-time severance costs related
to digital implementation, consolidation of web operations and relocation costs
for the consolidation of Seattle and Portland printing operations. These
one-time costs more than offset profitability improvements realized from process
improvements and new technology. Software & Services gross profit increased
14.7% from 2001 and, as a percentage of sales, increased to 69.8% in 2002 from
63.9% in 2001 due primarily to the increase in sales and also due to cost
management activities. Scantron's gross profit increased by 4.1% from 2001, but
decreased slightly as a percentage of sales to 54.0% in 2002 from 54.2% in 2001.

                                      -13-

<PAGE>

Consolidated selling, general and administrative expenses increased by $7.7
million or 12.9% in the first quarter of 2002 from 2001. These expenses as a
percentage of sales were 36.4% in 2002 compared to 31.3% in 2001. The increase
was due primarily to stock-based compensation that totaled $7.0 million in 2002
compared to $0.4 million in 2001. The increase in stock-based compensation was
primarily due to a $6.8 million charge in 2002 related to accelerated vesting of
certain restricted stock grants, net of the resulting reduction of amortization
expense for the first quarter of 2002. These grants vested as a result of the
Company's favorable stock price performance.

Amortization of intangibles decreased to $0.6 million in the first quarter of
2002 compared to $3.6 million in the first quarter of 2001. The primary reason
for the decrease was the elimination in 2002 of goodwill amortization pursuant
to a new accounting standard. Effective January 1, 2002, the Company adopted
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). In accordance with SFAS 142, goodwill and
indefinite-lived intangible assets are no longer amortized but will be assessed
for impairment on at least an annual basis. Goodwill amortization expense
totaled $2.9 million in the first quarter of 2001.

Consolidated income from operations decreased $5.0 million from the first
quarter of 2001, primarily due to the impact of the accelerated vesting of
restricted stock grants, which was partially offset by the elimination of
goodwill amortization in 2002.

Interest expense decreased by $1.9 million from 2001 due to lower interest rates
and less long-term debt outstanding in 2002 compared with 2001. Consolidated
income before income taxes decreased $3.3 million compared to the first quarter
of 2001.

The Company's consolidated effective income tax rates were 39.5% and 42.5% for
the three-month periods ending March 29, 2002 and March 30, 2001, respectively.
The lower effective rate in 2002 is a result of the elimination of goodwill
amortization, most of which was nondeductible for tax purposes.

The Company's net income for the first quarter of 2002 was $8.8 million compared
to $10.3 million for 2001. Basic and diluted earnings per share were $0.30 and
$0.29, respectively, for the first quarter of 2002 compared to basic and diluted
earnings per share of $0.36 and $0.35, respectively, for the same period in
2001. Included in the first quarter of 2002 was a charge for accelerated vesting
of stock grants which reduced diluted earnings by $0.13 per share net of the
resulting reduction of amortization expense for the quarter. Amortization of
goodwill reduced the first quarter of 2001 diluted earnings per share by $0.09.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

Cash flows provided by operating activities of $29.9 million for the first three
months of 2002 decreased $10.4 million compared to $40.3 million for the first
three months of 2001 primarily due to a refund of income taxes in the first
quarter of 2001. The primary uses of funds in the first three months of 2002
were for the payment of long-term debt, capital expenditures, refundable
customer contract payments, dividend payments to shareholders and purchases of
treasury stock.

In March 2000, the Company's Board of Directors authorized the purchase of 2.9
million shares of the Company's outstanding common stock. Shares purchased under
this program may be held in treasury, used for acquisitions, used to fund the
Company's stock benefit and compensation plans or for other corporate purposes.
During the first quarter of 2002, the Company purchased 57,900 shares of its
common stock under this authorization at a cost of approximately $1.6 million.
As of March 29, 2002, the Company had purchased a total 503,046 shares under the
2.9 million share purchase authorization at an average cost of $21.15 per share.

                                      -14-

<PAGE>

Purchases of property, plant and equipment totaled $9.5 million in the first
three months of 2002, compared to $12.4 million in 2001. Capital expenditures
during both periods were primarily for digital printing equipment and process
improvement activities in Printed Products. In 2002, capital expenditures are
forecasted between $38.0 million and $42.0 million and will include further
digital technology implementation and process improvements. The Company expects
to have digital printing technology installed in all Printed Products domestic
check imprint operations by the end of the second quarter of 2002.

As of March 29, 2002, the Company's accumulated other comprehensive income
totaled $2.0 million and consisted of net unrealized gains on investments, net
changes in fair value of cash flow hedging instruments and foreign currency
translation adjustments.

The Company has a $325.0 million revolving credit facility with a syndicate of
banks. The Credit Facility matures in 2004 and may be used for general corporate
purposes, including acquisitions, and includes both direct borrowings and
letters of credit. As of March 29, 2002, direct borrowings totaled $105.0
million under the facility. There were $5.3 million in outstanding letters of
credit, which were issued under the credit facility, leaving $214.7 million
available for borrowings at March 29, 2002.

On March 29, 2002, the Company had $13.4 million in cash and cash equivalents.
The Company believes that its current cash position, funds from operations and
the availability of funds under the credit facility will be sufficient to meet
anticipated requirements for working capital, dividends, capital expenditures
and other corporate needs. Management is not aware of any condition that would
materially alter this trend. The Company also believes that it possesses
sufficient unused debt capacity and access to capital markets to pursue
additional acquisition opportunities.

OUTLOOK

The Company believes that its financial position continues to be strong and
expects a positive cash flow in all business segments in 2002. The Company
projects a slight increase in the Printed Products segment's 2002 profits due
to implementation of new technology and process improvements which should offset
a decrease in 2002 sales, primarily in the first half of the year attributable
to the loss of market share in 2001. A decline in orders received from a direct
check marketer will also affect 2002 sales. The Company anticipates the Software
& Services segment's profitability will continue to improve steadily during 2002
due to increased sales of existing products and services as well as new products
and services. The Scantron segment is also projected to increase sales and
profits in 2002 through internal growth in sales and a full year's impact from
acquisitions.

RISK FACTORS AND CAUTIONARY STATEMENTS

When used in this report and in subsequent filings by the Company with the
Securities and Exchange Commission, in the Company's press releases and in
written or oral statements made by authorized representatives of the Company,
the words or phrases "should result," "are expected to," "will continue," "is
anticipated," "estimate," "project" or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are necessarily
subject to certain risks and uncertainties, including, but not limited to, those
discussed below that could cause actual results to differ materially from the
Company's historical experience and its present expectations or projections.
Caution should be taken not to place undue reliance on any such forward-looking
statements, which speak only as of the date such statements are made and which
may or may not be based on historical experiences and/or trends which may or may
not continue in the future. The Company does not undertake and specifically
declines any obligation to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect events or circumstances
occurring after the date of such statements or to reflect the occurrence of
unanticipated events.

                                      -15-

<PAGE>

Various factors may affect the Company's financial performance, including, but
not limited to, those factors discussed below and could cause the Company's
actual results for future periods to differ from any opinions, statements or
projections expressed with respect thereto. Such differences could be material
and adverse. Many variables will impact the ability to achieve sales levels,
improve service quality, achieve production efficiencies and reduce expenses in
Printed Products. These include, but are not limited to, the implementation of
new digital technology, automated ordering systems and call service centers used
in the Company's manufacturing and customer service operations.

Several factors outside the Company's control could negatively impact check
revenue. These include the continuing expansion of alternative payment systems
such as credit cards, debit cards and other forms of electronic commerce or
on-line payment systems. Check revenues could also be adversely affected by
continued consolidation of financial institutions, competitive check pricing and
the impact of governmental laws and regulations. There can be no assurances that
the Company will not lose significant customers or that any such loss could be
offset by the addition of new customers.

While the Company believes substantial growth opportunities exist in the
Software & Services segment, there can be no assurances that the Company will
achieve its revenue or earnings growth targets. The Company believes its
software business still represents a turnaround and therefore has many inherent
risk factors, including but not limited to the retention of employee talent and
the retention of customers. Also, variables exist in the development of new
software products, including the timing and costs of the development effort,
product performance, functionality, product acceptance, competition, and general
changes in economic conditions or U.S. financial markets.

Several factors outside of the Company's control could affect results in the
Scantron segment. These include the rate of adoption of new electronic data
collection, testing and assessment methods, which could negatively impact
current forms, scanner sales and related service revenue. The Company continues
to develop products and services that it believes offers state of the art
electronic data collection, testing and assessment solutions. However, variables
exist in the development of new testing methods and technologies, including the
timing and costs of the development effort, product performance, functionality,
market acceptance, adoption rates, competition and the funding of education at
the federal, state and local level, all of which could have an impact on the
Company's business.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

All financial instruments held by the Company are held for purposes other than
trading and are exposed to primarily two types of market risks: interest rate
and equity price.

Interest Rate Risk

The Company is exposed to interest rate risk on its variable rate debt. At March
29, 2002, the Company had outstanding variable rate debt of $105.0 million. In
order to manage its exposure to fluctuations in interest rates, the Company has
entered into interest rate swap agreements, which allow it to raise funds at
floating rates and effectively swap them into fixed rates. At March 29, 2002,
the notional principal amount of interest rate swaps outstanding was $89
million. The Company believes that its interest rate risk at March 29, 2002 was
minimal. These derivative financial instruments are viewed as risk management
tools and are entered into for hedging purposes only. The Company does not use
derivative financial instruments for trading or speculative purposes.

The fair value of the swaps, which represent what the Company would have to pay
to terminate the swaps, reflected a loss of $1.4 million ($0.9 million net of
income taxes) at March 29, 2002. The fair value of the swaps was recognized on
the balance sheet in other liabilities with a corresponding charge to
accumulated other comprehensive income, a component of shareholders' equity.
Charges and credits to other comprehensive income will net to zero over the term
of interest rate swap agreements that are not terminated early.

                                      -16-

<PAGE>

Equity Price Risk

The fair value of the Company's investments is primarily affected by
fluctuations in the market price for the common stock of Bottomline
Technologies, Inc. and Netzee Inc. The change in market value has been accounted
for as a component of other comprehensive income. The following presents the
Company's investment in Bottomline and Netzee reflecting the high and low
closing market prices for the three months ended March 29, 2002 (in thousands):
<TABLE>
<CAPTION>

                                  Carrying
                                   Value(b)     High(a)       Low(a)
-------------------------------------------------------------------------
<S>                               <C>            <C>           <C>
Investment in:
  Bottomline                      $ 4,259        $ 6,250       $ 3,730
  Netzee                              380          1,540           275

<FN>

(a)  Based on quoted market prices for these items.
(b)  Based on market value as of March 29, 2002.
</FN>
</TABLE>

PART II. OTHER INFORMATION

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

(a)  Exhibits

     None

(b)  Reports on Form 8-K

There were no reports filed on Form 8-K for the quarterly period ended March 29,
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.

                                            JOHN H. HARLAND COMPANY
                                  (Registrant)


            05/10/2002                     /s/ J. Michael Riley
Date:  _________________               By:_____________________________
                                          J. Michael Riley
                                          Vice President and Controller
                                          (Principal Accounting Officer)

                                      -17-

