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Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT

(COVER PAGE)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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 and (2) has been subject to such filing requirements for the past 90 days.

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 the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.

As of February 21, 2003, there were outstanding 12,204,242 shares of common stock, no par value, not including 1,384,629 shares held by the Mine Safety Appliances Company Stock Compensation Trust. Total market value of outstanding shares as of February 21, 2003 was $423,487,000. The aggregate market value of voting stock held by non-affiliates as of February 21, 2003 was $290,841,000.

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(COVER PAGE)

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been incorporated by reference:

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PART I

Item 1.     Business

          Operating Segments:

          The company is organized into three geographic operating segments – North America, Europe and International. Further information with respect to the registrant’s operating segments is reported at Note 2 of Notes to Consolidated Financial Statements contained in the registrant’s Annual Report to Shareholders for the year ended December 31, 2002, incorporated herein by reference.

          Products and Markets:

          The primary business of the registrant and its affiliated companies is the manufacture and sale of products designed to protect the safety and health of people throughout the world.

          Principal products include respiratory protective equipment that is air-purifying, air-supplied and self-contained in design; instruments that monitor and analyze workplace environments and control industrial processes; thermal imaging cameras that enable firefighters and rescue workers to see through smoke and darkness; and personal protective products including head, eye and face, hearing protectors, and fall protection equipment.

          Many of these products have wide application for workers in industries that include manufacturing, municipal and volunteer fire departments, public utilities, mining, chemicals, petroleum, construction, transportation, the military, and hazardous materials clean-up. Consumer products target the do-it-yourself market and are available through select home center retail outlets under the MSA Safety Works™ brand.

          Additional information concerning the registrant’s products is reported at Note 2 of Notes to Consolidated Financial Statements contained in the registrant’s Annual Report to Shareholders for the year ended December 31, 2002, incorporated herein by reference.

          The registrant and its affiliated companies compete with many large and small enterprises. For most of the registrant’s products and in most markets, principal methods of competition are product features, quality and price. In the opinion of management, the registrant is a leader in the manufacture of safety and health equipment.

          Orders, except under contracts with U.S. government agencies, are generally

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filled promptly after receipt and the production period for special items is usually less than one year.  The year-end backlog of orders under contracts with U.S. government agencies  was $38,700,000 in 2002, $27,400,000 in 2001 and $14,582,000 in 2000. 

          Sales of products to U.S. government agencies increased in 2002; in addition, incoming orders were higher than shipments in both 2002 and 2001. The company’s business is not dependent on a single customer or group of related customers, the loss of which would have a material adverse effect on the registrant’s results.

     Research:

          The registrant and its affiliated companies engage in applied research with a view to developing new products and new applications for existing products.  Most of the products are designed and manufactured to meet currently applicable performance and test standards published by groups such as ANSI (American National Standards Institute), MSHA (Mine Safety & Health Administration), NFPA (U.S. National Fire Protection Association), NIOSH (National Institute for Occupational Safety and Health), UL (Underwriters’ Laboratories), SEI (Safety Equipment Institute), FM (Factory Mutual), CEN (European Committee for Standardization) and CSA (Canadian Standards Association).  The registrant also from time to time engages in research projects for others such as the Bureau of Mines and the Department of Defense or its prime contractors.  Registrant-sponsored research and development costs for continuing operations were $20,372,000 in 2002, $16,740,000 in 2001, and $15,988,000 in 2000.

          In the aggregate, patents have represented an important element in building the business of the registrant and its affiliates, but in the opinion of management no one patent or group of patents is of material significance to the business as presently conducted.

     General:

          The company was founded in 1914 and is headquartered in Pittsburgh, Pennsylvania.  As of December 31, 2002, the registrant and its affiliated companies had approximately  4,400 employees, of which 2,300 were employed by international affiliates.  None of the U.S. employees are subject to the provisions of a collective bargaining agreement.

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          In the United States and in those countries in which the registrant has affiliates, its products are sold by its own salespersons, independent distributors and/or manufacturers’ representatives.  In countries where the registrant has no affiliate, products are sold primarily through independent distributors located in those countries.

          The registrant is cognizant of environmental responsibilities and has taken affirmative action regarding this responsibility.  There are no current or expected legal proceedings or expenditures with respect to environmental matters which would materially affect the operations of the registrant and its affiliates.

          Generally speaking, the operations of the registrant and its affiliates are such that it is possible to maintain sufficient inventories of raw materials and component parts on the manufacturing premises. 

          Equipment and machinery for processing chemicals and rubber, plastic injection molding equipment, molds, metal cutting, stamping and working equipment, assembly fixtures and similar items are regularly acquired, repaired or replaced in the ordinary course of business at prevailing market prices.

          Further information about the registrant’s business is included in Management’s Discussion and Analysis at pages 14 to 19 of the 2002 Annual Report to Shareholders, incorporated herein by reference.

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          Executive Officers:

          All the executive officers have been employed by the registrant since prior to January 1, 1998 and have held their present positions since prior to that date except as follows:

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             The executive officers of the registrant serve at the pleasure of the Board of Directors and are not elected to any specified term of office.

             The primary responsibilities of these officers follow:

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Item 2.     Properties

          World Headquarters:

          The registrant’s executive offices are located at 121 Gamma Drive, RIDC Industrial Park, O’Hara Township, Pittsburgh, Pennsylvania 15238.  This facility contains approximately 138,000 sq. ft.

          Production and Research Facilities:

          The registrant’s principal North American manufacturing and research facilities are located in the Greater Pittsburgh area in buildings containing approximately 957,000 square feet.  Other North American manufacturing and research facilities of the registrant are located in Jacksonville, North Carolina (107,000 sq. ft.), Sparks, Maryland (54,000 sq. ft.), Englewood, Colorado (41,000 sq. ft.), Clifton, New Jersey (41,000 sq. ft.), Newport, Vermont (11,500 sq. ft.), Quebec, Canada (20,700 sq. ft.), Etobicoke, Canada (6,500 sq. ft.), and Naucalpan, Mexico (5,800 sq. ft.).

          Manufacturing facilities of the European operating segment of the registrant are located in France, Germany, Italy and Scotland.  The most significant is located in Germany (approximately 447,000 sq. ft., excluding 111,000 sq. ft. leased to others) and France (approximately 78,000 sq. ft.). Research activities are also conducted in Germany. Manufacturing facilities for the International operating segment are located in Australia, Brazil, China and South Africa.

          Virtually all of these buildings are owned by the registrant and its affiliates  and are constructed of granite, brick, concrete block, steel or other fire-resistant materials. 

          Sales Offices and Warehouses:

          Sales offices and distribution warehouses are owned or leased in the United States and 33 other countries in which the registrant’s affiliates are located.

Item 3.  Legal Proceedings

          Not Applicable.

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

          No matters were submitted to a vote of security holders during fourth quarter 2002.

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PART II

Item 5.     Market for the Registrant’s Common Equity and Related Stockholder Matters

Item 6.     Selected Financial Data

Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7a.   Quantitative and Qualitative Disclosures About Market Risk

Item 8.     Financial Statements and Supplementary Data

Incorporated by reference herein pursuant to Rule 12b - 23 are

          Item 5 - “Common Stock” appearing at page 19

          Item 6 - “Summary of Selected Financial Data” appearing at page 35

          Item 7 and 7a - “Management’s Discussion and Analysis” appearing at pages 14 to 19

          Item 8 - “Consolidated Financial Statements and Notes to Consolidated Financial Statements” appearing at pages 20 to 34

of the Annual Report to Shareholders for the year ended December 31, 2002.  Said pages of the Annual Report are submitted with this report and pursuant to Item 601(b)(13) of Regulation S-K shall be deemed filed with the Commission only to the extent that material contained therein is expressly incorporated by reference in Items 1, 5, 6, 7, 7a, 8 and 15 (a) hereof.

          Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

          Not applicable.

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PART III

Item 10.     Directors and Executive Officers of the Registrant

Item 11.     Executive Compensation

Item 12.     Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters.

Item 13.     Certain Relationships and Related Transactions

          Incorporated by reference herein pursuant to Rule 12b - 23 are (1) “Election of Directors” appearing at pages 1 to 3, (2)  “Other Information Concerning Directors and Officers” appearing at pages 4 to 10 (except as excluded below), and (3) “Stock Ownership” appearing at pages 13 to 16 of the Proxy Statement filed pursuant to Regulation 14A in connection with the registrant’s Annual Meeting of Shareholders to be held on May 8, 2003. The information appearing in such Proxy Statement under the captions “Compensation Committee Report on Executive Compensation,” “Audit Committee Report” and the other information appearing in such Proxy Statement and not specifically incorporated by reference herein is not incorporated herein.

Item 12.     Equity Compensation Plan Information

This information is provided pursuant to Item 12.

The following table sets forth information as of December 31, 2002 concerning common stock issuable under the Company’s equity compensation plans.

Item 14.     Controls and Procedures

          The Chief Executive Officer and the Chief Financial Officer of the Company have concluded, based on their evaluation as of a date within 90 days prior to the date of the filing of this Report, that the Company’s disclose controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

          There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

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PART IV

Item 15.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K

                                                  The following information appearing on pages 20 to 34 inclusive in the Annual Report to Shareholders of the registrant for the year ended December 31, 2002, is incorporated herein by reference pursuant to Rule 12b-23.

Said pages of the Annual Report are submitted with this report and, pursuant to Item 601(b)(13) of Regulation S-K shall be deemed to be filed with the Commission only to the extent that material contained therein is expressly incorporated by reference in Items 1, 5, 6, 7, 8 and 15 (a)(1) and (2) hereof.

          The following additional financial information for the three years ended December 31, 2002 is filed with the report and should be read in conjunction with the above financial statements:

          Report of Independent Accountants on Financial Statement Schedule

          Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements and consolidated notes to the financial statements listed above.

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Report of Independent Accountants on
Financial Statement Schedule

To the Board of Directors
of Mine Safety Appliances Company:

Our audits of the consolidated financial statements referred to in our report dated February 21, 2003 appearing in the 2002 Annual Report to Shareholders of Mine Safety Appliances Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
February 21, 2003

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SIGNATURES

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.

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.

Certifications

SCHEDULE II

MINE SAFETY APPLIANCES COMPANY AND AFFILIATES
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 2002
(IN THOUSANDS)

(1)  Bad debts written off, net of recoveries.

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