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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2002
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: 0-24464

THE CRONOS GROUP
(Exact name of Registrant as specified in its charter)

LUXEMBOURG (State or other Jurisdiction of incorporation or organization)		NOT APPLICABLE (I.R.S Employer Identification No.)

16, ALLÉE MARCONI, BOITE POSTALE 260, L-2120 LUXEMBOURG
(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area codes:
(352) 453145

     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  [   ]

     The number of Common Shares outstanding as of November 12, 2002:

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The Cronos Group

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION					1
	Item 1 — FINANCIAL STATEMENTS				1
		Management Representation			1
		Condensed Consolidated Statements of Income			2
		Condensed Consolidated Balance Sheets			3
		Condensed Consolidated Statements of Cash Flows			4
		Consolidated Statement of Shareholders’ Equity			5
		Notes to the Condensed Consolidated Financial Statements			6
	Item 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				14
		General			14
		Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001			15
		Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001			16
		Liquidity and Capital Resources			18
		Capital Resources			19
	Item 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK				20
	Item 4 — CONTROLS AND PROCEDURES				20
PART II — OTHER INFORMATION					21
	Item 1 — Legal Proceedings				21
	Item 2 — Changes in Securities and Use of Proceeds				24
	Item 3 — Defaults Upon Senior Securities				24
	Item 4 — Submission of Matters to a Vote of Security Holders				24
	Item 5 — Other Information				24
	Item 6 — Exhibits and Reports on Form 8-K				24

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The Cronos Group

PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

     Management Representation

     Unless the context indicates otherwise, the “Company” means The Cronos Group and, where appropriate, includes its subsidiaries and predecessors, while “Cronos” or the “Group” means The Cronos Group together with its subsidiaries and predecessors.

     The unaudited condensed consolidated interim financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.

     These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K.

     This financial information reflects, in the opinion of management, all adjustments necessary to present fairly, the results for the interim periods. Such adjustments consist of only normal recurring adjustments. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

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The Cronos Group

Condensed Unaudited Consolidated Statements of Income

(US dollar amounts in thousands, except per share amounts)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2002				2001				2002				2001
Gross lease revenue		$	28,279			$	29,798			$	84,533			$	91,364
Equipment trading revenue			27				—				608				—
Commissions, fees and other income:
- Container Equity Programs			309				334				929				1,000
- Unrelated parties			679				1,366				2,624				3,653
Realized holding gain on sale of investment			—				—				—				301
Equity in earnings of affiliate			169				—				169				—
Total revenues			29,463				31,498				88,863				96,318
Direct operating expenses			6,482				8,726				21,456				23,276
Payments to managed container owners:
- Container Equity Programs			4,592				4,231				12,626				14,733
- Other Managed Container Owners			9,300				9,074				26,907				28,812
Equipment trading expenses			27				—				545				—
Depreciation and amortization			3,878				3,869				11,616				11,947
Selling, general and administrative expenses			3,434				3,339				10,204				10,173
Interest expense			1,531				2,043				4,834				6,437
Recovery of related party loans			—				—				—				(6,000	)
Impairment losses			—				—				—				4,000
Total expenses			29,244				31,282				88,188				93,378
Income before income taxes			219				216				675				2,940
Income taxes (benefit) provision			—				—				(2,325	)			122
Net income			219				216				3,000				2,818
Other comprehensive income:
- unrealised holding loss on available for sale securities arising during the period			—				—				—				(150	)
- reclassification adjustment			—				—				—				(294	)
Comprehensive income		$	219			$	216			$	3,000			$	2,374
Basic net income per common share		$	0.03			$	0.03			$	0.41			$	0.34
Diluted net income per common share		$	0.03			$	0.03			$	0.40			$	0.34

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

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The Cronos Group

Condensed Unaudited Consolidated Balance Sheets

(US dollar amounts in thousands, except per share amounts)

		September 30,				December 31,
		2002				2001
Assets
Cash and cash equivalents		$	6,271			$	4,914
Amounts due from lessees (net)			21,592				22,825
Amounts receivable from container owners			8,013				8,675
New container equipment for resale			114				1,463
Net investment in direct financing leases			7,488				7,306
Investments			3,717				—
Container equipment (net)			134,736				150,440
Other equipment (net)			498				375
Restricted cash			493				452
Goodwill			11,039				11,039
Other intangible assets			955				1,096
Other assets including prepayments			16,678				17,234
Total assets		$	211,594			$	225,819
Liabilities and shareholders’ equity
Amounts payable to container owners		$	17,909			$	16,889
Amounts payable to container manufacturers			1,591				12,888
Other amounts payable and accrued expenses			11,886				13,020
Debt and capital lease obligations			104,691				107,920
Current and deferred income taxes			5,365				6,912
Deferred income and unamortized acquisition fees			5,673				6,711
Total liabilities			147,115				164,340
Shareholders’ equity
Common shares (2002: 7,364,580 shares, 2001: 9,158,378 shares)			14,729				18,317
Additional paid-in capital			47,434				49,846
Common shares held in treasury (1,793,798 shares)			—				(6,000	)
Restricted retained earnings			1,832				1,832
Retained earnings (accumulated deficit)			484				(2,516	)
Total shareholders’ equity			64,479				61,479
Total liabilities and shareholders’ equity		$	211,594			$	225,819

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

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The Cronos Group

Condensed Unaudited Consolidated Statements of Cash Flows

(US dollar amounts in thousands, except per share amounts)

		Nine Months Ended
		September 30,
		2002				2001
Net cash provided by operating activities		$	16,064			$	10,362
Investing activities
Purchase of container and other equipment			(5,556	)			(17,954	)
Investment in direct financing leases			(1,093	)			(2,515	)
Change in accrued equipment purchases			(8,959	)			—
Proceeds from sales of container and other equipment			11,759				5,926
Proceeds from sale of investment			—				484
Net cash used in investing activities			(3,849	)			(14,059	)
Financing activities
Proceeds from issuance of term debt			16,345				52,988
Repayments of term debt and capital lease obligations			(27,162	)			(51,904	)
Cash deposits (restricted)			(41	)			966
Net cash (used in) provided by financing activities			(10,858	)			2,050
Net increase (decrease) in cash and cash equivalents			1,357				(1,647	)
Cash and cash equivalents at beginning of period			4,914				6,601
Cash and cash equivalents at end of period		$	6,271			$	4,954
Supplementary disclosure of cash flow information:
Cash paid during the period for:
- interest		$	4,274			$	6,699
- income taxes			434				265
Cash received during the period for:
- dividends			1,125				—
- interest			225				552
- income taxes			1,016				19
Non-cash activities:
- container equipment acquired under capital lease			6,962				3,860
- other fixed assets acquired under capital lease			—				276
- finance lease equipment acquired under capital lease			626				—
- recovery of related party loans			—				6,000
- investment in joint venture			4,673				—

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

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The Cronos Group

Consolidated Unaudited Statement of Shareholders’ Equity

(US dollar amounts in thousands, except per share amounts)

Nine months ended September 30, 2002

																		Retained
						Additional				Common				Restricted				earnings				Total
		Common				paid-in				shares held				retained				(accumulated				shareholders'
		shares				capital				in treasury				earnings				deficit)				equity
Balance, December 31, 2001		$	18,317			$	49,846			$	(6,000	)		$	1,832			$	(2,516	)		$	61,479
Net income			—				—				—				—				3,000				3,000
Retirement and cancellation of treasury shares			(3,588	)			(2,412	)			6,000				—				—				—
Balance, September 30, 2002		$	14,729			$	47,434			$	—			$	1,832			$	484			$	64,479

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

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The Cronos Group

Notes to the Condensed Unaudited Consolidated Financial Statements

(US dollar amounts in thousands, except per share amounts)

1.		The condensed consolidated financial statements include the accounts of The Cronos Group and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated.
2.		Operating segment data

     In September 2002, the Group announced the establishment of a joint venture container purchase program. Prior to the inception of the joint venture, the Cronos operating segments were defined as containers managed on behalf of US Limited Partnerships, containers managed on behalf of Other Managed Container Owners, and containers owned by the Group itself. In accordance with SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information”, Cronos structures operating segments based on the way in which management organizes the Group for making operating decisions and assessing performance. The Group views the new joint venture as a natural extension to its US Limited Partnership programs. The joint venture will target the same container products and customer base and the operating decision making and performance assessment processes will be consistent with those used for the US Limited Partnership programs. Accordingly, the Group has combined the US Limited Partnerships and the joint venture program into a revised operating segment entitled Container Equity Programs.

Condensed segment information is provided in the tables below:

						Other
		Container				Managed
		Equity				Container				Owned
		Programs				Owners				Containers				Total
Three months ended September 30, 2002
Gross lease revenue		$	7,460			$	12,676			$	8,143			$	28,279
Operating profit before indirect items			1,373				323				2,081				3,777
Operating profit (loss)			307				(860	)			1,321				768
Segment assets			13,315				14,131				148,712				176,158
Three months ended September 30, 2001
Gross lease revenue		$	8,212			$	13,523			$	8,063			$	29,798
Operating profit before indirect items			1,551				422				1,842				3,815
Operating profit (loss)			473				(766	)			1,133				840
Segment assets			11,646				15,226				156,421				183,293
Nine months ended September 30, 2002
Gross lease revenue		$	21,812			$	37,874			$	24,847			$	84,533
Operating profit before indirect items			3,786				652				6,694				11,132