UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended                  September 30, 2001
                               -------------------------------------------------

                                       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:                       001-8988
                        --------------------------------------------------------


                             ECC International Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                      23-1714658
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

2001 West Oak Ridge Road, Orlando, FL                          32809-3803
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                                 (407) 859-7410
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                                [X] Yes [ ] No

         As of November 9, 2001 there were 7,831,573 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

                         PART I. FINANCIAL STATEMENTS
                         ITEM 1. FINANCIAL STATEMENTS
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                     (In Thousands Except Per Share Data)
                                 (Unaudited)




                                                    Three Months  Three Months
                                                       Ended          Ended
                                                      9/30/01       9/30/00
                                                    ------------  ------------
                                                              
Sales                                                 $ 6,147       $ 7,471
Cost of Sales                                           4,430         5,312
                                                      -------       -------
Gross Profit                                            1,717         2,159
                                                      -------       -------
Expenses:
   Selling, General & Administrative                    1,797         2,199
   Independent Research and Development                   484            70
                                                      -------       -------
      Total Expenses                                    2,281         2,269
                                                      -------       -------
Operating Loss                                           (564)         (110)
                                                      -------       -------

Other Income/(Expense):
   Interest Income                                          8            37
   Interest Expense                                       (24)          (44)
   Other - Net                                             44           126
                                                      -------       -------
      Total Other Income/(Expense)                         28           119
                                                      -------       -------

(Loss)/Income Before Income Taxes                        (536)            9
Provision for Income Taxes                                 --            --
                                                      -------       -------
Net (Loss)/Income                                     $  (536)      $     9
                                                      =======       =======

Income Per Common Share -
   Basic and Diluted:

Net (Loss)/Income Per Common Share-Basic/Diluted      $ (0.07)      $  0.00
                                                      =======       =======





        See accompanying notes to the consolidated financial statements.


                                                                               2

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (In Thousands)




                                              (Unaudited)   (Audited)
                                                9/30/01      6/30/01
                                              -----------   ---------
                                                       
ASSETS

Current Assets:
   Cash                                         $ 1,414      $    39
   Accounts Receivable                            3,947        4,521
   Cost and Estimated Earnings in Excess
      of Billings on Uncompleted Contracts        7,073        8,283
   Inventories                                    1,217        1,154
   Prepaid Expenses and Other                       286          307
                                                -------      -------
      Total Current Assets                       13,937       14,304
                                                -------      -------
Property, Plant and Equipment - Net              13,013       13,352
Other Assets                                         86          116
                                                -------      -------

      Total Assets                              $27,036      $27,772
                                                =======      =======




                                                                Continued ......

                                                                              3


                     ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Continued)
                  (In Thousands Except Share and Per Share Data)




                                                                      (Unaudited)     (Audited)
                                                                        9/30/01        6/30/01
                                                                      -----------     ---------
                                                                                
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Current Portion of Long-Term Debt                                    $     --       $    157
   Accounts Payable                                                        1,491          1,829
   Accrued Expenses and Other                                              2,243          1,927
                                                                        --------       --------
      Total Current Liabilities                                            3,734          3,913

Deferred Income Taxes                                                         61             61
Other Long-Term Liabilities                                                   --             26
                                                                        --------       --------

      Total Liabilities                                                    3,795          4,000
                                                                        --------       --------

COMMITMENTS AND CONTINGENCIES

Stockholders' Equity:
   Preferred Stock, $.10 par; 1,000,000 shares
      authorized; none issued and outstanding                                 --             --
   Common Stock, $.10 par; 20,000,000
      shares authorized; issued and outstanding,
      8,558,573 and 7,831,573 (8,557,285 and 7,830,285 at 6/30/01)           856            856
Note Receivable from Stockholder                                            (168)          (168)
Capital in Excess of Par                                                  25,445         25,441
Retained Earnings                                                             17            552
Treasury Stock, at cost (727,000 shares)                                  (2,909)        (2,909)
                                                                        --------       --------

      Total Stockholders' Equity                                          23,241         23,772
                                                                        --------       --------

      Total Liabilities & Stockholders' Equity                          $ 27,036       $ 27,772
                                                                        ========       ========





         See accompanying notes to the consolidated financial statements.

                                                                               4


                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                (In Thousands)
                                 (Unaudited)



                                                      Three Months   Three Months
                                                         Ended          Ended
                                                         9/30/01       9/30/00
                                                      ------------   ------------
                                                                 
Cash Flows From Operating Activities:
Net (Loss)/Income                                        $  (536)      $     9
Items Not Requiring Cash:
   Depreciation                                              528           712
   Amortization                                               25           137
   Gain on Disposal of Equipment                              (4)         (119)
Changes in Certain Assets and Liabilities:
   Accounts Receivable                                       574         1,757
   Costs and Estimated Earnings in Excess
      of Billings on Uncompleted Contracts                 1,210          (989)
   Inventories                                               (63)         (372)
   Prepaid Expenses and Other                                 26            (3)
   Accounts Payable                                         (338)         (729)
   Accrued Expenses and Other Long-Term Liabilities          295          (837)
                                                         -------       -------
Net Cash Provided by/(Used In) Operating Activities        1,717          (434)
                                                         -------       -------
Cash Flows From Investing Activities:
   Proceeds from Sales of Assets                               4           120
   Additions to Property, Plant and Equipment               (189)         (111)
                                                         -------       -------
Net Cash Provided/(Used In) by Investing Activities         (185)            9
                                                         -------       -------
Cash Flows From Financing Activities:
   Proceeds From Issuance of Common Stock and
      Options Exercised                                       --             1
   Purchase of Treasury Stock                                 --        (1,407)
   Dividends Paid                                             --           (85)
   Borrowings Under Revolving Credit Facility              4,873            --
   Repayments Under Revolving Credit Facility             (5,030)           --
                                                         -------       -------
Net Cash Used In By Financing Activities                    (157)       (1,491)
                                                         -------       -------
Net Increase/(Decrease) in Cash                            1,375        (1,916)
Cash at Beginning of the Period                               39         2,406
                                                         -------       -------
Cash at End of the Period                                $ 1,414       $   490
                                                         =======       =======



                                                                  Continued.....

                                                                               5

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
          THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Continued)
                                (In Thousands)
                                 (Unaudited)



                                                              Three Months    Three Months
                                                                  Ended          Ended
                                                                 9/30/01        9/30/00
                                                              ------------    ------------
                                                                          
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Year For:
   Interest                                                      $  24          $  40

Supplemental Schedule of Non Cash Financing Activities:
   Issuance of Director Equity Compensation                      $   4          $   4





       See accompanying notes to the consolidated financial statements.

                                                                               6




                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.     The accompanying consolidated financial statements are unaudited and have
       been prepared by ECC International Corp. (the "Company") pursuant to the
       rules and regulations of the Securities and Exchange Commission. In the
       opinion of management, the accompanying unaudited consolidated financial
       statements contain all adjustments, consisting of only normal recurring
       adjustments, necessary to present fairly the consolidated financial
       position, results of operations, comprehensive income and cash flows for
       the interim periods presented. These unaudited consolidated financial
       statements should be read in conjunction with the consolidated financial
       statements and footnotes thereto in the Company's Annual Report on Form
       10-K for the fiscal year ended June 30, 2001.

       The Company has no other Comprehensive Income other than Net Income.

2.     Inventories

                                                  (In Thousands)
                                              9/30/01        6/30/01
                                             --------       --------

          Work in Process                    $   161        $    97
          Raw Materials                        3,898          3,869
                                             -------        -------
          Total Gross Value                    4,059          3,966
          Reserves for Excess/Obsolete        (2,842)        (2,812)
                                             -------        -------
          Net Value                          $ 1,217        $ 1,154
                                             =======        =======

       Work in process inventory is valued using the specific identification
       cost method, but not in excess of net realizable value. Raw materials are
       valued at the lower of average cost or market. The reserve for excess and
       obsolete inventory is based on an analysis of the specific parts, which
       includes an assessment of their potential use on future programs.

3.     Debt

       On June 24, 1999, the Company entered into a revolving credit facility
       ("Credit Facility") with Mellon Bank, N.A., which was subsequently
       purchased by LaSalle Business Credit, totaling $12.5 million and expiring
       on June 24, 2003. Available borrowings are based on a formula of
       receivables and property, as defined in the Credit Facility. As of
       September 30, 2001, there was no outstanding balance under the Credit
       Facility.

       The Company was not in compliance with certain financial covenants
       required under the Credit Facility during fiscal year 2001. On November
       5, 2001, the Credit Facility was amended whereby the Company paid a fee
       of $40,000 to resolve the prior non-compliance issues, adjust the future
       financial covenant requirements, reduce the line of credit from $12.5
       million to $5.0 million and revise the fee structure. As of September 30,
       2001, the Company is in compliance with the amended covenants. Based on
       the positive cash balance since July 13, 2001 and the positive cash
       projections for the balance of fiscal year 2002, management believes that
       operational cash requirements can be funded internally.

                                                                               7



       The Credit Facility includes a subjective acceleration clause as well as
       a lockbox requirement under the control of the lender, whereby all
       collections of trade receivables are used to immediately reduce any
       outstanding balance under the Credit Facility.

4.     Income Taxes

       The Company has approximately $12.3 million of cumulative federal net
       operating loss carryforwards, which expire between 2019 and 2021. In
       addition, the Company had available at June 30, 2001, cumulative net
       operating loss carryforwards of $12.8 million for Florida state income
       tax purposes, which expire between 2019 and 2021. This amount is prior to
       any potential net operating losses generated in the current year.

5.     Unusual Expenses

       During fiscal year 2001, the Company reduced its operating costs by
       eliminating approximately 45 employees or 15% of the total number of
       employees during the first quarter and 60 employees or 24% of the total
       number of employees during the second quarter. Termination benefits
       associated with the reductions were approximately $517,000 in the first
       quarter and approximately $901,000 in the second quarter. Annual
       compensation costs associated with these actions were $1.5 million and
       $2.8 million, respectively.

       On September 27, 2001, the Company further reduced its operating costs by
       eliminating approximately 35 employees or 20% of the total number of
       employees. Annual compensation costs associated with these actions were
       approximately $2.2 million. The employee termination benefits associated
       with the reduction in workforce totaled approximately $272,000, of which
       approximately $253,000 was recorded to cost of sales and $19,000 to
       selling, general and administrative expenses.

       The following table sets forth the details and the cumulative activity
       associated with the accrual of these termination costs (in thousands):

           Accrued Employee Termination Benefits at 6/30/01     $   105
           Employee Termination Benefits Incurred                   272
           Cash Payments                                            (93)
                                                                -------
           Accrued Employee Termination Benefits at 9/30/01     $   284
                                                                =======


                                                                               8




6.     Business Segment Information

       The Company operates in one segment-training. This segment includes the
       design and manufacture of training simulators.

       Sales by Class of Customer

                                                     (In Thousands)
                                                   Three Months Ended
                                                9/30/01            9/30/00
                                                -------            -------

             U.S. Department of Defense
              Direct                            $ 1,571            $ 2,260
              Subcontract                         4,576              5,211
                                                -------            -------
                Total Sales                     $ 6,147            $ 7,471
                                                =======            =======

       Export Sales from the U.S. were not material for the three-month periods
       ended September 30, 2001 and September 30, 2000. There were no Foreign
       Military Sales for the three-month periods ended September 30, 2001 and
       September 30, 2000.

       Since a substantial portion of the Company's revenues are attributable to
       long term contracts with various government agencies, any factor
       affecting procurement of long term government contracts such as changes
       in government spending, cancellation of weapons programs and delays in
       contract awards could have a material impact on the Company's financial
       condition and results of operations.

7.     Earnings/(Loss) Per Share

       Basic earnings/(loss) per common share is computed by dividing net
       earnings/(loss) available to common stockholders by the weighted-average
       number of common shares outstanding during the period. Diluted
       earnings/(loss) per share is computed by dividing net earnings/(loss)
       available to common stockholders by the weighted-average number of common
       shares outstanding during the period adjusted for the number of shares
       that would have been outstanding if the dilutive potential common shares
       resulting from the exercise of stock options had been issued. The diluted
       earnings/(loss) per share does not assume the exercise of stock options
       that would have an antidilutive effect on earnings/(loss) per share.

       The Company's dilutive potential common shares consist of stock options.
       In calculating diluted earnings per share, approximately 57,000 dilutive
       potential common shares were included for the three-month period ended
       September 30, 2000. The number of potentially dilutive common shares for
       the three-month period ended September 30, 2001 was 49,500; however they
       were not included in computing earnings per share since they would have
       an anti-dilutive effect.

                                                                               9






       The number of shares outstanding for each period presented is as follows:

                                               Three-Months Ended
                                          9/30/01             9/30/00
                                         ---------           ---------

             Basic                       7,830,299           8,379,690
             Dilutive                    7,830,299           8,437,062

8.     Commitments and Contingencies

       During fiscal year 2001, the Company announced the formation of a
       strategic planning committee to evaluate various strategic alternatives
       for enhancing stockholder value including a potential sale of the
       Company. In order to retain critical employees, retention agreements were
       implemented with 30 key employees whereby an incentive of 15-20% of their
       salaries would be payable in two increments: half at the date of the sale
       of the Company and half six months after the close of the sale. These
       payments totaling $500,000 will be recorded in the event the Company is
       sold.

       The Company is party to various legal proceedings arising from normal
       business activity. Management believes that the ultimate resolution of
       these matters will not have an adverse material effect on the Company's
       financial condition or results of operations.

9.     New Accounting Pronouncements

       In October 2001, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standards No. 143, Accounting for
       Obligations Associated with the Retirement of Long-Lived Assets (SFAS
       143), and Statement of Financial Accounting Standards No. 144, Asset
       Impairment and Disposal Issues (SFAS 144). SFAS 143 addresses the
       diversity in practice for recognizing asset retirement obligations. SFAS
       143 is effective for fiscal years beginning after June 15, 2002. SFAS 144
       requires that long-lived assets that are to be disposed of by sale be
       measured at the lower of book value or fair value less cost to sell. SFAS
       144 supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived
       Assets and for Long-Lived Assets to Be Disposed of and amends Accounting
       Principles Board Opinion No. 30 (APB 30) Reporting Results of Operations
       Reporting the Effects of Disposal of a Segment of a Business. SFAS 144 is
       effective for fiscal years beginning after December 15, 2001. The Company
       does not expect a significant impact on future financial results as a
       result of adopting these standards.

                                                                              10



                 ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       OVERVIEW

       This Quarterly Report on Form 10-Q contains forward-looking statements
       within the meaning of Section 21E of the Securities Exchange Act of 1934,
       as amended, and Section 27A of the Securities Act of 1933, as amended.
       For this purpose, any statements contained herein that are not statements
       of historical fact may be deemed to be forward-looking statements.
       Without limiting the foregoing, the words "believes," "anticipates,"
       "plans," "expects," and similar expressions are intended to identify
       forward-looking statements. There are a number of factors that could
       cause the Company's actual results to differ materially from those
       indicated by such forward-looking statements. These factors include,
       without limitation, those set forth below under the caption "Certain
       Factors That May Affect Future Operating Results."

a)     MATERIAL CHANGES IN FINANCIAL CONDITION

       During the three-month period ended September 30, 2001, the Company's
       principal source of cash was from operations. The Company's cash balance
       increased by $1,375,000 since fiscal year end 2001 primarily due to
       collections on accounts receivables.

       LIQUIDITY AND CAPITAL RESOURCES

       The Company was not in compliance with certain financial covenants
       required under the Credit Facility during fiscal year 2001. On November
       5, 2001, the Credit Facility was amended whereby the Company paid a fee
       of $40,000 to resolve the prior non-compliance issues, adjust the future
       financial covenant requirements, reduce the line of credit from $12.5
       million to $5.0 million and revise the fee structure. As of September 30,
       2001, the Company is in compliance with the amended covenants. Based on
       the positive cash balance since July 13, 2001 and the positive cash
       projections for the balance of fiscal year 2002, management believes that
       operational cash requirements can be funded internally.

       The Company considers the capacity of its Orlando, Florida facilities to
       exceed its present needs and is in the process of attempting to sell the
       facilities to a third party with a long term leaseback of 75,000 to
       100,000 square feet. The Company is also considering selling the facility
       and moving to a new location. At this time, the Company has no
       agreements, commitments or understandings with respect to the sale of the
       facility.

       During the remainder of fiscal year 2002, the Company currently
       anticipates spending approximately $300,000 for refurbishment of the
       Orlando facility and new machinery and equipment.

       During fiscal year 2001, the Company reduced its operating costs by
       eliminating approximately 105 employees or 35% of the total number of
       employees. Termination benefits associated with the reductions were
       approximately $1.4 million and annual compensation costs associated with
       these actions were $4.3 million. All employee termination benefits were
       paid by June 30, 2001, with the exception of $105,000.

                                                                              11


       On September 27, 2001, the Company further reduced its operating costs by
       eliminating approximately 35 employees or 20% of the total number of
       employees. Annual compensation costs associated with these actions were
       approximately $2.2 million. The employee termination benefits associated
       with the reduction in workforce totaled approximately $272,000, of which
       approximately $253,000 was recorded to cost of sales and $19,000 to
       selling, general and administrative expenses.

       Management's plans to improve future profitability include: (1) a
       continuation of both direct and indirect cost reduction initiatives and
       improvement of operating performance, (2) an aggressive focus on
       obtaining follow-on awards to existing business, and (3) the
       implementation of strategies to procure new business and penetrate new
       markets.

       Other than as stated above, the Company currently has no other material
       commitments for capital expenditures. Management believes that with the
       funds available under its projected cash flows, the Company will have
       sufficient resources to meet planned operating commitments for the
       foreseeable future.

b)     MATERIAL CHANGES IN RESULTS OF OPERATIONS.

       Sales decreased 18% or $1.3 million for the three-month period ended
       September 30, 2001, compared to the same period ended September 30, 2000
       due primarily to the completion of the Javelin Multi-year 1 program and
       an F-18 E/F maintenance trainer program.

       Selling, general and administrative expenses decreased 18% or $402,000
       during the three-month period ended September 30, 2001, compared to the
       same period ended September 30, 2000, due primarily to decreased bid and
       proposal activity and the reductions in workforce that took place during
       the first and second quarter of fiscal year 2001.

       Independent research and development expenses increased $414,000 or 591%
       for the three-month period ended September 30, 2001, compared to the same
       period ended September 30, 2000, due primarily to research in the area of
       new simulation products and technologies for potential application to the
       Company's products.

c)     CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

       The following important factors, among others, could cause actual results
       to differ materially from those indicated by forward-looking statements
       made in this Quarterly Report on Form 10-Q and presented elsewhere by
       management from time to time. All forward-looking statements included in
       this Form 10-Q are based on information available to the Company on the
       date hereof, and the Company assumes no obligation to update such
       forward-looking statements.

       A number of uncertainties exist that could affect the Company's future
       operating results including, without limitation, general economic
       conditions, changes in government spending, borrowing availability under
       and compliance with the Credit Facility, cancellation of weapons
       programs, delays in contract awards, delays in the acceptance process of

                                                                              12


       contract deliverables, the Company's continued ability to develop and
       introduce products, the introduction of new products by competitors,
       pricing practices of competitors, the cost and availability of parts and
       the Company's ability to control costs.

       To date, a substantial portion of the Company's revenues have been
       attributable to long-term contracts with various government agencies. As
       a result, any factor adversely affecting procurement of long-term
       government contracts could have a material adverse effect on the
       Company's financial condition and results of operations.

       Because of these and other factors, past financial performance should not
       be considered an indication of future performance. The Company's future
       quarterly operating results may vary significantly. Investors should not
       use historical trends to anticipate future results and should be aware
       that the trading price of the Company's Common Stock may be subject to
       wide fluctuations in response to quarterly variations in operating
       results and other factors, including those discussed above.

                                                                              13


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk on its borrowings under the Credit
Facility. The Credit Facility has a floating interest rate based on prevailing
market rates. Accordingly, the carrying value of the debt is generally not
affected by fluctuations in interest rates. However, such changes in interest
rates could affect future interest expense and hence earnings and cash flows.

                                                                              14




                           PART II. OTHER INFORMATION
                             ECC INTERNATIONAL CORP.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                a.    Exhibits

                      Exhibit 99.1
                      ------------

                      Forbearance Agreement and Fourth Amendment to Loan and
                      Security Agreement by and among ECC International Corp.,
                      ECC Vending Corp., Educational Computer Corporation
                      International, and Standard Federal Bank National
                      Association dated November 5, 2001

                b.    Reports on Form 8-K

                      None


                                                                              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.

                                              ECC INTERNATIONAL CORP.




Date November 14, 2001                        /S/ Melissa Van Valkenburgh
     -----------------                        ----------------------------------
                                              Melissa Van Valkenburgh
                                              Chief Financial Officer



                                       16