UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x]                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended: January 31, 2003

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:# 0-14754

(Exact Name of Registrant as specified in its Charter)

(972) 934-8797

(Registrant's telephone number, including area code)

____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 outstanding of each of the Issuer's Classes of Common Stock, as of the close of the period covered by this report:

Common - $0.01 Par Value - 6,748,934 shares at March 8, 2003.

Index to Form 10-Q

For the Quarter Ended January 31, 2003

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See accompanying notes.

3

Three and Six Months Ended January 31, 2003 and 2002

(Unaudited)

4

Six months ended January 31, 2003

(Unaudited)

See accompanying notes.

5

Six months ended January 31, 2002 and 2001 (Unaudited)

See accompanying notes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2003

(Unaudited)

NOTE A - GENERAL

     Electric & Gas Technology, Inc.("the Company" or "ELGT") was organized under the laws of the State of Texas on March 18, 1985, to serve as a holding company for operating subsidiary corporations. The Company presently is the owner of 100% of Reynolds and Hydel, owns 91.5% of AMT, and 80% of Logic Metals and, through such subsidiaries, operates in four distinct business segments: (1) production of atmospheric water, filtration and enhanced water products (AMT); (2) the manufacture and sale of natural gas measurement, metering and odorization equipment (Reynolds), (3) the manufacture and sale of electric meter enclosures and pole-line hardware for the electric utility industry and the general public (Hydel), and (4) sheet metal fabrication for a diverse customer base, including telecom and networking cabinetry, elevator controls, and other sheet metal applications.

     The accompanying condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (SEC) for inclusion in the Company's Quarterly Report on Form 10-Q. They are subject to year-end audit adjustments; however, they reflect all adjustments of a normal recurring nature, which are, in the opinion of Management, necessary for a fair statement of the results of operations for the interim periods.

     The statements were prepared using accounting principles generally accepted in the United States. As permitted by the SEC, the statements depart from generally accepted accounting disclosure principles in that certain data is combined, condensed or summarized that would otherwise be reported separately and certain disclosures of the type that were made in the Notes to Financial Statements for the year ended July 31, 2002 have been omitted, even though they are necessary for a fair presentation of the financial position at January 31, 2003 and 2002 and the results of operations and cash flows for the periods then ended.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 31, 2003

(Unaudited)

NOTE B - INVENTORIES

     Inventories are comprised as follows:

NOTE C - ACCUMULATED OTHER COMPREHENSIVE INCOME:

     The components of other comprehensive income are as follows:

NOTE D - CONTINGENCIES:

     The Company's former U.S. electric operations were sold in 1996 and 1995. The sale of the meter socket division of Retech, Inc. ("Retech") included a note receivable of approximately $1,250,000 and the continuing ownership of an 80,000 square foot manufacturing facility in Paris, Texas. Under the sale, Retech would continue to be responsible for the frozen Defined Benefit Pension Plan for Bargaining Employees ("Plan"). The Company sued

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 31, 2003

(Unaudited)

NOTE D - CONTINGENCIES (continued):

for collection of the note receivable and subsequently entered into an Agreement for the exchange of a 20% interest in Pioneer Power, an affiliate of the note Maker. Further, the Company was to distribute 80% of its 20% interest to its shareholders in accordance with the court approved Agreement. The Maker failed to perform under this Agreement and has caused the Company to again pursue legal recourse against the Maker and their affiliates. Legal proceedings are just underway and currently issues dealing with proper court jurisdiction are pending.

     The Company currently has a contract for sale of the Paris facility pending the buyers' ability to finance the purchase.

     As the result of Retech's non-liquid status, it has been unable to currently fund the annual pension liability. The Plan's pension liability as of July 31, 2002, the date of the last actuarial valuation, was approximately $580,000 and is reflected in Stockholders' Equity at January 31, 2003. In February 2002, the Company contributed approximately $350,000 in public equity securities to the Pension Trust. The Company is liable for excise taxes on the funding deficiency of approximately $44,000. Further, the IRS could impose 100% penalties on the funding deficiency. A waiver of such penalties has been requested. All beneficiaries currently eligible to receive benefits are currently receiving such benefits from the Plan's Trust. Should the IRS impose the full amount of the penalties it would have a material adverse effect on the Company's liquidity.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 31, 2003

(Unaudited)

NOTE E - INDUSTRY SEGMENT DATA:

     The Company's business is primarily comprised of three industry segments: i. water (AMT); ii. Utilities products consisting of natural gas measurement and recording devices and odorization (Reynolds), and electrical components and enclosures (Hydel), and iii. Metal fabrication (Logic) as set forth below. Operating profits represent total sales less cost of sales and general and administrative expenses.

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 31, 2003

(Unaudited)

NOTE E - INDUSTRY SEGMENT DATA (Continued):

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

     The Company, through its subsidiaries, operates within three separate industries. These are (i) production of atmospheric water, filtration and enhanced water products; (ii) the manufacture and sale of products serving the Utilities industry, specifically, natural gas measurement equipment and gas odorization products, and metal enclosures and other hardware for use in the electric utility industry, and (iii) fabrication of cabinets and piece parts from sheet metal for diversified end customers.

     Summary.  The Company reported net losses of $(206,627) and $(78,804) for the six and three months ended January 31, 2003, respectively. This compared to $(503,327) and $(338,796) for the six and three months ended January 31, 2002, respectively. Operating income increased by $408,174 and $322,981 for the six and three month periods, the result of increases in revenue and operating profits in the Water, Utility and the acquisition of Logic Metals Technology, Inc. The Utility segment reported an increases in revenue of $408,543 and $461,260 with operating profits improving by $196,097 and $143,843 for the six and three month periods, respectively. The water segment reported increased revenues of $155,161 and $153,000, with operating profits increasing $103,832 and $128,627 for the six and three months ended January 31, 2003. Revenue was recognized for the Metal Fabrication business for the first time in January of 2003, in the amount of $4 85,722, generating operating profit of $44,672. Gross margins increased from 25.75% to 28.85% for the six months ended January 31, 2003. Also, selling, general and administrative expenses as a percent of revenues at the segment level decreased from 37.49% to 32.36% of revenue. Other income was affected by less interest expense.

     Increases (decreases) for the three and six months periods ended January 31, 2003, as compared with the similar period of 2002, for key operating data were as follows:

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     The following table represents the changes [increase/(decrease)] in operating revenues, operating income and net earnings before income taxes by the respective industry segments when compared to the previous period:

     Water revenues amounted to $155,161 for the six months ended January 31, 2003 primarily reflecting the first payment for granting of an exclusive market niche to Lockheed Martin. A prepayment of $150,000 received from Lockheed Martin for the first unit is reflected as a current liability, and will be recognized as revenue when the unit is shipped. Expenses were $116,394 and $48,653 for the six and three months ended January 31, 2003, respectively. Expenses were $65,065 and $24,280 for the six and three months ended January 31, 2002, respectively. The Company has identified distributors/agents for India, UAE and Sri Lanka, in addition to Lockheed Martin.

    Utility revenues increased by $408,543 and $461,260 for the six and three months ended January 31, 2003 Operating income increased by $196,097 and $143,843 for the six and three months ended January 31, 2003 resulting in operating profits of $201,082 and $68,356 respectively. Selling, general and administrative expenses decreased to 22.34% of revenues when compared to 28.71% for the corresponding six month period in the prior year. This segment was adversely affected by the events of September 11, 2001 and the overall economy. Business is showing signs of improvement, and the sector has introduced new products at the beta stage.

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     Fabrication began operations in the Electric & Gas Family January, 1, 2003 with initial month revenue of $485,722 for the 6 months and 3 months with the acquisition of Logic Metals Technology, Inc. Logic Metals is a sheet metal fabrication company with customers in the Telecom industry and elevators.

     With the exception of expense relationships discussed above in the specific segment discussion, such other relationships remain consistent. Corporate overhead expense remains relatively consistent with prior period amounts. Operating profits generated by the Company's business segments are beginning to approach the level required to cover selling, general and administrative expenses. The Company believes there is a worldwide need for safe reliable drinking water and the market can be exploited with its products. Further, the Company has had to expend approximately $200,000 in vigorously defending its ownership of its general corporate offices in litigation with the SBA, which currently remains unresolved at March 8, 2003. (Also see Part II, Item 1. Legal Proceedings)

     Liquidity.  Current assets of the Company totaled $4,962,468 at January 31, 2003, up from current assets of $4,705,581 at July 31, 2002, or an increase of $256,887. Current liabilities increased by $1,590,001, resulting in a decrease in working capital (current assets less current liabilities) to $893,041 at January 31, 2003, from $1,426,009 at July 31, 2002. The Company believes that it has and can generate sufficient cash to meet its working capital requirements.

     Hydel has a working capital line-of-credit with a Canadian bank in the amount of approximately $1,500,000. The Canadian credit facility is secured by receivables, inventories and equipment of Hydel.

     Reynolds has established a working capital line of credit of approximately $400,000 with a national bank in the Dallas, Texas area. The security for the line is accounts receivable and inventory of Reynolds. Reynolds has also been approved for a mortgage loan on the building it occupies for approximately $400,000, pending final inspection.

     Logic has received funding from a national bank in the Dallas, Texas area of $450,000 on a revolving line of credit secured by accounts receivable and inventory.

     As more fully described in Note D to the Condensed Financial Statements, the Company could be liable for substantial penalties for its Retech, Inc. Pension Plan. Such penalties would have a material adverse affect on the Company's liquidity.

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     For Fiscal 2003, the Company anticipates capital expenditures in the metal fabrication area (Logic) as additional capacity is required to meet customer requirements. Otherwise, expenditures for capital will be for the ordinary replacement of worn-out or obsolete machinery and equipment utilized by its subsidiaries.

     The Company's Board of Directors has declared no cash dividends since the Company's inception. The Company does not contemplate paying cash dividends on its common stock in the foreseeable future since it intends to utilize it cash flow to invest in its businesses.

     Inflation.  The Company does not expect the current effects of inflation to have any effect on its operations in the foreseeable future. The largest single impact affecting the Company's overall operations is the general state of the economy and principally new home construction.

     Information regarding and factors affecting forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumption and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or accomplished.

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ITEM 1. LEGAL PROCEEDINGS

     Unites States of America, Plaintiff Vs Commercial Technology, Inc., et.al., Defendant in the United States District Court, Northern District of Texas. Case number 3-99-CV-2668-X. Plaintiff brought an action to collect on a defective judgment to force the sale of an office building, which was acquired from the defendant by ELGT in 1987. The court has ruled that the transaction the Government relied upon to enforce the judgment was not a debt and was therefore not entitled to relief under the Act; and that they are not entitled to a judicial sale of the property. The Government's only further action was under the Texas Fraudulent Conveyance. A jury trial was held between March 26 and April 6, 2001. The court granted a motion as to the Company and dismissed all claims. However, a unanimous verdict was returned in favor of the Plaintiff on April 6, 2001 finding that Commercial Technology, Inc. ("Comtec") transferred a piece of real property to the Company in violation of the Texas Uniform Fraudulent Transfer Act ("Act"). Commercial Technology, Inc. and the Company filed on April 27, 2001 a renewed motion for judgment as a matter of law, or, alternatively, for a new trial. Such motion will show that the real property is not an asset under the Act, the Company's Hypothecation Agreement operates as a deed and therefore the Company acquired equitable title and/or is entitled to subrogation. The Company's appeal is currently on hold pending Comtec's filing of a Chapter 11 bankruptcy proceeding on July 3, 2001. CIT Group Credit Finance, Inc. ("CIT") holds what bankruptcy counsel believes is a secured lien on the building as a result of their loans to the Company. The Company has offered to purchase the building with the bulk of the proceeds going to satisfy the CIT obligation. ELGT will vigorously defend its position.

     Electric & Gas Technology, Inc., Retech, Inc. and Hydel Enterprises, Inc. (Plaintiff) Vs Nathan Mazurek, American Circuit Breaker Corp. and Provident Group, Inc.(Defendants)- Civil Action N. 3:01-CV-2756-G. Plaintiff filed suit in the 160^th District Court in Dallas, County. The Case has been removed to United States District Court for the Northern District of Texas, Dallas Division. Plaintiff alleges the non-payment of a note to Retech, Inc. of approximately $1,150,000, unpaid accounts receivable to Hydel Enterprises, Inc. of approximately $975,000 (Canadian Dollars), plus added sums in penalties, damages and attorneys fees. Plaintiff has also filed a motion to stay other pending litigation in Delaware involving the related parties.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)     NONE

     (b)     Reports on Form 8-K.

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SIGNATURE

     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.

ELECTRIC & GAS TECHNOLOGY, INC.

George M. Johnston

Vice President and

Chief Financial Officer

Dated: March 24, 2003

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I, S. Mort Zimmerman, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Electric & Gas Technology, Inc.;

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

     3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the consolidated 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a- 14 and 15d- 14) for the registrant and have:

     5. The registrant's other certifying officer 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 functions):

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     6. The registrant's other certifying officer and I have indicated in this quarterly report whether 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.

Date: March 24, 2003

/s/ S. Mort Zimmerman

S. Mort Zimmerman

President and Chairman of the Board

I, George M. Johnston, certify that:

     1. 1 have reviewed this quarterly report on Form 10-Q of Electric & Gas Technology, Inc.;

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

     3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the consolidated 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a- 14 and 15d- 14) for the registrant and have:

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     5. The registrant's other certifying officer 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 functions):

     6. The registrant's other certifying officer and I have indicated in this quarterly report whether 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.

Date: March 24, 2003

/s/ George M. Johnston

George M. Johnston

Vice President &

Chief Financial Officer

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