SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the fiscal year ended: December 31, 2002

Commission file number: 0-50063

MOD-PAC CORP.
__________________________________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)

            New York                                                                      16-0957053
__________________________________________________________________________________________________
(State or other jurisdiction of incorporation                      (I.R.S. Employer Identification No.)
or organization)

1801 Elmwood Avenue
Buffalo, New York 14207

__________________________________________________________________________________________________
(Address of principal executive office)

Registrant's telephone number
including area code (716) 873-0640

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

$.01 par value Common Stock; $.01 par value Class B Stock
(Title of Class)

        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 twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

                                Yes   X                                       No  ___

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X)

        As of March 21, 2003, 3,879,429 shares were outstanding, consisting of 2,864,000 shares of Common Stock $.01 Par Value and 1,015,429 shares of Class B Stock $.01 Par Value. Shares of the Company's capital stock commenced trading on March 14, 2003; accordingly, market value data is not available as of the last business day of the Company's most recent second fiscal quarter The aggregate market value, as of March 21, 2003, of the shares of Common Stock and Class B Stock of MOD-PAC CORP. held by non-affiliates was approximately $13,456,000 (assuming conversion of all of the outstanding Class B Stock into Common Stock and assuming the affiliates of the Registrant to be its directors, executive officers and persons known to the Registrant to beneficially own more than 10% of the outstanding capital stock of the Corporation.

DOCUMENTS INCORPORATED BY REFERENCE.

        Portions of the Company's 2002 Annual Report to Shareholders are incorporated into Parts I, II and III of this Report. Portions of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held May 16, 2003 are incorporated by reference into Part III of this Report.

        MOD-PAC CORP. is a specialized short-run printer and a designer and manufacturer of paperboard packaging. We provide products in two primary categories, folding cartons and full color print-on-demand

        The markets for the Company's products are described under the captions "Paperborad Packaging" and "Short-Run Commercial Print" on page 6 of the Annual Shareholders' Report for the year ended December 31, 2002, which is incorporated herein by reference. In addition to the commercial print market we also provide distinctive designs for social occasions. We personalize specialty items such as invitations, napkins, and stationery.

        The major factors affecting the development of the business in 2002 are described on pages 2 and 3 under (i) the caption "2002 financial Results" and (ii) the first paragraph under the caption "Expanding Capacity and Reducing Cycle Time" of the Annual Shareholders' Report for the year ended December 31, 2002, which is incorporated herein by reference.

        "Liquidity" on page 9 of the Annual Shareholders' Report for the year ended December 31, 2002 is incorporated herein by reference.

        In each of the markets we serve there are many competitors. In the folding carton industry, our competitors include approximately 300 companies, many of which are independent and privately held. Within this market we also compete with the folding carton operations of large integrated paper companies such as Smurfit- Stone Container Corporation, and Mead Westvaco and large, publicly held converting companies such as Caraustar and Graphic Packaging Corporation.

        In the quick print sector of the commercial printing industry, there are over 28,000 general and commercial quick print establishments that we compete with. In addition, we have several large competitors in this sector, such as Modern Postcard, Taylor Corporation and BCT International.

Our success is dependent upon, and we compete based upon, our competitive pricing, innovative and responsive customer support and short lead-time delivery performance. We believe that our investments in state-of-the-art process and systems technology will enable us to continue to meet market pricing, introduce new product designs, be responsive to customer needs and shorten lead-times, while maintaining or improving our delivery time.

The Company employed approximately 278 employees as of December 31, 2002. The Company considers its relations with its employees to be good.

        Our principal raw materials are paperboard, paper and ink. These commodities are all available from multiple sources. We purchase most of these raw materials from a limited number of strategic and preferred suppliers. Although the paper industry is cyclical and prices can fluctuate, we have not been significantly impacted in recent years by increases in paper prices.

        Our principal printing and packaging plant is ISO 9001 registered. ISO 9001 standards are an international consensus on effective management practices with the goal of ensuring that a company can consistently deliver its products and related services in a manner that meets or exceeds customer quality requirements. ISO 9001 standards set forth the requirements a company's quality systems must meet to achieve a high standard of quality. As an ISO 9001-registered manufacturer, we can represent to our customers that we maintain high quality industry standards in the education of our employees and the design and manufacture of our products.

        We are subject to various federal, state and local laws relating to the protection of the environment. We continually assess our obligations and compliance with respect to these requirements. We believe that we are in material compliance with all existing applicable environmental laws and permits and our current expenditures will enable us to remain in material compliance. Because of the complexity and changing nature of environmental regulatory standards, it is possible that situations will arise from time to time requiring us to incur expenditures in order to ensure environmental regulatory compliance. However, we are not aware of any environmental condition or any operation at any of our facilities, either individually or in the aggregate, which would cause expenditures having a material adverse effect on our results of operations or financial condition and, accordingly, have not budgeted any material capital expenditures for environmental compliance for fiscal 2003.

        Our operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health. We believe that we are in material compliance with these laws and regulations and do not believe that future compliance with such laws and regulations will have a material adverse effect on our operating results or financial condition.

        We maintain our corporate headquarters and conduct our operations at the following facilities:

        We believe that our properties have been adequately maintained, are in generally good condition and are suitable for our business as presently conducted. We also believe our existing facilities provide sufficient production capacity for our present needs and for our anticipated needs in the foreseeable future.

        There are no material pending legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries is a party or of which any of their property is the subject.

        Not applicable.

        On March 14, 2003, the Company was spun-off from Astronics Corporation in a tax-free distribution to the shareholders of Astronics Corporation and became listed on the NASDAQ national market under the symbol MPAC. Except for a special $7,000,000 dividend paid to its Astronics Corporation on December 31, 2002 in connection with its spin-off from Astronics., the Company has not paid any cash dividends in the three year period ended December 31, 2002. It has no plans to pay dividends as it plans to retain all cash from operations as a source of capital to finance growth in the business. The Company's term loan agreement limits the Company's ability to pay dividends to 75% of earnings after December 31, 2002. There were approximately 834 registered shareholders for the Company's Common stock and 926 registered shareholders for the Class B stock, as of March 21, 2003.

Item 6.    SELECTED FINANCIAL DATA

        The data under the caption "Financial Highlights" on page 1 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002 is incorporated herein by reference.

        Management's discussion and analysis of financial condition, changes in financial condition and results of operations appears on pages 8 through 10 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002, and is incorporated herein by reference.

        Market risk disclosures appears on page 9 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002, and is incorporated herein by reference.

        The Financial Statements of MOD PAC CORP., which are incorporated by reference in this Annual Report on Form 10-K, are described in the accompanying Index to Financial Statements at Item 15 of this Report.

        Not applicable.

        The information regarding directors is contained under the captions "Election of Directors" and "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive Proxy Statement to be filed within 120 days of the end of our fiscal year and is incorporated herein by reference.

        The executive officers of the Company, their ages, their positions and offices with the Company, and the date each assumed their office with the Company are as follows:

The principal occupation and employment for Mr. Daniel Keane for the past five years has been with the Company. Mr Kevin T. Keane is also Chairman of the Board of Astronics Corporation, the former parent of MOD-PAC CORP.; In addition to being Chairman, Mr. Kevin Keane was, President and CEO of Astronics Corporation from 1974-2002. Mr. Kevin Keane is the father of Mr. Daniel Keane. Mr Rider was Vice President - Finance and Chief Financial Officer of Astronics Corporation from July 2002 until the Spin-Off of MOD-PAC from Astronics. Prior to July 2002 he was a partner in the accounting firm of Ernst & Young LLP.

        The information contained under the caption "Executive Compensation" and "Summary Compensation Table" in the Company's definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.

        The information contained under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.

MOD-PAC CORP. Employee Stock Option Plan

        Prior to our Spin-off from Astronics, we established an Employee Stock Option Plan. Our employee stock option plan is a stock-based incentive program primarily for our officers and managers. Under the plan, the compensation committee of our board of directors may grant options to officers and managers who are expected to contribute to our success. The aggregate number of shares of our Common Stock that may be issued under this plan cannot exceed 800,000 shares (subject to adjustment to reflect share distributions). In determining the size of stock option grants, our compensation committee will focus primarily on our performance and the role of our executives and managers in accomplishing performance objectives. Stock options granted under the plan will generally become exercisable in equal installments over a five-year period and are granted with an exercise price equal to the fair market value of our Common Stock as of the date of the grant.

MOD-PAC CORP. Directors Stock Option Plan

        The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31,2002, including the Non-Qualified Plan and the Incentive Plan.

        The information contained under the caption "Certain Relationships and Related Transactions" in the Company's definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.

        As of a date within 90 days of the filing date of this report, based on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) each of the chief executive officer and the chief financial officer of the Company has concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC's rules and forms.

There were no significant changes in the Company's internal controls or in any other factors that could significantly affect those controls subsequent to the date of the most recent evaluation of the Company's internal controls by the Company, including any corrective actions with regard to any significant deficiencies or material weaknesses.

        (a)    The documents filed as a part of this report are as follows:

                1.    Consolidated Financial Statements

                2.    Financial Statement Schedules

                                All other consolidated financial schedules are omitted because they are

                  None

MOD-PAC CORP.

The consolidated financial statements, together with the report thereon of Ernst & Young LLP dated January 24, 2003, except for Note1 as to which the date is February 20, 2003 and Note 3 as to which the date is March 13, 2003, appearing on pages 11 to 23 of the accompanying 2002 Annual Report to Shareholders are incorporated by reference in this Annual Report on Form 10-K.

Financial schedules for the years 2002, 2001, and 2000:

                                                                                                               Page

Valuation and Qualifying Accounts                                                         F-2

F-1

(in thousands)

F-2

        Pursuant to the requirements of Section 13 or 15(d) 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, on March 27, 2003.

By /s/ Daniel G. Keane                                 By /s/ C. Anthony Rider
Daniel G. Keane, President                               C. Anthony Rider, Vice President-Finance
and Chief Executive Officer                               and Treasurer, Principal Financial and
                                                                          Accounting Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature                                                Title                                                     Date

/s/ William G. Gisel Jr.                           Director                                             March 27, 2003
William G. Gisel Jr.

/s/ Daniel G. Keane                               Director                                             March 27, 2003
Daniel G. Keane

/s/ Kevin T. Keane                                 Director                                             March 27, 2003
Kevin T. Keane

/s/ Robert J. McKenna                           Director                                             March 27, 2003
Robert J. McKenna

s/ Howard Zemsky                                 Director                                             March 27, 2003
Howard Zemsky

I, Daniel G. Keane, President and Chief Executive Officer, certify that:

CERTIFICATION

I, C. Anthony Rider, Chief Financial Officer, certify that:

*identifies a management contract or compensatory plan or arrangement as required by Item 15(a)(3) of Form 10-K.