================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 27, 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 number 001-31235

                      Integrated Defense Technologies, Inc.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                  13-4027646
  -------------------------------          ------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

  110 Wynn Drive, Huntsville, Alabama                     35805
----------------------------------------             --------------
(Address of principal executive offices)               (Zip Code)

                                 (256) 895-2000
                         ------------------------------
                               (Telephone Number)

 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  ___

   Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).  YES  ___  NO
X

      Common stock, par value $.01 per share: 21,327,931 shares
                  outstanding as of August 8, 2003
================================================================================



                      INTEGRATED DEFENSE TECHNOLOGIES, INC.
                                    FORM 10-Q
                                  June 27, 2003

                                      INDEX

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Consolidated Balance Sheets as of June 27, 2003 and
  December 31, 2002 (unaudited)                                           2

Consolidated Statements of Operations for the quarters and
  six months ended June 27, 2003 and June 30, 2002 (unaudited)            3

Consolidated Statements of Cash Flows for the six months
  ended June 27, 2003 and June 30, 2002 (unaudited)                       4

Notes to Condensed Financial Statements                                 5 - 12

Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                  13 - 25

Item 3. Quantitative and Qualitative Disclosures About Market Risk       25

Item 4. Controls and Procedures                                          25

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders              26

Item 6. Exhibits and Reports on Form 8-K                                 26


SIGNATURES                                                               27


PART I. FINANCIAL INFORMATION
ITEM 1.

       INTEGRATED DEFENSE TECHNOLOGIES, INC.  AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                             (Unaudited)

--------------------------------------------------------------------------------
                                                        June 27,   December 31,
                                                          2003        2002
--------------------------------------------------------------------------------
(In thousands except share and per share amounts)

ASSETS

Current assets:
 Cash                                                  $ 13,785       $  8,969
 Restricted cash                                            448          1,140
 Accounts receivable, net                               133,687        134,304
 Inventories, net                                        21,996         20,242
 Prepaid expenses and other current assets                3,734          3,047
 Deferred income taxes                                    6,544          6,456
--------------------------------------------------------------------------------
  Total current assets                                  180,194        174,158
Property and equipment, net                              62,333         62,002
Goodwill, net                                           142,124        143,809
Other intangible assets, net (Note 5)                    54,764         55,963
Deferred income taxes                                       ---          2,987
Other assets                                              7,443          8,781
--------------------------------------------------------------------------------
  Total Assets                                         $446,858       $447,700
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Revolving credit loan                                 $    ---       $  2,500
 Current portion of long-term debt                        7,302          7,348
 Accounts payable                                        18,120         20,737
 Accrued compensation                                    14,917         13,162
 Other accrued expenses                                  16,145         13,230
 Derivative liabilities                                     425            458
 Billings in excess of costs and earnings                 9,099          6,055
--------------------------------------------------------------------------------
  Total current liabilities                              66,008         63,490
Long-term debt                                          197,263        208,860
Deferred income taxes                                       918            ---
Pension and other postemployment benefits                11,635         11,941
--------------------------------------------------------------------------------
  Total liabilities                                     275,824        284,291
--------------------------------------------------------------------------------
Commitments and contingencies (Note 12)
--------------------------------------------------------------------------------
Stockholders' equity:
 Preferred stock, $.01 par value per share,
  20,000,000 shares authorized, none issued
 Common stock, $.01 par value per share,
  200,000,000 shares authorized, 21,327,931 issued          213            213
 Additional paid-in capital                             170,955        170,955
 Accumulated other comprehensive loss                    (5,844)        (5,965)
 Retained earnings (deficit)                              5,710         (1,794)
--------------------------------------------------------------------------------
  Total stockholders' equity                            171,034        163,409
--------------------------------------------------------------------------------
  Total Liabilities and Stockholders' Equity           $446,858       $447,700
================================================================================

  The accompanying notes are an integral part of these consolidated
                        financial statements.



             INTEGRATED DEFENSE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

--------------------------------------------------------------------------------
                                         Quarter Ended        Six Months Ended
                                        June 27,  June 30,   June 27,   June 30,
                                          2003      2002       2003       2002
--------------------------------------------------------------------------------
(In thousands except per share amounts)

Revenue                                $93,418   $72,099    $174,317   $140,492
Cost of revenue                         63,982    50,288     119,092     99,131
--------------------------------------------------------------------------------
Gross profit                            29,436    21,811      55,225     41,361

Sales and marketing expense              4,002     2,841       7,706      6,724
General and administrative expense       8,130     6,411      16,255     11,931
Research and development and bid
  and proposal expenses                  6,685     4,493      12,254      8,068
Amortization expense                       756       201       1,536        418
--------------------------------------------------------------------------------
Income from operations                   9,863     7,865      17,474     14,220

Interest expense                        (3,001)   (1,027)     (6,087)    (4,858)
Refinancing costs                          ---       ---         ---    (20,696)
Other income (expense), net                185       231         430        252
--------------------------------------------------------------------------------
Income (loss) before income taxes        7,047     7,069      11,817    (11,082)

Income tax benefit (expense)            (2,572)   (2,579)     (4,313)     4,500
--------------------------------------------------------------------------------

Net income (loss)                       $4,475   $ 4,490      $7,504    $(6,582)
================================================================================

Earnings (loss) per share:
      Basic                               $.21      $.23        $.35      $(.37)
      Diluted                             $.21      $.21        $.35      $(.37)
================================================================================

Weighted-average shares outstanding:
      Basic                             21,328    19,801      21,328     17,837
      Diluted                           21,328    21,328      21,328     17,837
================================================================================

  The accompanying notes are an integral part of these consolidated
                        financial statements.


             INTEGRATED DEFENSE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

--------------------------------------------------------------------------------
                                                          Six Months Ended
                                                      June 27,         June 30,
                                                        2003             2002
--------------------------------------------------------------------------------
(In thousands)

OPERATING ACTIVITIES:
 Net income (loss)                                    $7,504         $(  6,582)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Depreciation expense                                6,753             5,393
   Amortization expense                                2,183               509
   Refinancing costs                                     ---            20,696
   Deferred income taxes                               3,805          (  3,472)
   Changes in current assets and liabilities:
    Restricted cash                                      692               394
    Accounts receivable, net                             618          (  4,315)
    Inventories, net                                 ( 2,090)         (    144)
    Other current assets                             (   167)         (  1,718)
    Accounts payable                                 ( 2,617)            1,665
    Billings in excess of costs and earnings           3,044          (  1,238)
    Other current liabilities                          4,755          (  1,489)
--------------------------------------------------------------------------------
     Net cash provided by operating activities        24,480             9,699
--------------------------------------------------------------------------------

INVESTING ACTIVITIES:
 Purchases of property and equipment                 ( 6,998)         (  3,740)
 Capitalization of internally developed software     (   208)         (    493)
 Signia purchase price adjustments                     1,685               ---
 Other                                                   ---          (    123)
--------------------------------------------------------------------------------
     Net cash used in investing activities           ( 5,521)         (  4,356)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES:
 Proceeds from sale of common stock,
  net of issuance costs                                  ---           116,688
 Issuance of long-term debt                              ---            85,000
 Repayment of long-term debt                         (11,643)         (169,823)
 Payment of refinancing costs                            ---          ( 14,716)
 Net repayments under revolving credit loans         ( 2,500)         (  8,500)
--------------------------------------------------------------------------------
     Net cash provided by (used in)
       financing activities                          (14,143)            8,649
--------------------------------------------------------------------------------
Net increase in cash                                   4,816            13,992
Cash at beginning of period                            8,969             3,893
--------------------------------------------------------------------------------
Cash at end of period                                $13,785         $  17,885
================================================================================


Supplemental disclosure of noncash
  financing activities:
    Unrealized loss on derivative
      financial instrument                           $( 239)         $(  1,075)

  The accompanying notes are an integral part of these consolidated
                        financial statements.




       INTEGRATED DEFENSE TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: BASIS OF PRESENTATION

        The  accompanying  unaudited condensed consolidated  financial
        statements  of  Integrated  Defense  Technologies,  Inc.   and
        subsidiaries (the "Company") have been prepared  on  the  same
        basis   as   the   Company's  annual  consolidated   financial
        statements  and should be read in conjunction with its  Annual
        Report on Form 10-K for the year ended December 31, 2002 filed
        with the Securities and Exchange Commission on March 28, 2003.
        In  the  opinion  of  management, the  accompanying  unaudited
        condensed   consolidated  financial  statements  contain   all
        adjustments  (consisting of normal recurring items)  necessary
        for  a  fair  presentation of results for the interim  periods
        presented.  The consolidated results for interim  periods  are
        not necessarily indicative of the results that may be expected
        for  the  full year.  Certain prior period amounts  have  been
        reclassified  to  provide  comparability  with   the   current
        presentation.

NOTE 2: REFINANCING

        On  February 27, 2002, the Company completed an initial public
        offering of 8,000,000 shares of common stock at $22 per share.
        In  the  offering, the Company sold 6,000,000 primary  shares,
        generating net cash proceeds of $116,688,000.  The majority of
        the  proceeds from the offering were used for debt  retirement
        and refinancing.  Concurrent with the closing of the offering,
        the  Company repaid the outstanding balances on its  revolving
        credit  and  term  loan agreement and its senior  subordinated
        notes   ($125,836,000  and  $51,250,000,   respectively)   and
        replaced  the previous revolving credit and term loan facility
        with  a  new  facility  provided by a syndicate  of  financial
        institutions.

        The  Company's  new six-year revolving credit  and  term  loan
        facility,  as  amended  on November  1,  2002  (see  Note  3),
        provides  for  a total credit facility of up to  $265,000,000,
        consisting   of  a  $45,000,000  five-year  revolving   credit
        facility,  a $40,000,000 five-year term loan ("Term  Loan  A")
        and  a  $180,000,000  six-year  term  loan  ("Term  Loan  B").
        Borrowings  under  the facility are secured  by  a  pledge  of
        substantially all of the Company's assets and bear interest at
        the  base rate or LIBOR plus an applicable margin ranging from
        1.00%  to  4.00%  based  upon  the Company's  leverage  ratio.
        Available  borrowings under the revolving credit facility  are
        based  upon  a borrowing base, which is calculated based  upon
        eligible accounts receivable and inventories as defined in the
        agreement.

        On  March  31, 2003, the Company repaid the $2,500,000  amount
        outstanding under the revolving credit facility, and  on  June
        27,  2003, it prepaid $10,000,000 of the balance due under the
        term loan facility, consisting of $1,656,000 paid on Term Loan
        A  and  $8,344,000 paid on Term Loan B.  This prepayment  also
        served  to  reduce the Company's remaining scheduled quarterly
        payments under the term loan facility by approximately 4.7%.

        At  June  27, 2003, the Company had outstanding borrowings  of
        $204,375,000  under  the facility, consisting  of  $33,844,000
        under  Term  Loan A and $170,531,000 under Term  Loan  B.   In
        addition,  $14,720,000  of the credit line  was  allocated  to
        support  the Company's letters of credit on that date, leaving
        available  borrowings under the facility of $30,280,000.   The
        Company  has not utilized the revolving credit facility  since
        the March 31, 2003 repayment.

        On  June 30, 2003, the Company made its scheduled payments  on
        Term  Loans  A and B of $1,370,000 and $429,000, respectively.
        Current  interest  rates  on  the remaining  outstanding  loan
        balances are 4.1% and 5.1%, respectively.

        At  June 27, 2003 and December 31, 2002, the fair values  of
        the Company's borrowings under its revolving credit and term
        loan  facility approximated their carrying values based upon
        the  variable  nature of the interest rates.    For  further
        information  regarding the Company's  revolving  credit  and
        term   loan   facility,   including  information   regarding
        financial  covenants  and  business restrictions  associated
        with  the  facility,  see "Liquidity and Capital  Resources"
        contained  in  "Management's  Discussion  and  Analysis   of
        Financial  Condition  and Results  of  Operations"  in  this
        quarterly report on Form 10-Q.

        In connection with the early retirement and refinancing of its
        prior  credit  facility  in first quarter  2002,  the  Company
        incurred  charges  totaling $20,696,000, including  prepayment
        penalties of $2,565,000, a $4,833,000 write-off of capitalized
        debt  issuance  costs  associated with the  previous  debt,  a
        $5,727,000  write-off of unamortized discount  on  its  senior
        subordinated  notes,  and a $7,571,000  payment  to  terminate
        interest  rate  swap agreements associated  with  the  retired
        debt.   These charges are reflected as "Refinancing costs"  in
        the Company's consolidated statement of operations for the six
        months ended June 30, 2002.

NOTE 3: BUSINESS ACQUISITION

        On November 1, 2002, the Company acquired substantially all of
        the  assets and assumed certain of the liabilities of the  BAE
        SYSTEMS Advanced Systems Gaithersburg, Maryland operation (now
        known  as  "Signia").   Signia designs and  manufactures  high
        performance  radio  frequency surveillance equipment  used  in
        communications    intelligence   and   signals    intelligence
        applications.  The Signia operation complements the  Company's
        Communications  &  Surveillance Systems segment,  particularly
        its  Zeta  division,  which  was operationally  combined  with
        Signia  during  the fourth quarter of 2002.   In  addition  to
        reducing  overhead expenses associated with the Zeta division,
        the   integration   of  Signia  into  the   Communications   &
        Surveillance  Systems  segment is  expected  to  broaden  that
        segment's   capabilities   and  technological   expertise   in
        surveillance  and  intelligence,  while  adding  valuable  new
        customer relationships.

        The  aggregate purchase price paid in fourth quarter 2002  was
        $149,085,000,  including  direct acquisition  costs,  and  was
        financed   primarily  through  an  add-on  to  the   Company's
        revolving  credit and term loan facility.   (See  Note  2  for
        details  of  the Company's credit facility.)   In March  2003,
        the Company received a final closing purchase price adjustment
        of  $1,899,000 in cash from the seller.    In addition, during
        the  first six months of 2003, the Company incurred additional
        expenses related to the acquisition totaling $214,000.   These
        expenses also resulted in an adjustment to the purchase  price
        and  goodwill associated with the acquisition.   (See  Note  5
        following.)   The  net  cash inflow related  to  these  Signia
        purchase  price  adjustments  of $1,685,000  is  reflected  as
        "Signia   purchase   price  adjustments"  in   the   Company's
        consolidated statement of cash flows for the six months  ended
        June 27, 2003.

        See  Note  4  of  Notes  to Consolidated Financial  Statements
        contained  in the Company's 2002 Annual Report to Stockholders
        for  complete details of the Signia acquisition, including the
        fair values of the assets acquired and liabilities assumed  on
        the   date  of  acquisition.  For  information  regarding  the
        intangible assets acquired, see Note 5 following.


NOTE 4: INVENTORIES

        Inventories consist of the following:
        ------------------------------------------------------------
                                         June 27,     December 31,
                                           2003           2002
        ------------------------------------------------------------
        (In thousands)

        Stock materials                  $16,514        $14,983
        Work-in-process                   11,999         10,525
        Finished goods                     2,065          3,363
        ------------------------------------------------------------
                                          30,578         28,871
        Less reserve for excess
          and obsolescence                 8,582          8,629
        ------------------------------------------------------------
            Inventories, net             $21,996        $20,242
        ============================================================

        Inventories  are  stated at the lower of  first-in,  first-out
        ("FIFO") cost or market or valued using other costing  methods
        which  approximate the lower of FIFO cost or market.  For  the
        purpose  of this valuation, market values are estimated  based
        upon assumptions about future demand and market conditions.

        Work-in-process   and   finished  goods  inventories   consist
        primarily  of  electronic components  for  use  in  fulfilling
        current and future contracts.


NOTE 5: GOODWILL AND OTHER INTANGIBLE ASSETS

        Effective  January 1, 2002, the Company adopted the provisions
        of  Financial Accounting Standards Board ("FASB") Statement of
        Financial  Accounting Standards No. 142,  Goodwill  and  Other
        Intangible  Assets  ("SFAS 142"), under  which  the  Company's
        goodwill  is  no  longer amortized and is instead  subject  to
        annual  impairment  tests using a fair value  based  approach.
        The  Company's other recorded intangible assets, substantially
        all  of which were acquired in the Company's November 1,  2002
        acquisition  of  Signia,  are  being  amortized   over   their
        remaining estimated useful lives.

        Goodwill

        The  Company completed the transitional impairment testing and
        reallocation of goodwill to its business units in  the  second
        quarter of 2002.  For impairment testing purposes, the Company
        determined the value of its individual business units using  a
        discounted cash flow model, a guideline company model,  and  a
        transaction  model,  and by observation of  demonstrable  fair
        values  of  comparable entities.  The Company determined  that
        there  was no impairment of its goodwill as of the January  1,
        2002 implementation date of SFAS 142.

        In  fourth quarter 2002, in connection with the combination of
        its  Zeta  division  with Signia, the Company  determined  the
        value  of the Zeta division using a discounted cash flow model
        and  wrote  off  the  remaining unamortized  goodwill  balance
        associated with the division.

        The  Company completed its first annual impairment testing  of
        goodwill as of December 31, 2002 using a discounted cash  flow
        model and a transaction model and determined that there was no
        further impairment of its goodwill.  There have been no events
        or  changes  in circumstances during the first six  months  of
        2003  which  would  indicate  additional  impairment  of   the
        Company's goodwill.

        Changes  in  the  carrying amount of  the  Company's  goodwill
        during the first six months of 2003 were as follows:
        
        
        -------------------------------------------------------------------------------------------
                                               Electronic   Diagnostics   Communications
                                                 Combat       & Power     & Surveillance
                                                Systems       Systems         Systems       Total
        -------------------------------------------------------------------------------------------
        (In thousands)

                                                                             
        Balance as of January 1, 2003            $53,221      $20,075        $70,513     $143,809
        Signia  purchase  price  adjustments
          (see  Note  3)                             ---          ---         (1,685)      (1,685)
        -------------------------------------------------------------------------------------------
        Balance as of June 27, 2003              $53,221      $20,075        $68,828     $142,124
        ===========================================================================================
        

        Other Intangible Assets
        
        
        -------------------------------------------------------------------------------------------
                                                             As of June 27, 2003
                                                             -------------------
                                              Gross Carrying      Accumulated      Net Carrying
                                                  Amount         Amortization          Amount
        -------------------------------------------------------------------------------------------
        (In thousands)

                                                                             
        Trade names and trademarks                $ 1,581            $  105           $ 1,476
        Patents and proprietary technology         13,870               614            13,256
        Customer relationships                     40,912               880            40,032
        -------------------------------------------------------------------------------------------

        Total                                     $56,363            $1,599           $54,764
        ===========================================================================================
        

        Annual  amortization expense for each of the next  five  years
        should approximate $2,400,000.

NOTE 6: PROPERTY AND EQUIPMENT

        Property   and   equipment,   net  includes   allowances   for
        depreciation of $77,338,000 and $71,043,000 at June  27,  2003
        and December 31, 2002, respectively.

NOTE 7: INTEREST RATE SWAP AGREEMENTS

        The  Company  at times uses interest rate swap  agreements  to
        manage the risk associated with interest rate fluctuations  on
        its  variable rate debt.  In October 2000, the Company entered
        into   three   such  agreements  with  notional   amounts   of
        $25,000,000,  $10,000,000, and $60,000,000,  under  which  the
        Company paid fixed interest rates ranging from 6.39% to  6.75%
        and  received a variable LIBOR-based rate of interest from the
        holders  of  the agreements.  On March 4, 2002, in  connection
        with  its  debt retirement and refinancing (see Note  2),  the
        Company paid $7,571,000 to terminate these interest rate  swap
        agreements.   This  expense is reflected  as  a  component  of
        "Refinancing costs" in the Company's consolidated statement of
        operations for the six months ended June 30, 2002.

        On  December  31, 2002, the Company entered into  an  interest
        rate  swap  agreement with a notional amount of  $115,000,000,
        under  which the Company pays a fixed interest rate of  1.815%
        and  receives a variable LIBOR-based rate of interest from the
        holder  of the agreement.  LIBOR approximated 1.4% at December
        31,  2002  and  1.1%  at June 27, 2003.   As  such,  the  swap
        agreement had a negative fair value of $458,000 ($291,000  net
        of  tax  benefit) at December 31, 2002 and $425,000  ($270,000
        net  of  tax  benefit) at June 27, 2003.  These  fair  values,
        representing the approximate cost of terminating the  swap  on
        those dates, are reflected as "Derivative liabilities" and  as
        a  component of  "Accumulated other comprehensive loss" in the
        Company's consolidated balance sheets.  The interest rate swap
        agreement is scheduled to terminate in December 2003,  and  as
        such, the accumulated other comprehensive loss associated with
        the agreement, if any, can be expected to be reclassified into
        earnings during 2003.

        The  difference between the pay and receive rates of  interest
        on  the Company's interest rate swap agreements is charged  or
        credited  to interest expense as incurred and reflected  as  a
        reclassification adjustment out of other comprehensive  income
        (loss).   In  the  first  six months of  2002  and  2003,  the
        Company's  swap agreements increased its interest  expense  by
        $830,000 and $272,000, respectively.

        There  was  no impact to earnings due to hedge ineffectiveness
        during  the  first six months of 2002 and 2003.   The  Company
        does  not use derivative financial instruments for speculative
        or trading purposes.

NOTE 8: EARNINGS (LOSS) PER SHARE ("EPS")

        The Company reports both basic and diluted EPS figures.  Basic
        EPS  is  computed using the weighted average number of  common
        shares outstanding. Diluted EPS is computed using the weighted
        average   number  of  common  and  equivalent  common   shares
        outstanding. Historically, common stock warrants have been the
        Company's only common stock equivalent and have been  included
        in the Company's EPS calculations only if dilutive.

        On February 5, 2002, the Company's Board of Directors approved
        a  198.6359 to 1 common stock split.  All share and per  share
        amounts  for  the six months ended June 30, 2002 reflect  this
        stock split.

        On  February  27, 2002, in connection with its initial  public
        stock offering, the Company issued 6,000,000 additional shares
        of  common  stock,  and warrant holders converted  outstanding
        warrants  into  235,749 shares of the Company's common  stock.
        On  September 6, 2002, warrant holders converted the remaining
        outstanding  warrants  into  1,526,939  shares  of  restricted
        common  stock.   The Company no longer has  any  common  stock
        warrants outstanding.

        Common  stock warrants outstanding during the quarter and  six
        months  ended  June  30,  2002 equated to  1,526,946  dilutive
        weighted-average equivalent shares and 1,601,187 anti-dilutive
        weighted-average equivalent shares for the respective periods.
        The  Company  had no common stock warrants outstanding  during
        the six months ended June 27, 2003.

NOTE 9: COMPREHENSIVE INCOME (LOSS)

        Comprehensive income (loss) includes net income (loss) as well
        as all other nonowner changes in equity. The components of the
        Company's  comprehensive income (losses) for the quarters  and
        six  month periods ended June 27, 2003 and June 30,  2002  are
        presented below, net of related income tax effects.  See  Note
        7  for  further information regarding the interest  rate  swap
        agreements  used  by  the  Company and  the  impact  of  those
        agreements on its consolidated financial position and  results
        of operations.


-------------------------------------------------------------------------------------------------
                                                        Quarter Ended          Six Months Ended
                                                     June 27,    June 30,   June 27,     June 30,
                                                       2003        2002       2003        2002
-------------------------------------------------------------------------------------------------
(In thousands)

                                                                            
Net income (loss)                                     $4,475     $4,490      $7,504     $(6,582)
Other comprehensive income (loss):
 Unrealized losses on interest rate swap agreements      (37)       ---        (152)       (656)
 Realized losses on interest rate swap agreements
   charged to net income (loss)                           97        ---         173       5,198
 Minimum pension liability adjustment                    113        (46)        100         (25)
-------------------------------------------------------------------------------------------------
      Comprehensive income (loss)                     $4,648     $4,444      $7,625     $(2,065)
=================================================================================================


NOTE 10:SEGMENT INFORMATION

        The  Company's  business  presently  consists  of  three
        operating  segments: Electronic Combat Systems, Diagnostics  &
        Power  Systems,  and  Communications &  Surveillance  Systems.
        These  reportable  segments  are defined  primarily  by  their
        economic  characteristics, the nature of  their  products  and
        services, and by their class of customer.

        The  Electronic  Combat Systems segment  designs,  integrates,
        manufactures,  and  sells electronics and  avionics  equipment
        primarily  to  the  U.S. Government for military,  civil,  and
        governmental  uses,  and designs, manufactures,  and  supports
        advanced  test  and evaluation systems, rangeless  air  combat
        training  systems,  threat simulation  equipment,  high  power
        transmitters, and control subsystems for both guided bombs and
        missile  launching systems for the U.S. Department of Defense,
        major   defense  prime  contractors,  and  foreign  government
        defense agencies.

        The  Diagnostics  &  Power  Systems segment  is  a  contractor
        primarily  to  the U.S. Government and to foreign governments,
        and   designs,  manufactures,  and  supports  test  equipment,
        vehicle  electronics  systems, and energy  management  systems
        primarily for military combat vehicle applications.

        The  Communications & Surveillance Systems segment designs and
        manufactures meteorological surveillance and analysis systems,
        more  commonly  known as Doppler weather  radar  systems,  and
        designs and produces advanced electronics systems, subsystems,
        components, and radio frequency surveillance equipment for the
        defense, aerospace, and communications industries for U.S. and
        foreign government agencies and commercial customers.

        The   Company  evaluates  the  performance  of  its  operating
        segments  based  upon  revenue and earnings  before  interest,
        taxes,   depreciation,   and  amortization   ("EBITDA")   (1),
        calculated  as  income from operations plus  depreciation  and
        amortization   expense.   The  accounting  policies   of   the
        operating segments are consistent across segments and are  the
        same   as  those  used  in  preparation  of  the  consolidated
        financial statements of the Company. (See Note 2 of  Notes  to
        Consolidated  Financial Statements included in  the  Company's
        2002 Annual Report to Stockholders.) Sales among the operating
        segments  are insignificant.  The Company's corporate expenses
        are allocated in full to the segments on the basis of relative
        employment,  revenue, and selected assets.   Corporate  assets
        are included in "All other" in the following table.

        Set  forth  below are revenue and EBITDA by operating  segment
        for the quarters and six month periods ended June 27, 2003 and
        June 30, 2002.

        
        
        ------------------------------------------------------------------------------------------
                                                         Quarter Ended          Six Months Ended
                                                      June 27,    June 30,   June 27,     June 30,
                                                        2003       2002        2003        2002
        ------------------------------------------------------------------------------------------
        (In thousands)

                                                                            
        Revenues from Unaffiliated Customers:
          Electronic Combat Systems                   $37,276   $35,904      $ 68,919   $ 68,125
          Diagnostics & Power Systems                  22,797    19,902        41,071     41,587
          Communications & Surveillance Systems        33,345    16,253        64,327     30,485
          All other                                       ---        40           ---        295
        ------------------------------------------------------------------------------------------
            Total                                     $93,418   $72,099      $174,317   $140,492
        ==========================================================================================


        Other Financial Information:
        ------------------------------------------------------------------------------------------
        EBITDA:
         Electronic Combat Systems                    $ 6,867    $6,408       $11,787    $11,630
         Diagnostics & Power Systems                    2,542     2,110         4,644      4,287
         Communications & Surveillance Systems          4,913     2,455         9,900      4,524
         All other                                         26      (134)           79       (318)
        ------------------------------------------------------------------------------------------
            Total                                     $14,348   $10,839       $26,410    $20,123
        ==========================================================================================
        

        The  increase  in  Communications  &  Surveillance  Systems'
        revenue  and  EBITDA is due primarily to the acquisition  of
        Signia in the fourth quarter of 2002.  Signia's revenue  and
        EBITDA  for the first six months of 2003 totaled $36,633,000
        and $7,494,000, respectively.

        (1) EBITDA  is  not  a presentation made in  accordance  with
            accounting  principles  generally  accepted  in  the  United
            States  ("U.S.  GAAP"),  and  as  such,  it  should  not  be
            considered  in isolation or as a substitute for  net  income
            (loss),  cash  flows  from operating  activities,  or  other
            income  or  cash flow statement data prepared in  accordance
            with  U.S.  GAAP,  or  as  a  measure  of  profitability  or
            liquidity.   The  Company  monitors  EBITDA  by  segment  to
            determine  each  segment's  ability  to  satisfy  its   debt
            service,   capital   expenditure,   and   working    capital
            requirements and because certain covenants in the  Company's
            revolving  credit  and  term loan facility  are  based  upon
            similar measures.  EBITDA does not fully consider the impact
            of  investing  or financing transactions as it  specifically
            excludes depreciation and amortization charges, which should
            be   considered  in  the  overall  evaluation  of   results.
            Additionally,  the  Company's  EBITDA  is  not   necessarily
            comparable to other similarly titled captions used by  other
            companies.   A  reconciliation of the  Company's  EBITDA  to
            income  (loss)  before  income taxes  is  presented  in  the
            following table.

        Reconciliation of EBITDA to income (loss) before income taxes:
        
        
        ---------------------------------------------------------------------------------------------
                                                         Quarter Ended            Six Months Ended
                                                       June 27,     June 30,    June 27,     June 30,
                                                        2003         2002        2003         2002
        ---------------------------------------------------------------------------------------------
        (In thousands)
                                                                               
          EBITDA                                        $14,348     $10,839     $26,410    $20,123
          Less:  Depreciation and amortization expense    4,485       2,974       8,936      5,903
                 Interest expense                         3,001       1,027       6,087      4,858
                 Refinancing costs                          ---         ---         ---     20,696
          Add back other income                             185         231         430        252
        ---------------------------------------------------------------------------------------------
            Income (loss) before income taxes            $7,047      $7,069     $11,817   $(11,082)
        =============================================================================================
        

        The following table presents total assets for each of the
        Company's operating segments as of June 27, 2003 and
        December 31, 2002.
        ---------------------------------------------------------------------
                                                    June 27,    December 31,
                                                      2003         2002
        ---------------------------------------------------------------------
        (In thousands)

        Total assets:
          Electronic Combat Systems               $161,126       $163,615
          Diagnostics & Power Systems               54,711         57,216
          Communications & Surveillance Systems    207,798        202,004
          All other                                 23,223         24,865
        ---------------------------------------------------------------------
             Total                                $446,858       $447,700
        =====================================================================


NOTE 11:RECENT ACCOUNTING PRONOUNCEMENTS

        In   fourth  quarter  2002,  the  Company  early  adopted  the
        provisions of FASB Statement of Financial Accounting Standards
        No.  145  ("SFAS  145"),  which rescinded  FASB  Statement  of
        Financial  Accounting  Standards No. 4,  Reporting  Gains  and
        Losses from Extinguishment of Debt ("SFAS 4"), and made  other
        technical     corrections     to    existing     authoritative
        pronouncements.    SFAS 4 required companies to  classify  all
        gains  and losses from extinguishment of debt as extraordinary
        items, net of the related tax effects, in their statements  of
        operations.    SFAS  145  requires  gains  and   losses   from
        extinguishment of debt to be classified as income or loss from
        continuing  operations  unless  they  meet  the  criteria  for
        classification as extraordinary items contained in  Accounting
        Principles  Board  Opinion No. 30.   In  accordance  with  the
        provisions of SFAS 145, the Company has reclassified its first
        quarter  2002  early debt extinguishment loss of  $13,125,000,
        which was previously classified as an extraordinary item,  net
        of  tax, into its loss from continuing operations.  This  loss
        is   included   in  "Refinancing  costs"  in   the   Company's
        consolidated statement of operations for the six months  ended
        June  30,  2002.   See Note 2 for further  discussion  of  the
        Company's refinancing costs.

NOTE 12:COMMITMENTS AND CONTINGENCIES

        Retention Agreements - In March 2003, the Company's  Board  of
        Directors,   in  connection  with  its  decision  to   explore
        strategic  alternatives for the Company and  thereby  maximize
        stockholder  value, adopted a retention incentive program  for
        certain  key  employees to ensure their  continuous  full-time
        employment with the Company.  The employees covered under this
        program  are eligible to receive special retention bonuses  in
        varying  fixed  amounts  in  the  event  of  a  sale,  merger,
        consolidation,  or other business combination resulting  in  a
        change of control of the Company.  The aggregate amount of the
        Company's  contingent liability with respect to the  retention
        agreements  under this program is $3,200,000, but such  amount
        is   not   payable   absent  a  change   of   control   event.
        Additionally, all agreements under this program will terminate
        if such an event has not occurred prior to December 31, 2003.

        Product Warranties  - Due to the nature and variability of its
        products  and customers, the Company has no standard  warranty
        policy   applicable  to  all  of  its  products  and  business
        segments.  When applicable, warranties are limited to  defects
        in  material and workmanship, with specific terms and duration
        based upon contractual agreements with individual customers.

        For  products  sold  with warranties, a provision  for  future
        warranty  costs is estimated based upon historical  experience
        and recorded when the product is shipped.  The adequacy of the
        recorded  warranty  liability is  assessed  each  quarter  and
        adjusted as necessary.

        The Company's liability for estimated warranty obligations  is
        included  as  a component of "Other accrued expenses"  in  its
        consolidated   balance  sheets.   Changes  in  the   Company's
        warranty  liability during the six months ended June 27,  2003
        were as follows:

                                                  (In thousands)
                                                  --------------

           Balance at December 31, 2002              $ 2,522

           Product warranty accrual                      118
           Warranty costs incurred                       (95)
                                                     --------

           Balance at March 28, 2003                   2,545

           Product warranty accrual                      236
           Transfer from program estimate
              of cost to complete                      1,809
           Warranty costs incurred                      (416)
                                                     --------

           Balance at June 27, 2003                   $4,174
                                                     ========

        Letters  of  Credit  -  At  June 27,  2003,  the  Company  had
        outstanding  letters  of credit of approximately  $14,720,000.
        These  letters  of credit, substantially all of  which  expire
        within  a  year,  relate primarily to the Company's  contracts
        with foreign governments.

        Claims  and  Legal Proceedings - As further described  in  the
        Company's  2002 Annual Report to Stockholders, the Company  is
        involved in various legal actions arising in the normal course
        of   its   business,   including  a  National   Park   Service
        investigation  regarding the presence of residual  radioactive
        materials and contamination at a uranium mine previously owned
        by  a  predecessor  of  one  of  the  Company's  subsidiaries.
        Although  the  ultimate  cost  of  these  matters  cannot   be
        predicted  with certainty, the outcomes of such legal  actions
        are not expected, either individually or in the aggregate,  to
        result in a material adverse effect on the Company's business,
        results of operations, or financial condition.  There were  no
        material developments with respect to these matters during the
        first six months of 2003.


ITEM 2.

                INTEGRATED DEFENSE TECHNOLOGIES, INC.
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS

     General

     Integrated  Defense  Technologies, Inc. (the  "Company")  is  a
designer  and  developer  of  advanced  electronics  and  technology
products  for the defense and intelligence industries. The Company's
products  are  installed on or used in support of a broad  array  of
military platforms in order to enhance their operational performance
or  extend their useful lives.  The Company's customers include  all
branches  of  the  military services, major domestic  prime  defense
contractors   such   as   The  Boeing  Company,   General   Dynamics
Corporation,   Lockheed   Martin   Corporation,   Northrop   Grumman
Corporation, Raytheon Company, and United Defense Industries,  Inc.,
foreign   defense   contractors,  foreign  governments,   and   U.S.
Government agencies.

     The  Company's  contracts typically fall into  two  categories:
cost-plus   and  fixed-price  contracts.  Contracts  for   research,
engineering,  prototypes, repair and maintenance,  and  similar  are
typically  cost-plus  arrangements.  Customer-funded  research   and
development costs are typically included in the Company's  contracts
and booked as revenue and cost of revenue.

     In  a  fixed-price  contract,  the  price  is  not  subject  to
adjustment  based  upon cost incurred to perform the  required  work
under  the  contract.  In  a  cost-plus  contract,  the  Company  is
reimbursed  for allowable incurred costs plus a fee,  which  may  be
fixed  or variable. The price on a cost-plus contract is based  upon
allowable  costs  incurred, but generally  is  subject  to  contract
funding limitations. Under fixed-price contracts, the Company agrees
to  perform for a predetermined contract price. Although fixed-price
contracts generally permit the Company to keep profits if costs  are
less  than  projected, the Company bears the risk that increased  or
unexpected  costs may reduce profit or cause the Company to  sustain
losses  on  the  contracts. Generally, fixed-price  contracts  offer
higher margins than cost-plus type contracts.

     All  of  the  Company's domestic U.S. Government contracts  and
subcontracts  are  subject to audit and various  cost  controls  and
include  standard provisions for termination at the  convenience  of
the  U.S.  Government  or  for default. The  Department  of  Defense
generally  has the right to object to costs as not allowable  or  as
unreasonable,  which  can increase the level of  costs  the  Company
bears.  Multi-year U.S. Government contracts and related orders  are
subject  to cancellation if funds for contract performance  for  any
subsequent  year  are  not available. Foreign  government  contracts
generally  include comparable provisions relating to termination  at
the convenience of the foreign government or for default.

     Prior  to  its November 1, 2002 acquisition of Signia (see  the
Company's Annual Report on Form 10-K for the year ended December 31,
2002   for   further   discussion),  the   Company   accounted   for
substantially   all  of  its  contracts  using  the   percentage-of-
completion method of accounting.  As revenues of the Signia business
are  generated primarily from shorter-term production jobs which are
recognized   at   delivery,  the  Company's  mix  of  percentage-of-
completion  revenues to total revenues has declined to approximately
80%.   Under  the  percentage-of-completion  method  of  accounting,
revenue  is matched with the cost incurred on each unit produced  at
the  time the Company recognizes its sale based upon an estimate  of
the gross profit margin the Company expects to receive over the life
of  the  contract. The Company currently evaluates its estimates  of
gross  margin on a monthly basis. In addition, the Company uses  the
cumulative catch-up method to recognize its changes in estimates  of
sales and gross margins during the period in which those changes are
determined. The Company charges any anticipated losses on a contract
to  operations as soon as those losses are determined. The principal
components   of  the  Company's  cost  of  revenue  are   materials,
subcontractor costs, labor, and overhead. The Company charges all of
these costs to the respective contracts as incurred.

     The   Company  expenses  operating  costs  such  as  sales  and
marketing expenses, general and administrative expenses, independent
research  and development costs, and bid and proposal costs  in  the
period   incurred.  The  major  components  of   these   costs   are
compensation   and  overhead.  Capitalized  debt   issuance   costs,
qualifying  software  development costs, and intangible  assets  are
amortized  over  their  useful  lives,  with  the  amortization   of
capitalized  software development costs included as a  component  of
the  Company's cost of revenue. Since January 1, 2002,  the  Company
has  been  subject to a new accounting standard under  which  it  no
longer  amortizes  goodwill, although  it  must  test  its  goodwill
periodically for impairment.

     The  Company's results of operations, particularly its  revenue
and  its  cash flows, may vary significantly from period  to  period
depending  upon  the  timing of delivery of finished  products,  the
terms  of  contracts, and the level of export sales.  As  a  result,
period-to-period   comparisons   may   show   substantial    changes
disproportionate  to  the  Company's underlying  business  activity.
Accordingly, the Company does not believe that its quarterly results
of  operations  are  necessarily indicative of  results  for  future
periods.

     Forward Looking Statements

     The  information  contained in this  report  includes  forward-
looking statements, including in particular statements about  plans,
strategies, and prospects under the heading "Management's Discussion
and  Analysis  of  Financial Condition and Results  of  Operations."
Words  such  as  "may,"  "will," "expect," "anticipate,"  "believe,"
"estimate," "plan," "intend," and similar expressions in this report
identify    forward-looking   statements.    These   forward-looking
statements  are  based  upon current views with  respect  to  future
events   and  financial  performance  of  the  Company  based   upon
assumptions   made  by  management.  Actual  results  could   differ
materially from those projected in the forward-looking statements.

     The  Company's forward-looking statements are subject to  risks
and uncertainties, including:

        o    the Company's dependence upon the defense industry and the
             business risks peculiar to that industry, including changing
             priorities due to geopolitical conditions or otherwise, or
             reductions in the U.S. Government defense budget;

        o    the Company's ability to obtain future government contracts on
             a timely basis;

        o    the availability of government funding and customer
             requirements;

        o    the potential development of new and competing technologies and
             the Company's ability to compete technologically;

        o    difficulties encountered in the integration of acquired
             businesses;

        o    general economic conditions, the competitive environment of the
             defense industry, international business and political conditions,
             and timing of awards and contracts; and

        o    other factors described under "Factors Which May Affect
             Financial Condition and Future Results" in the Company's Annual
             Report on Form 10-K for the year ended December 31, 2002.

     As  for  the forward-looking statements that relate  to  future
financial  results and other projections, actual  results  could  be
different  due to the inherent uncertainty of estimates,  forecasts,
and  projections and may be better or worse than anticipated.  Given
these  uncertainties,  no reliance should be  placed  upon  forward-
looking   statements.  Forward-looking  statements   represent   the
Company's  estimates and assumptions only as of the date  they  were
made. The Company expressly disclaims any duty to provide updates to
forward-looking   statements  and  the  estimates  and   assumptions
associated  with  them after the date of this  report  in  order  to
reflect  changes in circumstances or expectations or  occurrence  of
unanticipated  events, except to the extent required  by  applicable
securities laws.

     Results of Operations

     The   following   tables  summarize  the  Company's   operating
information as a percentage of revenue and its segment data for  the
quarters  and  six month periods ended June 27, 2003  and  June  30,
2002:

--------------------------------------------------------------------------------
                                         Quarter Ended       Six Months Ended
                                      June 27,   June 30,  June 27,     June 30,
                                        2003       2002     2003          2002
--------------------------------------------------------------------------------
Statement of operations and other
  financial information:

Revenue                                100.0%     100.0%    100.0%     100.0%
Cost of revenue                         68.5       69.7      68.3       70.6
--------------------------------------------------------------------------------
  Gross profit                          31.5       30.3      31.7       29.4

Sales and marketing expense              4.3        4.0       4.4        4.8
General and administrative expense       8.7        8.9       9.3        8.5
Research and development and bid
   and proposal expenses                 7.1        6.2       7.1        5.7
Amortization expense                      .8         .3        .9         .3
--------------------------------------------------------------------------------
   Income from operations               10.6%      10.9%     10.0%      10.1%
================================================================================
EBITDA (1)                              15.4%      15.0%     15.2%      14.3%
================================================================================

Operations information by segment and other financial information:
(In millions)

Revenue:
 Electronic Combat Systems             $37.3      $35.9     $68.9     $ 68.1
 Diagnostics & Power Systems            22.8       19.9      41.1       41.6
 Communications & Surveillance Systems  33.3       16.3      64.3       30.5
 Other                                   ---        ---       ---         .3
--------------------------------------------------------------------------------
   Total revenue                       $93.4      $72.1    $174.3     $140.5
================================================================================

Gross profit:
 Electronic Combat Systems             $11.4      $11.8     $20.1     $ 21.5
 Diagnostics & Power Systems             5.5        4.7      10.3        9.1
 Communications & Surveillance Systems  12.5        5.3      24.8       10.7
 Other                                   ---        ---       ---         .1
--------------------------------------------------------------------------------
   Total gross profit                  $29.4      $21.8     $55.2     $ 41.4
================================================================================
EBITDA (1) :
 Electronic Combat Systems              $6.9      $ 6.4     $11.8     $ 11.6
 Diagnostics & Power Systems             2.5        2.1       4.6        4.3
 Communications & Surveillance Systems   4.9        2.5       9.9        4.5
 Other                                   ---        (.2)       .1        (.3)
--------------------------------------------------------------------------------
   Total EBITDA                        $14.3      $10.8     $26.4     $ 20.1
================================================================================

  (1)  The  Company's  EBITDA (earnings  before  interest,  taxes,
  depreciation,  and  amortization) represents  income  (loss)  from
  operations plus depreciation and amortization expense.  EBITDA  is
  not  a  presentation made in accordance with accounting principles
  generally  accepted  in the United States ("U.S.  GAAP"),  and  as
  such,  it should not be considered in isolation or as a substitute
  for  net  income (loss), cash flows from operating activities,  or
  other  income  or cash flow statement data prepared in  accordance
  with  U.S.  GAAP  or as a measure of profitability  or  liquidity.
  EBITDA  is the measure of segment profit or loss which is reviewed
  by  the  Company's Chief Executive Officer and Board of Directors,
  and  as  such,  in  accordance with the  provisions  of  Financial
  Accounting   Standards  Board  ("FASB")  Statement  of   Financial
  Accounting  Standards No. 131, Disclosures about  Segments  of  an
  Enterprise and Related Information, it is the measure used for the
  Company's  segment  disclosures. The Company  monitors  EBITDA  by
  segment  to determine each segment's ability to satisfy  its  debt
  service, capital expenditure, and working capital requirements and
  because  certain covenants in the Company's revolving  credit  and
  term  loan facility are based upon similar measures.  EBITDA  does
  not   fully   consider  the  impact  of  investing  or   financing
  transactions   as   it  specifically  excludes  depreciation   and
  amortization  charges, which should be considered in  the  overall
  evaluation of results.  Additionally, the Company's EBITDA is  not
  necessarily comparable to other similarly titled captions used  by
  other companies.  For a reconciliation of the Company's EBITDA  to
  income  (loss)  before  income taxes, see  Note  10  of  Notes  to
  Consolidated  Financial  Statements contained  in  this  quarterly
  report on Form 10-Q.

     Results  of  Operations.  In second quarter 2003,  the  Company
earned  net income of $4.5 million on revenues of $93.4 million,  up
from a first quarter 2003 net income of $3.0 million on revenues  of
$80.9  million and flat with second quarter 2002 net income of  $4.5
million on revenues of $72.1 million.

     For  the  first half of 2003, the Company earned net income  of
$7.5 million on revenues of $174.3 million, compared to a first half
2002  net  loss of $6.6 million on revenues of $140.5  million.  The
Company's  first half 2002 results included charges  totaling  $20.7
million  ($12.6  million after tax, or $0.71  per  share)  for  debt
retirement  and  refinancing concurrent with the Company's  February
27,  2002  initial  public offering. These charges,  which  included
prepayment  penalties,  payments to  terminate  interest  rate  swap
agreements,  and write-offs of capitalized debt issuance  costs  and
unamortized  discounts  associated with the extinguished  debt,  are
reflected  as  "Refinancing  costs" in  the  Company's  consolidated
statement of operations for the first six months of 2002.  See  Note
2  of  Notes to Consolidated Financial Statements contained in  this
quarterly  report on Form 10-Q for further details  regarding  these
charges.

     Revenue.     Revenue for second quarter 2003 was $93.4 million,
up  15%  from the first quarter 2003 level and up 30% from the  same
prior year period. Year to date revenues are $174.3 million, up  24%
from the first six months of 2002.

     The  revenue improvement over the prior year levels is directly
attributable  to  the  Company's acquisition  of  Signia  in  fourth
quarter  2002.  Signia's revenues, which are included in the results
of  the  Company's  Communications & Surveillance  Systems  segment,
totaled  $19.2  million  and $36.6 million,  respectively,  for  the
second  quarter  and  first half of 2003.   Compared  to  the  first
quarter  of  the  year,  all  of  the Company's  operating  segments
experienced  second quarter revenue growth as the first quarter  was
negatively impacted by booking and program delays.

     The  Company's  Communications & Surveillance  Systems  segment
earned  revenues of $33.3 million in second quarter 2003  and  $64.3
million year to date.  Excluding the impact of Signia, the segment's
second  quarter  revenues were down 13% from  the  same  prior  year
period, but up 5% from the first quarter 2003 level, and its year to
date revenues were down 9% from the first half 2002 level.  Portions
of  the  business of this segment are subject to frequent delays  in
international  business.   However, the  negative  impact  of  these
booking  delays  on the segment's revenues was partially  offset  by
revenues   generated  from  strong  first  quarter   2003   domestic
television orders for the segment's Doppler weather radar systems.

     The Company's Electronic Combat Systems segment earned revenues
of   $37.3  million  in  second  quarter  2003,  up  18%   and   4%,
respectively,  from the first quarter 2003 and second  quarter  2002
levels.   Year to date revenues were $68.9 million, up 1%  from  the
first  half  2002  level.  Current year revenues for  this  segment,
particularly  those for the first quarter, were negatively  impacted
by  a  temporary  delay  in a large U.S. Air  Force  program.   This
program  is  now  in  progress and began to  benefit  the  segment's
revenues   in  the  second  quarter.   In  addition,   a   loss   of
congressional  funding for programs of a portion  of  the  segment's
business  has  acted  to lower current year revenue  growth  in  the
segment.

     Revenues for the Company's Diagnostics & Power Systems  segment
were  $22.8  million for the quarter, up 25% from the first  quarter
2003  level and 15 % from the same prior year period. Year  to  date
revenues were $41.1 million, down 1% from the first half 2002 level.
This  segment  had a very strong first quarter 2002  due  to  strong
fourth  quarter 2001 orders for embedded diagnostics,  additions  to
the  scope  of  the  Abrams Systems Technical Support  program,  and
earlier than expected booking of the Common Support Function  Module
program.  Revenues for this segment continued to be strong in second
quarter  2002 as the result of these programs and an early  contract
award  for  the 10th Year Power Supplies and Displays program.   The
segment's  2003  revenues have been negatively impacted  by  various
program delays, though some recovery occurred in the second quarter.

     Year  to  date  bookings  for the Company's  Electronic  Combat
Systems,  Communications & Surveillance Systems, and  Diagnostics  &
Power  Systems  segments totaled $68.2 million, $66.1  million,  and
$32.1 million, respectively.  The program delays experienced in  all
of  these operating segments relate primarily to timing issues,  due
in part to Department of Defense attention to the Iraqi conflict.

     Gross Profit.    The Company's gross profit for the quarter was
$29.4  million,  up  from $25.8 million in first  quarter  2003  and
$21.8 million in second quarter 2002. Year to date gross profit  was
$55.2 million, up from $41.4 million in the first half of 2002.  The
dollar  increases  in  gross profit were the direct  result  of  the
previously described revenue increases.

     As  a  percentage of revenue, gross profit for the quarter  was
31.5%, relatively flat with the first quarter 2003 level and up  1.2
points  from the same prior year period.  Year to date gross  profit
was  31.7%  of revenue, up 2.3 points from the first half  of  2002.
First half gross profit margins have been unusually high due to high
margins  earned by the newly acquired Signia business, as its  first
half sales mix included more high margin products.

     Sales  and  Marketing  Expense.     The  Company's  sales   and
marketing expense for second quarter 2003 was $4.0 million,  up  $.3
million from the first quarter 2003 level and $1.2 million from  the
same prior year period.  Year to date expenses were $7.7 million, up
$1.0  million from the first half 2002 level.  The expense increases
from  the prior year levels were primarily the result of the  Signia
acquisition.   Signia's sales and marketing expense for  the  second
quarter  and first half of 2003 approximated $1.0 million  and  $2.0
million,   respectively.    Excluding   the   impact   of    Signia,
Communications   &  Surveillance  Systems'  and  Electronic   Combat
Systems'  year  to  date expenses declined by $.2  million  and  $.7
million,  respectively,  from the first  half  2002  levels  due  to
declines  in  commission expenses resulting  from  a  lower  mix  of
international revenues.  Commission expenses are generally higher on
international  jobs and will vary from quarter to quarter  with  the
mix of international revenues to total revenues. Diagnostics & Power
Systems'  expenses  were relatively flat with the  first  half  2002
level.

     As  a  percentage of revenue, sales and marketing  expense  has
declined from 4.8% in the first half of 2002 to 4.4% in the  current
year  period  as  the  result of the shift  in  revenue  mix  toward
domestic jobs.

     General  and  Administrative Expense.    The Company's  general
and administrative expense for second quarter 2003 was $8.1 million,
flat with the first quarter 2003 level and up $1.7 million from  the
same  prior year period.  Year to date expenses were $16.3  million,
up  $4.3  million from the first half 2002 level.  Signia  accounted
for  approximately $1.1 million of the increase from second  quarter
2002  and  $2.1 million of the year to date increase.  The remainder
of  the expense increases over the prior year levels was due to  bad
debt  expenses incurred by the Company's Diagnostics & Power Systems
segment,   additional  spending  associated  with  the   operational
combination of Zeta and Signia, and incremental expenses  associated
with  public  company  status for the entire  first  half  of  2003.
Excluding   the  impact  of  Signia,  Electronic  Combat   Systems',
Diagnostics  &  Power  Systems'  and Communications  &  Surveillance
Systems'  year to date general and administrative expenses increased
by $.8 million, $.8 million, and $.7 million, respectively.

     As  a percentage of revenue, general and administrative expense
has  increased from 8.5% in the first half of 2002 to  9.3%  in  the
current year period due to the aforementioned factors.

     Research and Development and Bid and Proposal Expenses.     The
Company's  research  and development and bid and  proposal  expenses
were $6.7 million for second quarter 2003, up $1.1 million from  the
first  quarter 2003 level and $2.2 million from the same prior  year
period.  Year  to date expenses were $12.3 million, up $4.2  million
from  the  first half 2002 level.  Signia's expenses, which  totaled
$2.2  million for second quarter 2003 and $4.5 million year to date,
accounted  for essentially all of the increase from the  prior  year
levels.    Excluding  the  impact of  Signia,  Diagnostics  &  Power
Systems'  and  Communications & Surveillance Systems' year  to  date
expenses  increased  by  $.2 million and $.3 million,  respectively,
while Electronic Combat Systems' expenses were down $.8 million from
an  unusually high first half 2002 level caused by a higher level of
bid and proposal activity.

     Other  than  the  expenses incurred  by  Signia,  most  of  the
Company's first quarter research and development expenses related to
projects which were carried over from 2002.  In second quarter 2003,
the  Company's research and development spending began  to  increase
due  to  commencement of new projects.   Bid and  proposal  expenses
also  increased  in  the second quarter due to an  increase  in  the
number  of  projects  being proposed.  Both  bid  and  proposal  and
research  and development expenses may continue to increase  in  the
second half of the year.

     As  a  percentage of revenue, research and development and  bid
and  proposal  expenses were 7.1% for both the  second  quarter  and
first half of 2003, up from 5.7% in the first half of 2002.

     Amortization  Expense.     The Company's amortization  expense,
excluding  amounts included in cost of revenue for  amortization  of
its internally developed software, was $.8 million and $1.5 million,
respectively, in the second quarter and first half of 2003, up  from
$.2  million and $.4 million, respectively, in the comparable  prior
year  periods.  The Company's amortization expense increase  is  the
direct result of the Signia acquisition in fourth quarter 2002.  See
Note  5  of Notes to Consolidated Financial Statements contained  in
this  quarterly  report on Form 10-Q for details  of  the  Company's
intangible assets, substantially all of which were acquired  in  the
purchase of Signia.

     Income from Operations.    The Company's income from operations
was  $9.9 million, or 10.6% of revenue, for second quarter 2003,  up
from  $7.6  million, or 9.4% of revenue, in first quarter  2003  and
$7.9  million, or 10.9% of revenue, in second quarter 2002. Year  to
date,  the  Company's income from operations was $17.5  million,  or
10.0%  of  revenue, up from $14.2 million, or 10.1% of revenue,  for
first half 2002, despite the increase in amortization expense.

     Communications & Surveillance Systems' operating income for the
second  quarter  and first half of 2003 was $3.2  million  and  $6.4
million,  respectively, up by approximately $1.2  million  and  $2.9
million,  respectively,  from  the  comparable  prior  year  levels.
Signia  contributed $2.6 million and $5.3 million, respectively,  to
the  segment's second quarter and first half 2003 operating  income.
However,  this  increase  was  offset  by  losses  incurred  by  the
segment's  Zeta  division, additional expenses associated  with  the
combination  of  Zeta and Signia, and reduced revenues  and  margins
resulting  from slow international orders.  Operating  earnings  for
this  segment should improve in the second half of the year  as  the
transition of Zeta into Signia is complete.

     Diagnostics  & Power Systems' operating income for  the  second
quarter  and  first half of 2003 was $2.0 million and $3.7  million,
respectively,  up  by  approximately $.4 million  and  $.3  million,
respectively,  from the comparable prior year levels.   Improvements
in the segment's gross profit margin from the prior year levels were
partially offset by bad debt expenses incurred in the first half  of
2003.

     Electronic  Combat Systems' operating results  for  the  second
quarter  and first half of 2003 were relatively flat with those  for
the  comparable prior year levels on flat revenues and gross  profit
margins resulting from booking and program delays.

     Interest  Expense.    The Company's interest  expense  for  the
second  quarter  and first half of 2003 was $3.0  million  and  $6.1
million,   respectively,   up  $2.0  million   and   $1.2   million,
respectively,  from the comparable prior year levels.  The  interest
expense increase from the first half 2002 level was due primarily to
the  additional debt incurred in connection with the fourth  quarter
2002  acquisition of Signia.  See "Liquidity and Capital  Resources"
following  for further information regarding the Company's financing
activities.

     Income Tax Expense.    In the second quarter and first half  of
2003,  the  Company recorded income tax expense of $2.6 million  and
$4.3  million, respectively, or 36.5% of pretax income.  The Company
recorded  income  tax expense of $2.6 million, or  36.5%  of  pretax
income,  in  second quarter 2002 and an income tax benefit  of  $4.5
million,  or  40.6%  of  pretax loss,  in  first  half  2002.    The
Company's  effective  income tax rates  exceeded  the  U.S.  federal
statutory  rates in all periods due primarily to state income  taxes
and to non-deductible expenses such as meals and entertainment.

     EBITDA.    The Company's EBITDA was $14.3 million, or 15.4%  of
revenue, for second quarter 2003, up from $12.1 million, or 15.0% of
revenue,  in  first  quarter 2003 and $10.8  million,  or  15.0%  of
revenue, in second quarter 2002. Year to date, the Company's  EBITDA
was  $26.4  million, or 15.2% of revenue, up from $20.1 million,  or
14.3% of revenue, for the first half of 2002.

     Communications  & Surveillance Systems' EBITDA for  the  second
quarter  and first half of 2003 was $4.9 million and  $9.9  million,
respectively,  up $2.4 million and $5.4 million, respectively,  from
the  comparable prior year periods.  The improvement from the  prior
year  levels is due primarily to the acquisition of Signia in fourth
quarter  2002, though losses incurred by the segment's Zeta division
and  reduced  revenues  and margins resulting  from  a  slowdown  in
international  orders  served  to  partially  offset  this  positive
impact.

     Diagnostics & Power Systems' EBITDA for the second quarter  and
first half of 2003 was $2.5 million and  $4.6 million, respectively,
up  $.4  million and $.3 million, respectively, from the  comparable
prior year periods.  The current year improvement was primarily  the
result of improved gross margins, partially offset by increased  bad
debt expenses.

     Electronic  Combat Systems' EBITDA for the second  quarter  and
first   half   of   2003  was  $6.9  million  and   $11.8   million,
respectively, up $.5 million and $.2 million, respectively, from the
comparable  prior year periods.    The negative effects of  bookings
and  program delays on the segment's revenues and gross margins were
offset by declines in the segment's operating expenses.

     Liquidity and Capital Resources

     In the first six months of 2003, the Company generated positive
cash  of $4.8 million, primarily from its operations, compared to  a
net  cash generation of $14.0 million in the first half of 2002 from
its  operations and the net proceeds of its initial public  offering
and debt refinancing.

     Year to date cash provided by operations totaled $24.5 million,
compared  to $9.7 million generated in the first half of 2002.   The
significant   improvement  from  the  prior  year  period   reflects
improvements in the Company's operating earnings and working capital
management.

     Capital   expenditures  in  the  first  half   of   2003   were
$7.2  million,  up $3.0 million from the first half  of  2002.   The
Company's  capital expenditures consist primarily  of  purchases  of
engineering equipment, office equipment, and building and  leasehold
improvements.  Due to the nature of the Company's business,  capital
expenditures  historically have not been substantial.  The  increase
in   the  first  half  of  2003  was  due  primarily  to  additional
investments by Electronic Combat Systems in airborne instrumentation
pods which are leased to the U.S. Air Force in Europe.   The Company
expects   that  its  total  capital  expenditures  for   2003   will
approximate $10 million.

     In  first quarter 2002, the Company completed an initial public
offering  of 8 million shares of common stock at $22 per share.   In
the  offering, the Company sold 6 million primary shares, generating
net  cash proceeds of approximately $116.7 million.  Concurrent with
the  closing  of  the offering, the Company repaid  the  outstanding
balances  of  its revolving credit and term loan agreement  and  its
senior   subordinated  notes  ($125.8  million  and  $51.3  million,
respectively)  and replaced the previous revolving credit  and  term
loan  facility  with  a  new facility provided  by  a  syndicate  of
financial  institutions.  Refinancing costs paid in connection  with
this early retirement and refinancing of the credit facility totaled
$14.8 million ($14.7 million of which was paid in the first half  of
2002),  including  prepayment penalties of $2.6  million,  new  debt
issuance  costs  of  $4.6  million, and a $7.6  million  payment  to
terminate  interest  rate  swap  agreements  associated   with   the
extinguished  debt.  This new credit facility provided financing  of
up  to $125 million, consisting of a $40 million five-year revolving
credit  facility,  a  $40 million five-year term  loan,  and  a  $45
million six-year term loan.

     On November 1, 2002, in connection with the Signia acquisition,
the  Company amended and restated its revolving credit and term loan
facility.  The amendment increased the six-year term  loan  by  $135
million,  increased availability under the revolving credit facility
by  $5 million, and updated the financial covenants in the agreement
to   reflect   the   integration  of  Signia  into   the   Company's
Communications & Surveillance Systems segment.

     On  March 31, 2003, the Company repaid the $2.5 million  amount
outstanding  under the revolving credit facility, and  on  June  27,
2003, it prepaid $10 million of the balance due under the term  loan
facility, consisting of $1.7 million paid on the five-year term loan
and  $8.3  million paid on the six-year term loan.  This  prepayment
also  served  to reduce the Company's remaining scheduled  quarterly
payments under the term loan facility by approximately 4.7%.

     At  June  27,  2003, the Company had outstanding borrowings  of
$204.4 million under the facility, consisting of $33.8 million under
the  five-year term loan and $170.5 million under the six-year  term
loan.   In  addition, $14.7 million of the credit line was allocated
to  support  the Company's letters of credit on that  date,  leaving
available  borrowings  under the facility  of  $30.3  million.   The
Company  has  not utilized the revolving credit facility  since  the
March 31, 2003 repayment.

     On  June  30, 2003, the Company made its scheduled payments  on
the  five-  and six-year term loans of $1.4 million and $.5  million
respectively.   Current interest rates on the remaining  outstanding
loan balances are 4.1% and 5.1%, respectively.

     Borrowings under the amended facility are secured by  a  pledge
of substantially all of the Company's assets and bear interest at  a
base rate or LIBOR plus an applicable margin ranging from 1% to  4%.
Available  borrowings  under  the  revolving  credit  facility   are
determined  by  the  Company's borrowing base, which  is  calculated
based  upon eligible accounts receivable and inventories as  defined
in the agreement.

     The  amended revolving credit and term loan agreement  contains
certain  financial covenants of the Company, including  minimum  net
worth,  minimum EBITDA, and maximum total leverage ratio, and places
limitations   or  restrictions  on  various  business  transactions,
including  capital  expenditures,  investments,  purchases  of   the
Company's  stock, dividend payments, and asset sales.   The  Company
was in compliance with these covenants on June 27, 2003.

     Historically,  the Company's primary sources of liquidity  have
been cash provided by operations and its revolving credit agreement.
The  Company's  liquidity position is dependent  upon  a  number  of
factors,  including the timing of production and delivery  on  sales
contracts  and  the  timing  of  billing  and  collection  activity.
Purchases  of  materials for production and payment  for  labor  and
overhead  expenses  can represent significant advance  expenditures,
and  billings  to  and  collection  from  customers  can  lag  these
expenditures  significantly on some longer-term customer  contracts.
The  Company's  billing arrangements include  (a)  monthly  progress
payments (typically on fixed-price contracts) in which customers are
billed 80% of incurred cost plus general and administrative expenses
but  without  profit, (b) monthly billing in full at  cost  incurred
plus   profit  (typically  on  cost-plus  contracts),  (c)  periodic
milestone  achievement-based billing at cost incurred  plus  profit,
and  (d)  billing  at final delivery at cost incurred  plus  profit.
Fixed-price contracts, some milestone-based contracts, and  bill-at-
delivery  contracts represent a significant required use of  working
capital for the Company that must be funded by operations or through
external sources.

     The  Company  has three defined benefit pension plans  covering
certain  of  its  employees.   See Note 13 of Notes to  Consolidated
Financial  Statements contained in the Company's 2002 Annual  Report
to Stockholders for a complete description of these plans, including
details regarding fluctuations in the fair values of plan assets and
the  projected benefit obligations associated with these  plans  for
the   three  years  ended  December  31,  2002.    While  the   cash
requirements  and expenses associated with these plans were  minimal
during  this three year period, the Company anticipates that, absent
a  recovery  in  the  equity market, it  may  be  required  to  make
increased cash contributions to the plans in 2003 in order  to  meet
minimum plan funding requirements, though it doesn't anticipate that
such  contributions will have a material impact on its  consolidated
cash flow for the year.

     The  Company's  liquidity  and ability  to  generate  cash  has
improved  significantly throughout the past year,  and  the  Company
anticipates  further improvement throughout 2003 as  the  result  of
improved  profitability  and continuing  focus  on  working  capital
management.   Based  upon  its  current  level  of  operations   and
anticipated  growth, the Company believes that cash from  operations
and  other  available  sources  of  liquidity,  including  available
borrowings  under  the amended revolving credit  facility,  will  be
sufficient  to fund its operations for at least the next two  years.
The  Company does not anticipate any significant nonoperating events
that will require the use of cash.

     The Company has contractual obligations to make future payments
under   its   amended  term  loan  agreement  and  under   long-term
noncancelable  lease  agreements.  The following  table  sets  forth
these contractual obligations as of June 27, 2003.
-------------------------------------------------------------------------------
                                          Payments due by period
-------------------------------------------------------------------------------
Contractual Obligation           2003    2004-2007   2008 and beyond     Total
-------------------------------------------------------------------------------
(In millions)

Term loans                       $5.4      $36.6          $162.4        $204.4
Capital leases                     .1         .1             ---            .2
Operating leases                  2.5       14.7             2.7          19.9
-------------------------------------------------------------------------------
  Total                          $8.0      $51.4          $165.1        $224.5
===============================================================================

      The Company's term loan obligations for 2008 and beyond relate
to  its  six-year term loan, which must be paid in full by March  4,
2008.   The  Company may prepay any obligations under its  revolving
credit  and  term loan facility without penalty.  In  addition,  the
lenders under the facility may require prepayments from the proceeds
of  certain transactions, including sales of net assets, issuance of
equity  securities,  insurance/condemnation  settlements,  and   the
reversion of surplus assets from pension plans, as well as from  any
excess  cash  flows, as defined in the agreement, generated  by  the
Company during a fiscal year.

     The  Company's noncancelable operating leases are primarily for
office   space  and  manufacturing  equipment.   Certain  of   these
agreements  are  subject  to  periodic  escalation  provisions   for
increases in real estate taxes and other charges.

     At June 27, 2003, the Company had outstanding letters of credit
of   approximately   $14.7  million.   These  letters   of   credit,
substantially all of which expire within a year, relate primarily to
the Company's contracts with foreign governments.

     Backlog

     The  Company  defines backlog as the value of  contract  awards
received from customers which have not yet been recognized as sales.
Funded  backlog refers to contract awards for which the Company  has
received  orders  and  the customer has obligated  funds.   Unfunded
backlog  consists of potential product orders relating  to  existing
customer  contracts  that are the subject of  customer  options  for
additional  products  or potential orders under  existing  contracts
that  receive annual or incremental funding.  A significant  portion
of  the Company's sales are to prime contractors, the Department  of
Defense,  and  foreign governments pursuant to long-term  contracts.
Accordingly, the Company's backlog consists in large part of  orders
under  these  contracts. As of June 27, 2003, the  Company's  funded
backlog   was   $276.1   million,  and   its   total   backlog   was
$759.2 million.

     The  following  depicts  the Company's  backlog  of  orders  by
business segment at June 27, 2003 and December 31, 2002:


---------------------------------------------------------------------------------------------
                                                Funded                       Unfunded
                                                ------                       --------
                                        June 27,     December 31,    June 27,   December 31,
                                          2003           2002          2003         2002
---------------------------------------------------------------------------------------------
(In millions)
                                                                       
Electronic Combat Systems               $139.3          $140.2        $464.8       $ 98.3
Diagnostics & Power Systems               50.4            59.4          15.8         17.9
Communications & Surveillance Systems     86.4            86.2           2.5           .9
---------------------------------------------------------------------------------------------
  Total Backlog                         $276.1          $285.8        $483.1       $117.1
=============================================================================================


     Electronic  Combat Systems' unfunded backlog at June  27,  2003
includes approximately $367.5 million of the segment's estimated 70%
share  of  a  ten  year  indefinite  delivery,  indefinite  quantity
contract  to  provide  the U.S. Air Force, U.S.  Navy,  U.S.  Marine
Corps.,  and  Air  National Guard with an interoperable  air  combat
training  capability under a cooperative multi-service  effort  with
Cubic Defense Applications.

     While  it  is  expected that a substantial  portion  of  funded
backlog will be converted to revenue during 2003, the Company cannot
provide  assurance that the backlog, both funded and unfunded,  will
become  revenue  in  any particular period, if  at  all.   Uncertain
timing  of  bookings  and  revenue recognition  is  typical  in  the
industry in which the Company conducts business.

     Seasonality

     The  Company's  business is seasonal, with a  concentration  of
revenue  in the fourth quarter of the year, as many of the Company's
sales  contracts expire on December 31 of each year.  As  a  result,
product  sales efforts at year end are expedited to fulfill  funding
terms prior to expiration of the contracts.

     Related Party Transactions

     The Company pays Veritas Capital Management, L.L.C. ("Veritas")
an  annual management fee.  Veritas controls the Company's principal
stockholder,  IDT  Holding, L.L.C.  The  Company  paid  $450,000  in
management  fees to Veritas in both first half 2003  and  2002.   In
addition,  in connection with the Company's initial public  offering
on  February  27, 2002, the Company paid a $1.5 million  transaction
advisory fee to The Veritas Capital Fund, L.P.  The Company was  not
indebted to its principal stockholder or to Veritas at June 27, 2003
or  December 31, 2002.  Robert B. McKeon and Thomas J. Campbell, the
Chairman and Secretary of the Company, respectively, and members  of
its Board of Directors, are managing members of Veritas.

     William  G. Tobin, a member of the Company's Board of Directors
and  audit  committee, is a Managing Director and  Chairman  of  the
Defense  and  Aerospace  practice of  Korn/Ferry  International,  an
executive  search firm.  The Company contracted with  Korn/Ferry  in
2002  to  conduct its search for a Chief Operating Officer.   During
2002,  the Company made payments to Korn/Ferry totaling $179,000  in
connection  with this search, including $146,000 paid in  the  first
six  months  of  2002.  The search was concluded  in  2002,  and  no
further  payments to Korn/Ferry in connection with the  search  have
been made.

     Edward N. Ney, a member of the Company's Board of Directors and
audit  committee,  is  Chairman Emeritus  of  Young  &  Rubicam,  an
advertising  firm  for which he previously served as  President  and
Chief  Executive Officer.  The Company has contracted  with  Burson-
Marsteller, an affiliate company of Young & Rubicam, to  manage  its
investor  relations functions.  During the six month  periods  ended
June 27, 2003 and June 30, 2002, the Company made payments to Burson-
Marsteller    totaling   approximately   $81,000    and    $145,000,
respectively.   On June 27, 2003, the Company owed Burson-Marstellar
approximately  $27,000  for  services  rendered  during  the  second
quarter  of  2003.   This  payable is  included  in  "Other  accrued
expenses"  in the Company's consolidated balance sheet  as  of  that
date.

     Critical Accounting Policies and Estimates

     Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  is  based upon the  Company's  consolidated
financial  statements, which have been prepared in  accordance  with
U.S.  GAAP.  The preparation of these financial statements  requires
management  to  make  estimates  and assumptions  which  affect  the
amounts  reported in the financial statements and determine  whether
contingent  assets  and liabilities, if any, are  disclosed  in  the
financial  statements.  On an ongoing basis, the  Company  evaluates
its  estimates and assumptions, including those related to long-term
contracts,  product  returns and warranty  obligations,  bad  debts,
inventories,  the  recoverability of goodwill and  other  intangible
assets,  fixed  asset lives, income taxes, self-insurance  reserves,
pensions  and other post-retirement benefits, environmental matters,
litigation,  and  other  contingencies.   The  Company   bases   its
estimates  and assumptions on historical experience and  on  various
other  factors  which  are  believed  to  be  reasonable  under  the
circumstances,  including current and expected economic  conditions,
the  results of which form the basis for making judgments about  the
carrying  values  of assets and liabilities which  are  not  readily
apparent from other sources.  Actual results could differ materially
from   the  Company's  estimates  under  different  assumptions   or
conditions.

     The Company believes the following critical accounting policies
affect  its more significant estimates and assumptions used  in  the
preparation of its consolidated financial statements:

     Revenue Recognition.  The Company recognizes revenue and profit
on  approximately  80%  of  its contracts using  the  percentage-of-
completion method of accounting, which relies on estimates of  total
expected  contract  revenues and costs.  The  Company  follows  this
method  since  reasonably dependable estimates of the  revenues  and
costs  applicable to various stages of the contracts  can  be  made.
Recognized  revenues  and profit are subject  to  revisions  as  the
projects progress to completion.  Revisions to the Company's  profit
estimates  are  charged to income in the period in which  the  facts
that  give rise to the revisions become known. Although the  Company
makes  provisions  for  losses on its  contracts  in  its  financial
statements,  it  cannot provide assurance that  such  contract  loss
provisions,  which  are based upon estimates, will  be  adequate  to
cover  all future losses or that it will not be required to  restate
prior  period quarterly or annual financial statements as the result
of errors in its estimates.

     Goodwill.   The  Company has in its June 27, 2003  consolidated
balance sheet a goodwill asset in the amount of $142.1 million.   In
accordance  with  the  provisions of  FASB  Statement  of  Financial
Accounting  Standards No. 142, Goodwill and Other Intangible  Assets
("SFAS 142"), the Company performs periodic  impairment tests of its
goodwill.    The  process  of  evaluating  goodwill  for  impairment
involves  the  determination  of the fair  value  of  the  Company's
business  units.   Inherent  in such fair value  determinations  are
certain  judgments  and estimates, including the  interpretation  of
current  economic indicators and market valuations, and  assumptions
about  the  Company's strategic plans with regard to its operations.
To  the  extent  additional  information  arises  or  the  Company's
strategies  change,  it  is possible that the Company's  conclusions
regarding goodwill impairment could change and result in a  material
effect  on  its  consolidated  financial  position  or  results   of
operations.

     Other   Intangible  Assets.   The  Company's  June   27,   2003
consolidated balance sheet contains other intangible assets totaling
$54.8  million,  substantially all of which  were  acquired  in  the
Signia acquisition.  These intangible assets consist of trade  names
and  trademarks,  patents and proprietary technology,  and  customer
relationships.  In accordance with the provisions of FASB  Statement
of  Financial  Accounting  Standards No.  144,  Accounting  for  the
Impairment  or  Disposal  of Long-Lived  Assets  ("SFAS  144"),  the
Company performs periodic impairment tests of its intangible  assets
when events and circumstances warrant such a review.  The process of
evaluating  intangible assets for impairment involves the estimation
of  their  remaining useful lives and the projection of future  cash
flows related to the assets. Factors that may impact these estimates
and  projections  include, among other things, the  level  of  brand
support,  customer demand, governmental regulation, the  ability  to
raise  prices, maintenance of historical market share  and  margins,
and   other  factors.    Changes  in  the  Company's  estimates  and
assumptions  regarding  these factors  could  affect  the  Company's
conclusions regarding the value of its intangible assets and  result
in  a  material  effect  on its financial  position  or  results  of
operations.

     Inventories.  The Company reduces the value of its  inventories
for  estimated obsolescence or unmarketable items in an amount equal
to  the  difference  between  the  cost  of  inventories  and  their
estimated  market values based upon assumptions about future  demand
and market conditions.  If actual future demand or market conditions
are  less  favorable  than those projected by management,  inventory
write-downs may be required.

     Contingencies.  As discussed in its Annual Report on Form  10-K
for  the  year ended December 31, 2002, the Company is  involved  in
various  legal actions arising in the normal course of its business,
including  a  National  Park  Service  investigation  regarding  the
presence  of residual radioactive materials and contamination  at  a
uranium  mine  previously  owned by a  predecessor  of  one  of  the
Company's subsidiaries.  The outcomes of such legal actions are  not
expected,  either individually or in the aggregate, to result  in  a
material  adverse  effect  on  the Company's  business,  results  of
operations,  or financial condition.  It is possible, however,  that
future  results of operations for any particular quarterly or annual
period  could  be  materially affected by changes in  the  Company's
assumptions  related to these proceedings.  The Company accrues  its
best  estimate  of  the probable cost for the  resolution  of  legal
claims.   Such estimates are developed in consultation with  outside
counsel  handling these matters and are based upon a combination  of
litigation  and  settlement strategies.  To  the  extent  additional
information  arises  or  the  Company's  strategies  change,  it  is
possible that the Company's best estimate of its liability in  these
matters, if any, may change.

     Pension and Other Postretirement Benefits.  The Company follows
the guidance of FASB Statement of Financial Accounting Standards No.
87,  Employers'  Accounting  for  Pensions  ("SFAS  87"),  and  FASB
Statement  of  Financial Accounting Standards  No.  106,  Employers'
Accounting  for  Postretirement Benefits Other Than Pensions  ("SFAS
106"),  when  accounting  for pension and  postretirement  benefits.
Under these accounting standards, assumptions are made regarding the
valuation of benefit obligations and the performance of plan assets.
Delayed  recognition  of  differences  between  actual  results  and
expected  or  estimated  results is a  guiding  principle  of  these
standards.  This delayed recognition of actual results allows for  a
smoothed  recognition  of changes in benefit  obligations  and  plan
performance  over  the  working lives of the employees  who  benefit
under the plans.  The primary assumptions are as follows:

o Discount  rate - The discount rate is used in calculating  the
  present  value  of  benefits, which is based upon  projections  of
  benefit payments to be made in the future.

o Expected return on plan assets - Management projects the future
  return  on  plan assets based principally upon prior  performance.
  These  projected returns reduce the net benefit costs the  Company
  will record currently.

     During  2002,  the  Company  made changes  to  its  assumptions
related to the discount rate and the expected return on plan assets.
Management consults with its actuaries when selecting each of  these
assumptions.

     In  selecting  the discount rate, the Company considers  fixed-
income  security yields, specifically AA-rated corporate bonds.   At
December 31, 2002, the Company decreased the discount rates used for
all of its plans to 6.5% from the range of 7.0% to 7.25% used in the
prior  year  as a result of decreased yields for long-term  AA-rated
corporate bonds.

     In  estimating the expected return on plan assets, the  Company
considers past performance and future expectations for the types  of
investments  held  by  the plans as well as the  expected  long-term
allocations  of plan assets to these investments.  At  December  31,
2002,  the Company decreased the expected return on plan assets  for
all  of  its plans to 8.5% from the range of 8.5% to 9% used in  the
prior year.

     A  variance  in the assumptions described above would  have  an
impact  on  the  projected benefit obligations,  the  accrued  other
postretirement benefit liabilities, the annual net periodic  pension
and  other  postretirement benefit cost,  and  the  Company's  other
comprehensive  loss  associated with its minimum  pension  liability
adjustment.

     The  fair  value of the Company's pension plan assets  declined
from $27.3 million at December 31, 2001 to $23.7 million at December
31,  2002  due  to the payment of benefits and the  decline  in  the
equity markets.  This decline will serve to increase pension expense
for  2003  through the calculation of "market-related value",  which
recognizes changes in fair value averaged on a systematic basis over
five  years, but the amount of these contributions has not yet  been
determined.

     For  additional information regarding the Company's pension and
postretirement plans, see Note 13 of Notes to Consolidated Financial
Statements  contained  in  the  Company's  2002  Annual  Report   to
Stockholders.

     The above listing is not intended to be a comprehensive list of
all  of  the  Company's accounting policies.   In  many  cases,  the
accounting  treatment  of a particular transaction  is  specifically
dictated  by  U.S. GAAP, with no need for management's  judgment  of
their  application.   There  are also areas  in  which  management's
judgment  in selecting an available alternative would not produce  a
materially  different result.  See the Company's  audited  financial
statements and notes thereto contained in its 2002 Annual Report  to
Stockholders  for a discussion of the Company's accounting  policies
and other disclosures required by U.S. GAAP.


     Recent Accounting Pronouncements

     In   fourth  quarter  2002,  the  Company  early  adopted   the
provisions  of FASB Statement of Financial Accounting Standards  No.
145  ("SFAS  145"),  which  rescinded FASB  Statement  of  Financial
Accounting  Standards  No.  4,  Reporting  Gains  and  Losses   from
Extinguishment  of  Debt  ("SFAS  4"),  and  made  other   technical
corrections  to  existing  authoritative  pronouncements.    SFAS  4
required   companies  to  classify  all  gains   and   losses   from
extinguishment  of debt as extraordinary items, net of  the  related
tax  effects, in their statements of operations.  SFAS 145  requires
gains  and  losses from extinguishment of debt to be  classified  as
income  or  loss  from continuing operations unless  they  meet  the
criteria  for  classification as extraordinary  items  contained  in
Accounting Principles Board Opinion No. 30.  In accordance with  the
provisions  of  SFAS  145, the Company has  reclassified  its  first
quarter 2002 early debt extinguishment loss of $13.1 million,  which
was previously classified as an extraordinary item, net of tax, into
its  loss  from  continuing operations.  This loss  is  included  in
"Refinancing  costs"  in  the Company's  consolidated  statement  of
operations for the six months ended June 30, 2002.  See  Note  2  of
Notes  to  Consolidated  Financial  Statements  contained  in   this
quarterly  report  on  Form  10-Q  for  further  discussion  of  the
Company's refinancing costs.


Item 3: Quantitative and Qualitative Disclosures About Market Risk

        The  Company has experienced no material changes in its  market
risk  exposures which would affect the quantitative and  qualitative
disclosures provided in its Annual Report on Form 10-K for the  year
ended December 31, 2002.


Item 4: Controls and Procedures

        Under  the  supervision  and  with  the  participation  of  the
Company's  management,  including its Chief  Executive  Officer  and
Chief Financial Officer, the Company has evaluated the effectiveness
of   the  design  and  operation  of  its  disclosure  controls  and
procedures  within  90  days of the filing date  of  this  quarterly
report on Form 10-Q. Based upon this evaluation, the Chief Executive
Officer  and  Chief  Financial  Officer  have  concluded  that   the
Company's  disclosure  controls  and  procedures  are  adequate  and
effective  to  ensure  that  material information  relating  to  the
Company  and its consolidated subsidiaries is made known to them  by
others  within  those entities, particularly during  the  period  in
which  this quarterly report on Form 10-Q was prepared.  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 their evaluation.



INTEGRATED DEFENSE TECHNOLOGIES, INC.
PART II. OTHER INFORMATION


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

Integrated Defense Technologies, Inc. held its Annual Meeting of
Stockholders on June 3, 2003. The results of the meeting were as
follows.

(1)  Four Class I Directors were re-elected to the Board of
     Directors to serve a three-year term expiring at the 2006 Annual
     Meeting of Stockholders, or until their respective successors are
     duly elected and qualified.

                                    -------------------------------------------
                                                         Votes
                                    -------------------------------------------
                                                   Against or   Abstentions and
                                         For        Withheld      Non-Votes
                                    -------------------------------------------

     Robert B. McKeon                18,778,242    1,366,765      1,182,924
     General Richard E. Hawley       20,054,312       90,695      1,182,924
     Admiral Joseph W. Prueher       20,054,312       90,695      1,182,924
     General Anthony C. Zinni        20,054,212       90,795      1,182,924


(2)  Ratification of the selection by the Audit Committee of the
     Board of Directors of Deloitte & Touche LLP as the Company's
     independent auditor for fiscal year 2003 was approved by a vote of
     19,665,026 for, 477,388 against, and 1,185,517 abstentions and non-
     votes.



Item 6: Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 31.1   Certification of the Chief Executive Officer
                    Pursuant to Exchange Act Rule 13a-14, as adopted
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002

     Exhibit 31.2   Certification of the Chief Financial Officer
                    Pursuant to Exchange Act Rule 13a-14, as adopted pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002

     Exhibit 32     Certifications Pursuant to 18 U.S.C. Section 1350,
                    as adopted pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002

(b)  Reports on Form 8-K

     On July 29, 2003, the Company filed a report on Form 8-K to
     furnish the July 29, 2003 announcement of its earnings results for
     the quarter ended June 27, 2003 pursuant to Item 12. Results of
     Operations and Financial Condition.





                INTEGRATED DEFENSE TECHNOLOGIES, INC.

                             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.



                INTEGRATED DEFENSE TECHNOLOGIES, INC.
        -----------------------------------------------------
                            (Registrant)

By:  /s/ Thomas J. Keenan                   By:   /s/ John W. Wilhoite
     ----------------------------                 ------------------------------
     Thomas J. Keenan                             John W. Wilhoite
     Chief Executive Officer                      Vice President of Finance and
     (Principal Executive Officer)                Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)

Date: August 8, 2003                       Date: August 8, 2003