UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

                         For the Quarterly Period Ended
                                 MARCH 31, 2002

                             Commission File Number
                                     0-17187


                           LOGIC DEVICES INCORPORATED
             (Exact name of registrant as specified in its charter)


              CALIFORNIA                                    94-2893789
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                    Identification Number)

                 1320 ORLEANS DRIVE, SUNNYVALE, CALIFORNIA 94089
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (408) 542-5400
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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 the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date. On May 14, 2002, 6,852,888
shares of Common Stock, without par value, were issued and outstanding.




                                  Page 1 of 15


                           LOGIC DEVICES INCORPORATED

                                      INDEX



                                                                                                          Page
                                                                                                         Number
                                                                                                         ------
                                                                                                       
Part I. - Financial Information

     Item 1.   Financial Statements

         Consolidated Balance Sheets as of March 31, 2002 and September 30, 2001                            3

         Consolidated Statements of Operations for the fiscal quarter ended
               March 31, 2002 and April 1, 2001                                                             4

         Consolidated Statements of Operations for the six fiscal months ended
               March 31, 2002 and April 1, 2001                                                             5

         Consolidated Statements of Cash Flows for six fiscal months ended
               March 31, 2002 and April 1, 2001                                                             6

         Notes to Consolidated Financial Statements                                                         7

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations                                                9

     Item 3.   Quantitative and Qualitative Disclosures about Market Risk                                  11

Part II. - Other Information                                                                               12

     Item 1.   Legal Proceedings                                                                           12

     Item 4.   Submission of Matters to a Vote of Security Holders                                         12

     Item 6.   Exhibits and Reports on Form 8-K                                                            13

Signatures                                                                                                 14





                                  Page 2 of 15


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           LOGIC DEVICES INCORPORATED

                           CONSOLIDATED BALANCE SHEETS



                                                                          March 31,                September 30,
                                                                            2002                       2001
                                                                      -----------------         ------------------
                                                                         (unaudited)
                                                                                         
ASSETS

Current assets:
     Cash and cash equivalents                                       $          194,700        $           217,500
     Accounts receivable, net of allowance                                    4,167,000                  3,352,200
     Inventories                                                             10,559,000                 11,695,700
     Prepaid expenses                                                           293,100                    192,600
                                                                      -----------------         ------------------
         Total current assets                                                15,213,800                 15,458,000

Property and equipment, net                                                   1,207,500                  1,592,000
Other assets                                                                    165,200                    181,000
                                                                      -----------------         ------------------
                                                                     $       16,586,500        $        17,231,000
                                                                      =================         ==================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Bank borrowings                                                 $          750,000        $                 -
     Accounts payable                                                           266,900                    268,100
     Accrued payroll and vacation                                               170,100                    190,900
     Accrued commissions                                                         54,800                     54,600
     Accrued insurance                                                           51,600                          -
     Other accrued expenses                                                       1,700                      5,500
     Current portion, capital lease obligations                                  16,300                     54,700
     Income taxes payable                                                             -                      1,900
                                                                      -----------------         ------------------
         Total current liabilities                                            1,311,400                    575,700

Capital lease obligations, net of current portion                                     -                      2,900
                                                                      -----------------         ------------------
         Total liabilities                                                    1,311,400                    578,600
                                                                      -----------------         ------------------

Shareholders' equity:
     Common stock                                                            18,539,900                 18,522,700
     Additional paid-in capital                                                  19,000                     19,000
     Accumulated deficit                                                     (3,283,800)                (1,889,300)
                                                                      -----------------         ------------------
         Total shareholders' equity                                          15,275,100                 16,652,400
                                                                      -----------------         ------------------
                                                                     $       16,586,500        $        17,231,000
                                                                      =================         ==================






                                  Page 3 of 15




                           LOGIC DEVICES INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited)



                                                                                   Fiscal quarter ended
                                                                      --------------------------------------------
                                                                          March 31,                  April 1,
                                                                            2002                       2001
                                                                      -----------------         ------------------
                                                                                         
Net revenues                                                         $        1,120,300        $         2,539,600

Cost of revenues                                                                915,300                  1,528,600
                                                                      -----------------         ------------------

              Gross margin                                                      205,000                  1,011,000
                                                                      -----------------         ------------------

Operating expenses:
     Research and development                                                   459,200                    447,000
     Selling, general and administrative                                        557,400                    540,800
                                                                      -----------------         ------------------
         Total operating expenses                                             1,016,600                    987,800
                                                                      -----------------         ------------------

              (Loss) income from operations                                    (811,600)                    23,200

Other expense, net                                                               22,200                      1,700
                                                                      -----------------         ------------------

              (Loss) income before income taxes                                (833,800)                    21,500

Income tax provision                                                              6,500                      9,600
                                                                      -----------------         ------------------

              Net (loss) income                                      $         (840,300)       $            11,900
                                                                      =================         ==================

Basic and diluted (loss) earnings per common share                   $            (0.12)       $                 -
                                                                      =================         ==================

Basic weighted average common shares outstanding                              6,851,138                  6,841,888
                                                                      =================         ==================

Diluted weighted average common shares outstanding                            6,853,517                  6,841,888
                                                                      =================         ==================






                                  Page 4 of 15


                           LOGIC DEVICES INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited)



                                                                                  Six fiscal months ended
                                                                      --------------------------------------------
                                                                          March 31,                  April 1,
                                                                            2002                       2001
                                                                      -----------------         ------------------
                                                                                         
Net revenues                                                         $        2,891,500        $         5,597,600

Cost of revenues                                                              2,245,400                  3,573,600
                                                                      -----------------         ------------------

              Gross margin                                                      646,100                  2,024,000
                                                                      -----------------         ------------------

Operating expenses:
     Research and development                                                 1,027,000                    814,300
     Selling, general and administrative                                        990,100                  1,081,600
                                                                      -----------------         ------------------
         Total operating expenses                                             2,017,100                  1,895,900
                                                                      -----------------         ------------------

              (Loss) income from operations                                  (1,371,000)                   128,100

Other expense, net                                                               17,000                      8,600
                                                                      -----------------         ------------------

              (Loss) income before income taxes                              (1,388,000)                   119,500

Income tax provision                                                              6,500                     10,400
                                                                      -----------------         ------------------

              Net (loss) income                                      $       (1,394,500)       $           109,100
                                                                      =================         ==================

Basic and diluted (loss) earnings per common share                   $            (0.20)       $              0.02
                                                                      =================         ==================

Basic weighted average common shares outstanding                              6,844,930                  6,841,888
                                                                      =================         ==================

Diluted weighted average common shares outstanding                            6,847,309                  6,841,888
                                                                      =================         ==================






                                  Page 5 of 15



                           LOGIC DEVICES INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)


                                                                                       Six fiscal months ended
                                                                            ----------------------------------------------
                                                                                  March 31,                   April 1,
                                                                                   2002                         2001
                                                                            ------------------           -----------------
                                                                                                  
Cash flows from operating activities:
     Net (loss) income                                                     $        (1,394,500)         $          109,100
     Adjustments to reconcile net (loss) income to net cash
       used in operating activities:
         Depreciation and amortization                                                 426,900                     616,700
         Gain on disposal of capital equipment                                         (10,500)                          -
         Change in operating assets and liabilities:
           Accounts receivable                                                        (814,800)                   (862,500)
           Inventories                                                               1,136,700                    (672,500)
           Prepaid expenses                                                           (100,500)                    (56,300)
           Accounts payable                                                             (1,200)                    165,200
           Accrued payroll and vacation                                                (20,800)                     23,300
           Accrued commissions                                                             200                     (75,300)
           Accrued insurance                                                            51,600                      35,800
           Other accrued expenses                                                       (3,800)                    (37,400)
           Income taxes payable                                                         (1,900)                     (1,700)
                                                                            ------------------           -----------------
              Net cash used in operating activities                                   (732,600)                   (755,600)
                                                                            ------------------           -----------------

Cash flows from investing activities:
     Capital expenditures                                                              (27,000)                   (121,500)
     Decrease in other assets                                                              300                       1,300
                                                                            ------------------           -----------------
              Net cash used in investing activities                                    (26,700)                   (120,200)
                                                                            ------------------           -----------------

Cash flows from financing activities:
     Proceeds from exercise of common stock options                                     17,200                           -
     Proceeds from bank borrowing                                                      750,000                     500,000
     Repayment of capital lease obligations                                            (30,700)                   (146,300)
                                                                            ------------------           -----------------
              Net cash provided by financing activities                                736,500                     353,700
                                                                            ------------------           -----------------

Net decrease in cash and cash equivalents                                              (22,800)                   (522,100)

Cash and cash equivalents, beginning of period                                         217,500                     753,300
                                                                            ------------------           -----------------

Cash and cash equivalents, end of period                                   $           194,700          $          231,200
                                                                            ==================           =================






                                  Page 6 of 15


                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)



(A)      BASIS OF PRESENTATION

       The accompanying unaudited interim consolidated financial statements
       reflect all adjustments that are, in the opinion of management, necessary
       to present fairly the financial position, results of operations, and cash
       flows of the Company for the periods indicated. Certain items were
       reclassified in the consolidated financial statements for the quarter
       ended April 1, 2001 to conform to the basis used in the audited
       consolidated financial statements for the fiscal year ended September 30,
       2001.

       The accompanying unaudited interim consolidated financial statements have
       been prepared in accordance with the instructions for Form 10-Q and,
       therefore, do not include all information and footnotes necessary for a
       complete presentation of the financial position, results of operations,
       and cash flows for the Company, in conformity with accounting principles
       generally accepted in the United States of America. The Company has filed
       audited consolidated financial statements that include all information
       and footnotes necessary for such a presentation of the financial
       position, results of operations and cash flows for the fiscal years ended
       September 30, 2001 and October 1, 2000, with the Securities and Exchange
       Commission. It is suggested that the accompanying unaudited interim
       consolidated financial statements be read in conjunction with the
       aforementioned audited consolidated financial statements. The unaudited
       interim consolidated financial statements contain all normal and
       recurring entries. The results of operations for the interim period ended
       March 31, 2002 are not necessarily indicative of the results to be
       expected for the full year.

(B)      INVENTORIES

       A summary of inventories follows:

                                         March 31,              September 30,
                                           2002                     2001
                                     -----------------       ------------------

           Raw materials            $        1,549,700      $         1,544,800
           Work-in-process                   6,106,200                6,801,900
           Finished goods                    2,903,100                3,349,000
                                     -----------------       ------------------
                                    $       10,559,000      $        11,695,700
                                     =================       ==================

       Based on forecasted fiscal year 2002 sales levels, the Company has on
       hand inventories aggregating approximately twenty-four months of sales.





                                  Page 7 of 15


                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)



(C)      FINANCING

       On July 31, 2001, the Company renewed its line of credit with Comerica
       Bank - California, with an availability of up to $2,000,000. The line of
       credit bears interest at the bank's prime rate (4.75% at March 31, 2002)
       plus 0.25%, matures on July 31, 2002, is secured by all of the Company's
       assets, and is guaranteed, in part, by a federal agency. The line of
       credit requires the Company to maintain a quarterly minimum quick ratio
       of 1.1/1.0, a quarterly debt to tangible net worth of no more than
       0.6/1.0, a quarterly tangible net worth of at least $15.7 million plus
       50% of the quarter's net profit and 100% of newly issued equity, and
       annual profitability. On March 31, 2002, the Company had an outstanding
       balance of $750,000 and was in compliance with the quarterly covenants,
       except the tangible net worth requirement, for which it has not received
       a waiver.

       Under the terms of its line of credit, the Company is precluded from
       paying any dividends without the consent of the parties to such
       agreements, even if the Company is in compliance with all of the
       financial covenants. Regardless of any such restrictions in its bank loan
       agreements, the Company does not intend to pay cash dividends in the near
       future.





                                  Page 8 of 15


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

         Reported financial results may not be indicative of the financial
results of future periods. All non-historical information contained in the
following discussion constitutes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Some forward-looking statements are identified by words
"believe," "expect," "anticipate," "project," and similar expressions. These
statements are not guarantees of future performance and involve a number of
risks and uncertainties, including but not limited to operating results, new
product introductions and sales, competitive conditions, customer demand,
capital expenditures and resources, manufacturing capacity utilization, and
intellectual property claims and defense. Factors that could cause actual
results to differ materially are included in, but not limited to, those
identified in "Factors Affecting Future Results" in the Annual Report on Form
10-K for the Company's fiscal year ended September 30, 2001 and elsewhere in
Management's Discussion and Analysis of Financial Conditions and Results of
Operations in such Annual Report on Form 10-K and in this Quarterly Report on
Form 10-Q. The Company undertakes no obligation to publicly release the results
of any revisions to these forward-looking statements that may reflect events or
circumstances after the date of this report.

Results of Operations

Revenues

         Net revenues decreased 56% from $2,539,600, for the fiscal quarter
ended April 1, 2001, to $1,120,300, for the fiscal quarter ended March 31, 2002,
which is the Company's second fiscal quarter of 2002. This decrease resulted
from the continued downturn in the industry and economy.

Expenses

         Cost of revenues decreased 40% from $1,528,600 in the fiscal quarter
ended April 1, 2001 to $915,300 in the fiscal quarter ended March 31, 2002. This
decrease was the result of the weaker sales. As a percentage of net revenues,
the gross profit margin decreased by 22% due to some overhead costs being fixed.

         Research and development expense increased slightly (by 3%) from
$447,000 (18% of net revenues) in the fiscal 2001 period to $459,200 (41% of net
revenues) in the fiscal 2002 period. However, if revenues had remained
consistent with those of the fiscal 2001 period, the expense would have been
approximately 18% of revenues, which is near the Company's target of 20%. The
Company believes the only way to consistently grow future revenues will be
through new product development.

         Selling, general and administrative expense increased slightly (by 3%)
from $540,800 (21% of net revenues) in the fiscal 2001 period to $557,400 (50%
of net revenues) in the fiscal 2002 period, due to the decrease in revenues.




                                  Page 9 of 15


         The Company had a loss from operations for the fiscal 2002 period of
$811,600 versus income of $23,200 in the fiscal 2001 period, due to the decrease
in revenues and unavoidable fixed administrative costs.

         For the fiscal 2002 period, the Company had other expense of $22,200
versus other expense of $1,700 in the fiscal 2001 period, consisting mainly of
interest on bank borrowings.

         As a result of the foregoing, the Company had a net loss of $840,300
for the fiscal 2002 period versus a net income of $11,900 in the fiscal 2001
period.

Liquidity and Capital Resources

Cash Flows

         During the six fiscal months ended March 31, 2002, the Company used net
cash of $732,600 for operations as the result of a net loss of $1,394,500 during
the period. While the downturn in the industry and economy continues to result
in many customers paying 14 to 30 days past due, the Company attempts to
maintain its payment terms with vendors. Therefore, while accounts receivable
increased by approximately $814,800, accounts payable decreased by $1,200.
Inventory decreased by $1,136,700, as the Company was able to primarily use
existing inventory to ship its sales during the six fiscal months. During the
six fiscal months, the Company drew down $750,000 on its line of credit, while
reducing capital lease obligations by $30,700 and purchasing $27,000 in capital
equipment. The Company also received $17,200 from the exercise of common stock
options by employees.

         Even though it had net income of $109,100, the Company used net cash of
$755,600 for operations during the six fiscal months ended April 1, 2001. This
use of cash was the result of an increase in accounts receivable of $862,500 and
an increase in inventory of $672,500, consisting mainly of silicon wafers.
During this 2001 period, the Company drew down $500,000 on its line of credit,
while purchasing $121,500 of capital equipment and reducing capital lease
obligations by $146,300.

Working Capital

         While the Company's accounts receivable balance typically represents
the prior quarter's sales, one customer on extended terms currently represents
nearly 90% of the total receivables balance. In addition, due to the downturn in
the economy, many of the Company's customers are paying 21 days beyond its
normal net 30-day terms. However, the Company currently believes all its
receivables are collectible.

         As a nature of its business, the Company's investment in inventories
has been, and will continue to be, significant (at current sales levels, on-hand
inventories approximate 24 months of sales). However, the Company does not
anticipate the slump in the industry and economy to continue indefinitely, and
many of the Company's products have life cycles of at least five years. Although
current levels of inventory impact its liquidity, the Company believes that it
is a cost of doing business given the Company is a fabless operation (processed
wafers are purchased from outside suppliers).






                                 Page 10 of 15


         The Company has made good progress in reducing inventory levels during
the first two quarters of fiscal 2002, and plans to increase its efforts to
reduce inventory during the remaining fiscal quarters. The Company provides
reserves for future obsolescence and for product material that is over one year
old and has no backlog or sales activity. The Company also takes physical
inventory write-downs for obsolescence. While the Company has been actively
attempting to reduce inventory levels over the past several quarters, it made
large purchases of wafers during the quarter ended December 31, 2000, when wafer
capacity was tight. The Company felt it was necessary to take advantage of
available capacity from its primary supplier in order to prepare itself for
future sales.

Financing

         The Company has a $2,000,000 line of credit with Comerica
Bank-California, which bears interest at the bank's prime rate (4.75% at March
31, 2002) plus 0.25%, is secured by all the Company's assets, and is partially
guaranteed by a federal agency. The line of credit requires the Company to
maintain a quarterly minimum quick ratio of not less than 1.10 to 1.00, a
quarterly maximum debt to tangible net worth ratio of no more than 0.60 to 1.00,
a quarterly tangible net worth of at least $15.7 million plus 50% of the
quarter's profits and 100% of newly issued equity, and annual profitability. On
March 31, 2002, the Company had an outstanding balance of $750,000, but was not
in compliance with its tangible net worth requirement, for which it has not
received a waiver. This line of credit matures on July 31, 2002.

         Under the terms of its line of credit, the Company is precluded from
paying any dividends without the consent of the parties to such agreements, even
if the Company is in compliance with all of the financial covenants. Regardless
of any such restrictions in its bank loan agreements, the Company does not
intend to pay cash dividends in the near future.

         While the Company will continue to evaluate debt and equity financing
opportunities, it believes its financing arrangements and operating cash flow
provide a sufficient base of liquidity for funding operations and capital needs
to support the Company's operations.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

         The Company conducts all of its transactions, including those with
foreign suppliers and customers, in U.S. dollars. It is therefore not directly
subject to the risks of foreign currency fluctuations and does not hedge or
otherwise deal in currency instruments in an attempt to minimize such risks. Of
course, demand from foreign customers and the ability or willingness of foreign
suppliers to perform their obligations to the Company may be affected by the
relative change in value of such customer or supplier's domestic currency to the
value of the U.S. dollar. Furthermore, changes in the relative value of the U.S.
dollar may change the price of the Company's prices relative to the prices of
its foreign competitors. The Company also does not hold any market risk
sensitive instruments that are not considered cash under accounting principles
generally accepted in the United States of America. The Company's credit
facilities bear interest at rates determined from the prime rate of the
Company's lender; therefore, changes in interest rates affect the amount of
interest that the Company is required to pay thereunder.




                                 Page 11 of 15


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not Applicable.

Item 2.  Changes in Securities and Use of Proceeds.

         Not Applicable.

Item 3.  Defaults Upon Senior Securities.

         Not Applicable.

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

At 11:00 a.m. on March 12, 2002, the Company held its Annual Shareholders
Meeting at the Company's headquarters located at 1320 Orleans Drive, Sunnyvale,
California. The only item to be voted upon at the meeting was the election of
the Board of Directors. There were 6,290,600 shares present or represented by
proxy at the meeting, representing a quorum.

Shareholders are permitted to vote cumulatively in the election of directors,
which allows each shareholder to cast a number of votes equal to the number of
directors to be elected multiplied by the number of shares owned, and to
distribute such votes among the candidates in such proportion as such
shareholder may determine. In order to vote cumulatively, a shareholder must
give notice of this intention by proxy or at the meeting. One shareholder
elected to cumulate votes. The votes for each nominee are as set forth in the
following table:

               Nominee         Votes in Favor   Votes Against    Abstention
---------------------------    --------------   -------------   ------------

Howard L. Farkas                 6,204,030           100           23,750
Fredric J. Harris                6,140,705           100           23,750
Joel S. Kanter                   6,140,705           100           23,750
Albert Morrison Jr.              6,140,705           100           23,750
William J. Volz                  6,203,205           100           23,750

Item 5. Other Information.

         Not Applicable.




                                 Page 12 of 15


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

        a.  The Index to Exhibits appears at page 15 of this report.

        b.  No reports on Form 8-K have been filed during the fiscal quarter
            for which this report is filed.





                                 Page 13 of 15


                                   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.


                                             Logic Devices Incorporated
                                             (Registrant)


Date:   May 14, 2002                         By   /s/  William J. Volz
      ------------------------                   -----------------------
                                             William J. Volz
                                             President and Principal
                                             Executive Officer


Date:   May 14, 2002                         By   /s/  Kimiko Lauris
      ------------------------                   -----------------------
                                             Kimiko Lauris
                                             Chief Financial Officer and
                                             Principal Financial and
                                             Accounting Officer





                                 Page 14 of 15


                                INDEX TO EXHIBITS


Exhibit No.                Description
-----------                -----------

3.1      Articles of Incorporation, as amended. [3.1] (1)
3.2      Bylaws, as amended. [3.2] (1)
10.1     Real Estate lease regarding Registrant's Sunnyvale
         facilities. [10.1] (2)
10.2     LOGIC Devices Incorporated 1996 Stock Incentive Plan. [99.1] (3)
10.3     LOGIC Devices Incorporated 1999 Director Stock Incentive
         Plan. [10.1] (4)
10.4     Registration Rights Agreement dated October 3, 1998 between
         William J. Volz, BRT Partnership, and Registrant. [10.19] (5)

----------

[ ]      Exhibits so marked have been previously filed with the
         Securities and Exchange Commission (SEC) as exhibits to the filings
         shown below under the exhibit numbers indicated following the
         respective document description and are incorporated herein by
         reference.

(1)      Registration Statement on Form S-18, as filed with the SEC on
         August 23, 1988 [Registration No. 33-23763-LA].
(2)      Registration Statement of Form S-3, as filed with the SEC on
         November 21, 1996 [Registration No. 333-16591].
(3)      Registration Statement on Form S-8, as filed with the SEC on
         August 17, 1997 [Registration No. 333-32819].
(4)      Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
         as filed with the SEC on August 14, 1999.
(5)      Annual Report on Form 10-K for the transition period from
         January 1, 1998 to October 3, 1999, as filed with the SEC on
         January 13, 1999.



                                 Page 15 of 15