(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended            June 30, 2002      

or

[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                        to                     

                             Massachusetts                                                          04-2441294
                  (State or other jurisdiction of                                              (I.R.S. Employer
                  incorporation or organization)                                             Identification No.)

                 43 Manning Road, Billerica, Massachusetts                              01821-3901
                (Address of principal executive offices)                                        (Zip Code)

                                                                (978) 663-7598 
                                      (Registrant's telephone number, including area code)

                                                                        August 31, 2001                                                                     
                      (Former name, former address, former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 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.        [X]  Yes           [  ]  No

                                    APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

                                Class                                                             Outstanding August 13, 2002
           Common Stock, $.01 par value                                                3,522,269 shares

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

The accompanying financial statements have been prepared by the Company, without audit, and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements, which are prepared in accordance with generally accepted accounting principles, have been condensed or omitted. Accordingly, the Company believes that although the disclosures are adequate to make the information presented not misleading, the financial statements should be read in conjunction with the footnotes contained in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001.

1. Change in Fiscal Year

Effective on September 1, 2001 the Company changed its fiscal year end from August 31st to September 30th. This change was effective for the one-month period ended September 30, 2001. The following table presents the (unaudited) condensed results of operations for the one-month ended September 30, 2001:

Inventories consist of the following (amounts in thousands):

On October 9, 1986, the Board of Directors authorized the Company to repurchase up to 344,892 additional shares of the outstanding stock at market price. On September 28, 1995, the Board of Directors authorized the Company to repurchase up to 199,650 additional shares of the outstanding stock at market price. The timing of stock purchases are made at the discretion of management. On October 19, 1999, the Board of Directors authorized the Company to repurchase up to 200,000 additional shares of the outstanding stock at market price. At June 30, 2002, the Company has repurchased 570,075 or 77% of the total shares authorized to be purchased.

The reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the Company's reported net loss is as follows:

Options to purchase 420,395 and 381,026 shares of common stock at June 30, 2002 and May 31, 2001, respectively, were outstanding but were not included in the year-to-date calculation of diluted net loss per share because the effect would have been antidilutive.

The components of Accumulated Other Comprehensive Income are as follows:

In August 2001, FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS 144 retains many of the fundamental provisions of that Statement. SFAS 144 also supersedes the accounting and reporting provisions of Accounting Principle Board Opinion 30, Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions ("ABP 30"), for the disposal of a segment of a business. However, it retains the requirement in APB 30 to report separately discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distrib ution to owners) or is classified as held for sale. SFAS 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. The Company is currently examining the effect of this pronouncement on the results of operations and financial position of the Company, but currently believes the effect will not be material.

The FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective for fiscal years beginning May 15, 2002 or later. It rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements, and FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement No. 13, to eliminate an inconsistency between the required accounting for sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company is currently examining the effect of this pronouncement on the results of operations and financial position of the Company, but currently believes the effect will not be material.

On July 30, 2002, the FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Statement No. 146 is based on the fundamental principle that a liability for a cost associated with an exit or disposal activity should be recorded when it (1) is incurred, that is, when it meets the definition of a liability in FASB Concepts Statement No. 6, Elements of Financial Statements, and (2) can be measured at fair value. The principal reason for issuing Statement 146 is the Board's belief that some liabilities for costs associated with exit or disposal activities that entities record under current accounting pronouncements, in particular Issue 94-3, do not meet the definition of a liability. Statement 146 nullifies Issue 94-3; thus, it will have a significant effect on practice because commitment to an exit or disposal plan no longer will be a sufficient basis for recording a liability for costs related to those activities. Statement No.146 is effective for exit and disposal activities initiated after December 31, 2002. Early application is encouraged; however, previously issued financial statements may not be restated. An entity would continue to apply the provisions of Issue 94-3 to an exit activity that it initiated under an exit plan that met the criteria of Issue 94-3 before the entity initially applied Statement 146. The Company is currently examining the effect of this pronouncement on the results of operations and financial position of the Company, but currently believes the effect will not be material.

The following table presents certain operating segment information (Amounts in thousands):

Each segment is broken down by related business activities, which crosses different business operations. These segments are based on the different customer activity of the Company. CSPI has four major segments: systems which includes company manufactured hardware products, systems and service integration which includes maintenance of the Company and other systems sold and integration and sale of third party hardware products and services, E-Commerce software, and other software products which are developed by the Company.

Profit from operations is sales less cost of sales, engineering and development, selling, general and administrative expenses, but is not affected by either non-operating charges/income or by income taxes. Non operating charges/income consists principally of investment income and interest expense for the three and nine months ended June 30, 2002 and loss on disposal of French operations, investment income and interest expense for the three and nine months May 31, 2001. In calculating profit from operations for individual operating segments, sales and administrative expenses incurred at the operating level for CSP and Scanalytics are allocated to Systems and Other software segments, respectively. Sales and administrative expenses incurred at the operating level for MODCOMP are allocated to the E-Commerce software segment based upon employee headcount and the remaining balance is allocated to the Systems and System and Service Integration segments based upon sales revenue.

All intercompany transactions have been eliminated.

Identifiable assets include deferred income tax assets and other financial instruments managed by the Company. Capital expenditures common to more than one segment are allocated on a sales basis.

         A summary of the period to period changes in principal items included in the Statements of Operations is shown in Schedules I and II (pages 20 and 21).

        The discussion below contains certain forward-looking statements related to, among others, but not limited to, statements concerning future revenues and future business plans. Actual results may vary from those contained in such forward-looking statements.

        Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, intangible assets, income taxes, restructuring costs and contingencies. We base our estimates on historical performance and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under differe nt assumptions or conditions.

        We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements: revenue recognition; valuation allowances, specifically the allowance for doubtful accounts and deferred tax assets valuation allowance; inventory valuation and goodwill impairment.

Revenue recognition. Our revenues are primarily generated from the sale of e-business solutions and image processing software, network management and storage systems integration services and high-performance cluster computer systems. In accordance with generally accepted accounting principles in the United States, CSPI recognizes revenue as follows:

Revenue from the sale of hardware products is recognized at the time of shipment.

Revenue from the sale of software products is recognized in accordance with AICPA Statement of Position ("SOP") 97-2, as amended by SOP 98-9. The Company recognizes revenue from software license sales when all services, including customization and training, are delivered.

For software licenses sold separately without modification and training, revenue is recognized upon delivery.

The Company generally recognizes revenue from software licenses when persuasive evidence of an arrangement exits, delivery of the product has occurred, no significant Company obligations with regard to customization or implementation remain, the fee is fixed or determinable, and collectibility is probable. If collectibility is not considered probable, revenue is recognized when cash is collected.

Revenue derived from consulting services rendered in connection with the integration of third party hardware and third party software is generally recognized when the services have been completed.

Valuation Allowances. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences become deductible. We consider the scheduled reversals of deferred tax liabilities and projected taxable income in making this assessment. Based on the projections of taxable income over the next several years, we believe that the deferred tax assets recognized net of the valuation allowance will not expire unused. Based on our projections for future income over the periods, in which the temporary differences are deductible, we believe it is more likely than not that we will realize these differences. The amount of the deferred tax asset considered realizable however can be reduced or even completely reserve for in the near future if estimates of future taxable income and or orders for products and services ar e not received in the near future during the carry-forward period.

In assessing the realizability of our deferred tax assets, we consider and rely upon projections of future income. The key assumptions in our projections include sales growth rates, including potential contract wins, and expected levels of operating expenditures in addition to factors discussed in the section "Factors That May Affect Future Performance". These assumptions are subject to variation based upon both internal and external factors, many of which are beyond the control of the Company. To the extent that actual experience deviates from our assumptions, our projections would be affected and hence our assessment of realizability of our deferred tax asset may change. During the fourth quarter the Company expects to receive notification on the status of a significant contract. If the Company is not awarded the contract it will impact the Company projections and require the Company to record a valuation allowance against the deferred tax asset.

Inventory Valuation. The recoverability of inventories is based upon the types and levels of inventories held forecasted demand, pricing, competition and changes in technology. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-down may be required.

Goodwill Impairment. Our long-lived assets include goodwill of $601,000 as of June 30, 2002. During the nine months ended June 30, 2002, we evaluated the recoverability of our goodwill in accordance with Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which generally required us to assess these assets for recoverability when events or circumstances indicate a potential impairment by estimating the future discounted cash flows to be generated from the use of these assets. No impairment losses were recorded related to goodwill during the nine months ended June 30, 2002. In evaluating the impairment of goodwill, we consider and rely on our discounted cash flow projections. Our key assumptions include sales growth and expected levels of operating expenditures which are subject to variation based on both internal and external factors. To the extent that actual experience deviates fro m the projections, our assessment regarding impairment may change. Such a change could have a material adverse affect on the statement of operations. We are adopting SFAS 142 effective October 1, 2002.

The following table details the Company's sales by operating segment for the three and nine months ended June 30, 2002 and May 31, 2001.

CSPI considers its products to be in four segment classifications. Each segment is broken down by related business activities, which crosses different business operations. These segments are based on the different customer activity of the Company. CSPI has four major segments: Systems which includes company manufactured hardware products, System and Service Integration which includes maintenance of the Company and other systems sold and integration and sale of third party hardware products and services, E-Commerce software which includes WAP66™ and ViewMax®, and Other Software products which are developed by the Company primarily in the Scanalytics operation.

       The Company reported net sales of $7.8 million and $20.5 million for the three and nine-month periods ended June 30, 2002 compared to $9.5 million and $30.3 million for the three and nine-month periods ended May 31, 2001. This represented a decrease of 18% or $1.7 million for the three-month period and 32% or $9.8 million for the nine-month period. The decrease in revenue was due to: reductions in system and integration sales due to the lower in revenue from our key European telecom customers, elongated cycles in US defense procurements which has caused a decline in our systems sales, and the continued weak global economy.

        System sales were $3.1 million and $6.4 million of total sales for the three and nine months ended June 30, 2002, compared to $.7 million and $5.5 million for the three and nine months ended May 31, 2001. This represents an increase of approximately $2.3 million or 319% and $.9 million or 17%, respectively. The increase in system sales was due to the increased shipment of the 2841 product, a series 2000 current product offering, and large number of legacy systems shipped due to the end of life of the classic systems. The Company accepted orders up to January 31, 2002 on the Classic legacy systems. These systems are the final shipments for the Classic line. The sales of Series 2000 products have improved from the prior quarters; however, management does not expect this trend to continue. The widely anticipated improvement in Defense spending has yet to be realized and this is due to the protracted approval process for the fiscal year 2002 Appropriation bill in Congress, extended deployment incubation periods and uncertainties concerning funding for new Homeland Security programs. The CSPI Series 2000 product line accounted for 45% and 43% of system sales for the three and nine-month periods ended June 30, 2002 compared to 40% and 60% for the three and nine months ended May 31, 2001. The SuperCard product line accounted for 5% and 12% of system sales for the three and nine months ended June 30, 2002 compared to 44% and 16% for the three and nine months ended May 31, 2001. The Classic systems product line represented 47% and 42 % of the current quarter and year to date system sales compared to 13% and 17% for the prior comparable periods.

        Sales for System and Service Integration were $3.7 million or 48% and $11.4 million or 55% of total sales for the three and nine months ended June 30, 2002, compared to $7.9 million or 83% and $21.7 million or 72% for the comparable periods ended May 31, 2001. The decrease from the prior comparable periods of $4.2 million or 53% and $10.4 million or 47%, respectively. This decrease was due to the continued decline in European business as our customers have dramatically reduced their technology budgets. One major customer initiated a temporary capital-spending freeze due to the retrenchment of IT spending after the events of September 11, 2001 but has begun to purchase some products and services during the quarter.

        E-Commerce Software sales were $578,000 or 7% and $1.5 million or 7% of total sales for the three and nine months ended June 30, 2002 compared to $375,000 or 4% and $1.6 million or 5% for the three and nine month comparable periods ended May 31, 2001. This represents an increase of $203,000 or 54% for the comparable three-month periods and a decrease of $146,000 or 9% year to date. The quarter revenue increase was for projects completed in Europe and the year to date revenue decline was mainly due to market conditions.

        Other Software sales were $443,000 or 6% and $1.2 million or 6% of total sales for the three and nine-month periods ended June 30, 2002 compared to $520,000 or 5% and $1.4 million or 5% for the three and nine-month comparable periods ended May 31, 2001. This represents a decline of $77,000 or 15% and $237,000 or 16% for the three and nine month periods. This decline is mainly due to seasonal fluctuations and market conditions. The other software sales are primarily from sales of life sciences software.

The following table details the Company's sales by geographic region for the three and nine months ended June 30, 2002 and May 31, 2001:

                     /---------For the three months ended--------/   /-----------For the nine months ended----------/

        European sales account for 63% and 61% of total sales for the three and nine-month periods ended June 30, 2002 compared to 76% and 68% for the three and nine-month period ended May 31, 2001. European sales were primarily from subsidiaries in Germany and the United Kingdom.

         The following table details the Company's sales and gross margin by operating segment for the three and nine months ended June 30, 2002 and May 31, 2001 (amounts in thousands):

     Cost of sales as a percentage of revenue improved to 65% and 70% for the three and nine months ended June 30, 2002 compared to 91% and 77% for the comparable periods ended May 31, 2001. The lower cost of sales was due to the change in mix of revenue with the increased systems sales, which have higher gross contribution. During the three and nine month periods, the Company reserved approximately $100,000 and $620,000 of obsolete inventory due to end of life status of certain systems products.

Engineering and development expenses decreased 5% and decreased 4% for the three and nine months ended June 30, 2002 compared to the comparable periods ended May 31, 2001. The year to date decrease was due to lower labor costs from attrition, lower depreciation resulting from more fully depreciated capital equipment, a decrease in materials used in product development, and decreased outside consulting services in Systems.

Selling, general and administrative expense decreased $197,000 or 9% and $581,000 or 8% for the three and nine months ended June 30, 2002 compared to the three and nine-month periods ended May 31, 2001. This decrease is mainly due to a reduction in lower labor and benefit costs, audit and tax services related to the corporate restructure in fiscal 2001, a reduction in trade show and promotional literature expense, a reduction in commission expense due to lower sales volume, a reduction in moving expense, a reduction in depreciation expense on fully depreciated capital equipment, and a reduction of labor and fringe expense due to attrition. These reductions were offset by increased occupancy costs of the new corporate facility. During the quarter the Company recorded an expense of approximately $130,000 for closure of the office in Karlsrube, Germany with the reduction of six employees. The annual savings is expected to be save approximately $600,000.

        Other income/expenses, exclusive of the loss on disposal of French operation, gain on sales of the property and impairment charge on investment, for the three and nine-month periods ended June 30, 2002 was $64,000 and $168,000, respectively. This represents a decline of $97,000 and $150,000 from the prior comparable three and nine-month periods ended May 31, 2001. This decline was due in part to the reduction in the interest received on short-term investments due to the decline in rates from last year.

         The Company recorded a federal tax benefit for the current period and the related increase in deferred tax assets as it believes it is more likely than not, considering the level of historical taxable income and expectations for future taxable income, that the operating loss will be utilized in the future to offset taxable income. No benefit has been reflected for state taxes since the Company does not believe it will generate sufficient taxable income through the state carryforward period. Through, June 30 2002, the Company had net losses to offset taxable income for federal purposes of $1,700,000. The expiration date for the utilization of these losses range from 2002 to 2021.

        Working capital at June 30, 2002 decreased to $19.8 million compared to $21.9 million at August 31, 2001. This decline relates mainly to reductions in accounts receivables and inventories due to lower sales volume.

        The Company's consolidated net capital expenditures were $59,000 and $410,000 for the three and nine-month periods ended June 30, 2002 compared to $116,000 and $456,000 in the three and nine-month periods ended May 31, 2001.

        Management believes that the Company's available cash and cash generated from operations and investments will be sufficient to provide for the Company's working capital and capital expenditure requirements for the next twelve months and subsequent foreseeable future.

        Management does not believe that inflation and changing prices had significant impact on sales, revenues or income during the three and nine-month periods ended June 30, 2002 or May 31, 2001. There is no assurance that the Company's business will not be materially and adversely affected by inflation and changing prices in the future.

        This document contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include the following: general economic conditions and growth rates in the peripheral and computer products, biological imaging software, and the instruments and machine code readers industries; competitive factors and pricing pressures; changes in product mix; the timely development and acceptance of new products; inventory risks due to shifts in market demand; and component constraints and shortages. In response to competitive pressures or new product introductions, the Company may take certain pricing or marketing actions that could adversely affect the Company's operating results. In addition, changes in the mix of old products may cause fluctuations in the Company's gross margin. Due to the potential quarterly fluctuations in operating results, the C ompany believes that quarter-to-quarter comparisons of its results of operations are not necessarily an indicator of future performance.

        Markets for the Company's products are characterized by rapidly changing technology, new product introductions and short product life cycles. These changes can adversely affect the business and operating results. The Company's success will depend upon its ability to enhance its existing products and to develop and introduce, on a timely and cost effective basis, new products that keep pace with technological developments and address increasing customer requirements. The inability to meet these demands could adversely affect the Company's business and operating results.

             None

               Our chief executive officer and chief financial officer have furnished to the SEC the certification

               with respect to this Report that is required by Section 906 of the Sarbanes-Oxley Act of 2002.

1. Exhibits

             Certification Under Sarbanes-Oxley Act

2. Reports on Form 8-K

None

     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.

CSP Inc.
(Registrant)

Date: August 13, 2002                                        By: /s/ Alexander R. Lupinetti
                                                                                   Chief Executive Officer,
                                                                                   President and Chairman

Date: August 13, 2002                                        By: /s/ Gary W. Levine
                                                                                   Vice President of Finance,
                                                                                   Chief Financial Officer

                                      /---------For the three months ended---------/  /----For the nine months ended-----/

                                             /--For the three months ended--/          /--For the nine months ended--/
                                                                        June 30, 2002 vs. May 31, 2001