U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2003

Commission File Number 0-11740

                             MESA LABORATORIES, INC.
                      -------------------------------------
                 (Name of small business issuer in its charter)

            Colorado                                    84-0872291
            --------                           ------------------------------
(State or other jurisdiction of               (I.R.S. Employer Identification
incorporation or organization)                            Number)

                12100 West Sixth Avenue Lakewood, Colorado   80228
                ------------------------------------------   -----
                (Address of principal executive offices)   (Zip Code)

Issuer's telephone number:  (303) 987-8000

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, No Par Value
                          --------------------------
                               (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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
                              -----            ------

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $9,081,776.

State the  aggregate  market value of the voting and  non-voting  equity held by
non-affiliates of the Registrant: As of May 31, 2003: $17,362,657*.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: No Par Value Common  Stock--3,077,407
shares as of May 31, 2003.

Documents incorporated by reference: none.

Transitional Small Business Disclosure Format: Yes       ;  No    X  .
                                                    -----       -----

*    The  aggregate  market value was  determined by  multiplying  the number of
     outstanding  shares  (excluding  those  shares held of record by  officers,
     directors and greater than five percent  shareholders)  by $6.95,  the last
     sales price of the Registrant's  common stock as of May 31, 2003, such date
     being within 60 days prior to the date of filing.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Introduction

     Mesa  Laboratories,  Inc.  (hereinafter  referred  to as the  "Company"  or
"Mesa")  was  incorporated  as a Colorado  corporation  on March 26,  1982.  The
Company designs,  develops,  acquires,  manufactures and markets instruments and
systems  utilized in connection with industrial  applications  and  hemodialysis
therapy.  In August 1984, the Company  acquired  Western  Laboratories  Corp., a
manufacturer  and  marketer  of a line of  instruments  for  use in  calibrating
hemodialysis  proportioning  equipment.  In June 1989, the Company  acquired the
DATATRACE(R)product  line of Ball  Corporation.  In February  1993,  the Company
acquired the assets of NUSONICS,  Inc., a manufacturer of ultrasonic flow meters
and analyzers. In December 1999, the Company acquired Automata  Instrumentation,
Inc.,  a  manufacturer  and  marketer  of a  line  of  instruments  for  use  in
calibrating and verifying performance of hemodialysis equipment.

     The Company  presently  markets the  DATATRACE(R)  and  ELOGG(R)  recording
systems    which    are    used    in    various    industrial     applications;
NUSONICS(R)Concentration  Analyzers, Pipeline Interface Detectors and Flow Meter
products  which are used in various  industrial  applications;  and two  product
lines  used in  kidney  dialysis  [Dialysate  Meters  and the ECHO  Reprocessing
Products]. The Company is also performing research and development to expand the
application of its technology.

     All statements  other than  statements of historical  fact included in this
annual  report  regarding  the  Company's  financial  position and operating and
strategic  initiatives and addressing industry  developments are forward-looking
statements.  Where,  in  any  forward-looking  statement,  the  Company,  or its
management,  expresses  an  expectation  or belief as to  future  results,  such
expectation  or  belief  is  expressed  in good  faith  and  believed  to have a
reasonable  basis,  but  there  can  be  no  assurance  that  the  statement  of
expectation or belief will result or be achieved or accomplished.  Factors which
could cause actual results to differ materially from those anticipated,  include
but are not limited to general  economic,  financial  and  business  conditions;
competition  in the data  logging  market;  competition  in the kidney  dialysis
market;  competition in the fluid measurement  market; the discontinuance of the
practice of dialyzer reuse;  the business  abilities and judgement of personnel;
the impacts of unusual  items  resulting  from ongoing  evaluations  of business
strategies; and changes in business strategy.

     Mesa's executive offices are located at 12100 West Sixth Avenue,  Lakewood,
Colorado 80228, telephone (303) 987-8000.

Data Logging

     The world  market for  temperature  sensors,  indicators  and  recorders is
currently  estimated  at over $2 billion and is  projected  to grow at an annual
rate of 4-6% over the next several years. The  electronics-based  thermal sensor
market to which DATATRACE(R)products belong currently exceeds $100 million.

     The  temperature  and  humidity  recording  markets  are highly  segmented.
DATATRACE(R)products  have  developed  application  niches within major industry
segments  such  as  food  processing,   medical  sterilization,   pharmaceutical
processing,  transportation,  electronics,  aerospace,  storage  facilities  and
textile  manufacturing.  DATATRACE(R)  products are used in any  industry  where
temperature,  pressure or humidity  is  critical to the  manufacturing  process,
quality of the  product  or where  product  temperature,  pressure  or  humidity
profiles are required in a continuous or moving process environment.

DATATRACE(R)Micropack Tracers, FRB Tracers and Flatpack Tracers

     The Micropack Tracer utilizes the latest advances in microcircuitry,  power
supply and sensor  technologies.  The  instrument  is computer  based and can be
programmed by the user to take and store  temperature,  temperature and humidity
or temperature and pressure readings.  A lithium battery is utilized so that the
device is completely  self-contained  and requires no external  wires or cables.
The devices  operate at  temperatures  from - 40(0)F to 680(0)F and provide both
high accuracy and  reliability.  Late in March 2002, the Company  introduced its
Micropack  III line of Tracers for  temperature  recording.  The  Micropack  III
offers many new features  including reduced size,  optical data transfer,  wider
temperature ranges and increased data points.  Currently,  the Micropack Tracers
for temperature are sold with various probe  configurations in three temperature
ranges:  LoTemp(R)which  records temperatures from -40(0)F to 185(0)F;  Standard
Temp(R), which records temperatures from 50(0)F to 302(0)F; and HiTemp(R), which
records  temperatures from 212(0)F to 680(0)F.  The Flatpack Tracer provides the
customer  with a flat  profile  instrument  in addition  to the round  Micropack
Tracer.  The Flatpack Tracer is offered in the same temperature ranges and probe
configurations as the Micropack Tracer.  Offering the same features but slightly
larger than the Micropack Tracer, the FRB Tracer provides users with the ability
to replace  batteries at their facility,  lowering  operating cost and down time
for factory  replacement of the battery.  Utilizing the same electronics and FRB
Tracer packaging,  the Company offers a humidity and temperature  version of its
FRB Tracer  product  and a pressure  and  temperature  version of its FRB Tracer
product.

     The  DATATRACE(R)  Tracers can be placed  completely  inside a container or
process to provide true time and temperature or time,  temperature and humidity,
or  time,   temperature  and  pressure  profiles  of  manufacturing   processes,
transportation systems and storage facilities. Optional probe configurations and
attachments  allow the Tracers to be adapted to a wide variety of  applications.
By  eliminating  the need for wires or cable  connections,  the  Tracer  greatly
reduces set up time while increasing measurement reliability.

DATATRACE(R)PC Interface

     The DATATRACE(R)product  line also includes PC Interface Modules and system
software for user  programming of the Tracer  instruments and data retrieval for
graphics  software  and  displaying  and  analyzing  results.   Programming  and
retrieval of data from the Tracer is achieved by placing the  instrument  in the
PC  Interface  Module  which is  linked to a  personal  computer.  The  system's
software is menu driven,  allowing  the  operator to quickly and easily  program
start  time  and  date,  sample  intervals  and  run  ID.   Programming  can  be
accomplished  within fifteen seconds by the operator.  After a process run, data
is retrieved by returning  the Tracer to the PC Interface  Module and  following
the menu instructions.

ELOGG(R)Dataloggers

     The  Company  distributes  the  ELOGG(R)Datalogger  product  line in  North
America.  The  ELOGG(R)  line is similar  in  concept  to the  DATATRACE(R)line,
featuring  different  benefits  to the  end-user  such as longer  battery  life,
extended   memory  and   humidity   logging  in  certain   models.   Unlike  the
DATATRACE(R)products,   the   ELOGG(R)is  a  larger   device  which  is  not  as
environmentally  resistant  and  is  ideally  suited  for  long-term  monitoring
applications,  such as  transportation  and warehousing.  The ELOGG(R)line  also
features a PC Interface Module and software for user programming.


Sonic Fluid Measurement

     The Company's  sonic fluid  measurement  product line consists of two major
components: Sonic Flow Meters and Concentration Monitors. While the total market
for flow  meters is very  large,  the  NUSONICS(R)  Sonic Flow Meters best serve
applications  where  cleanliness,  resistance to corrosives or  portability  are
required.  Specific applications where the  NUSONICS(R)products are particularly
well  suited  include  water   treatment,   chemical   processing  and  heating,
ventilation and air conditioning (HVAC) applications.

     The  Concentration  Monitor  component  of the  product  line  consists  of
Pipeline Interface Detectors and Concentration Analyzers. The Pipeline Interface
Detector serves a smaller market niche while the Concentration Analyzers serve a
wider variety of industry application,  such as chemical,  food,  pharmaceutical
and polymerization processes.

NUSONICS(R)Sonic Flow Meters

     The Sonic  Flow  Meter  line is a range of  products  which  are  suited to
various fluid measurement applications.  The Model CM800 Sonic Flow Meter is the
Company's  main  wetted  transducer  meter.  With  transducers  that are mounted
through the pipe wall and in contact with the material flowing through the pipe,
it is the most accurate type of ultrasonic  flow meter.  The Model 90 Sonic Flow
Meter features  strap-on  transducers  and is sold in portable and fixed process
versions. This product offers flexibility and portability for measuring flow and
is totally noninvasive,  measuring flow rates through the pipe wall. The Company
offers flow measurement  products  directed toward the heating,  ventilation and
air conditioning (HVAC) market. The Balance Master Meter is a hand-held portable
meter which quickly plugs into specialized flow stations with window seal ports.
This meter  allows the plant  engineer to quickly  read and adjust flow within a
building.  The CM800 Flow Meter  utilizes the same window seal flow  stations as
the  Balance  Master to provide  continuous  flow  monitoring  for use in energy
management systems. In addition, the Company markets doppler flow meters in both
permanent and strap-on  transducer  models.  Unlike the transit-time  technology
that the  Company's  other flow  products  utilize to measure  clean fluids with
dissolved  solids,  the doppler  technology  is  utilized  when the fluids to be
measured contain either suspended solids or entrained gases.  Over the past five
years,  the  ultrasonic  flow meter  market has shifted  preference  to strap-on
transducer  flow  meters  and has become  highly  price  competitive.  While the
Company continues to sell its flow meters for certain  applications,  demand for
this product line has contracted and the  contribution  of this product line has
declined to less than 5% of total revenues in fiscal 2003.

NUSONICS(R)Sonic Concentration Analyzers

     Liquid composition can be determined by measuring sound velocity. Since the
sound velocity of any liquid is unique, the relationship between sound velocity,
liquid  composition  and  temperature  is different for every  liquid.  Once the
relationship  is known,  sound velocity can be used to monitor changes in liquid
composition,  often with much greater  precision than can be realized with other
measuring devices.

     Composition  Analyzers  are  marketed to various  industrial  users and are
currently  used to monitor  more than 250  different  materials.  On a real time
basis,  the analyzer  will  monitor the  composition  of  materials  for process
control of blending  operations  or for tracking the progress of  polymerization
processes.   The  CP20  Analyzer  is  the  Company's  newest  analyzer  product.
Incorporating  state-of-the-art  electronic design and a new transducer  design,
this product offers advanced features,  smaller size, reduced manufacturing cost
and simpler installation.  In addition, the Company also offers its Model 86 and
Model 87 (a laboratory model) Composition Meters.

     Based on the same technology as the Composition Analyzers, the Company also
markets Pipeline Interface  Detectors to the petroleum  pipeline industry.  This
instrument is used to monitor the interface of similar  materials in a pipeline,
such as different  grades of unleaded fuel. By detecting these  interfaces,  the
pipeline  operator  can  accurately  perform  switching  operations  within  the
pipeline system.

Kidney Hemodialysis Treatment

     Patients with kidney failure  (known as end stage renal  disease,  or ESRD)
require the removal of toxic waste products and excess water through  artificial
means.  This  process is  generally  performed  three times per week and is most
often accomplished through the use of hemodialysis.

     Hemodialysis  requires the treatment to be conducted on a dialysis  machine
through the use of a disposable cartridge known as a dialyzer.  Blood is brought
extracorporally  to the dialysis  machine for control and  monitoring and passes
through the dialyzer  where waste  products  and excess water are removed.  This
treatment  generally  lasts three to four hours and is conducted three times per
week. These  hemodialysis  procedures are performed in kidney dialysis  centers,
hospitals  and in the home.  The bulk of the  treatments  are  conducted in over
3,500 clinics and hospital centers.  Currently,  there are over 275,000 patients
in the U.S. undergoing dialysis therapy.

     In addition to the  reimbursement  policies of the United States Government
and state  agencies,  the Company's  revenues from its dialysis  products can be
expected to be dependent  upon the policies of  insurance  companies  and kidney
foundations.

Dialysate Meters

     Mesa's  Dialysate  Meters  are  instruments  that are used to test  various
parameters of the dialysis fluid (dialysate).  Each measures some combination of
temperature,  pressure, pH and conductivity to ensure that the dialysate has the
proper  constituency to promote the transfer of waste products from the blood to
the dialysate. The meters are used to check the conductivity and other variables
of the  dialysate  before the  dialysis  process  begins.  The meters  provide a
digital  readout that the patient,  physician or technician  uses to verify that
the dialysis unit is working within prescribed limits.

     The Company's  Western Meter product,  Model 90DX,  measures  conductivity,
temperature,  pressure and pH. Model 90DX is  microprocessor-based  and features
improved accuracy and user convenience and field calibration capabilities.

     In December 1999, the Company acquired Automata  Instrumentation,  Inc. and
its line of Dialysate Meters. This line features the NEO-2, Phoenix,  Neo-Stat +
and Hydra  meters.  The NEO-2  Meter,  introduced  in  October  1999,  is a next
generation   meter  that  replaces  the  Company's   NEO-1  Meter  and  measures
conductivity,  pressure,  temperature  and pH. The remaining  meters are smaller
sample meters  utilizing a patented,  simple and unique syringe sampling system.
With its ease of  operation  and lower  cost,  this  group of meters is  usually
utilized by the patient care staff of hemodialysis facilities.

The ECHO MM-1000 Dialyzer Reprocessor

     Dialyzer  reuse is a procedure  in which a  patient's  dialyzer is cleaned,
performance tested and disinfected before it is reused by the same patient.  The
approximate  cost  of  the  dialyzer  is  $10-$40,  and  each  patient  requires
approximately 156 dialyzers annually if no reuse is employed.

     The ECHO MM-1000 Dialyzer  Reprocessor is a fully automated  dialyzer reuse
machine for which the Company received permission to market from the FDA in June
1982. It  automatically  cleans,  rinses,  tests and delivers  disinfectants  to
dialyzers after dialysis therapy, thereby allowing the dialyzer cartridges to be
reused  rather than  disposed  of after each use. It is designed to  accommodate
virtually all manual reprocessing  procedures in use today and can be programmed
to automate them without  extensive  modification or rework.  Manual  procedures
have been used to reprocess dialyzers  effectively for over 30 years and are the
basis of most automated  systems in use today.  Additionally,  the system can be
programmed   to  use   prescribed   chemicals.   The  ECHO   System  is  totally
self-contained,   aside  from  water  and   chemicals,   and  requires  no  user
adjustments.

The Reuse Data Management (RDM) System

     The Company  markets its Reuse Data  Management  (RDM)  System.  The system
consists of a custom database  management  software  package,  computer  system,
barcode scanner and label printer. The RDM System is stand alone, and is capable
of  operating  with any reuse  method  whether  automated  or manual.  Utilizing
barcode technology,  the RDM System automates much of the data entry involved in
the record keeping  process of managing  reuse,  and will provide record keeping
and reporting to satisfy both patient management and regulatory requirements.

Manufacturing

     The  Company  assembles  its  manufactured  products  at  its  facility  in
Lakewood, Colorado. The Company's manufacturing consists primarily of assembling
and testing materials and component parts purchased from others.

     Most of the materials and  components  used in the Company's  product lines
are available from a number of different  suppliers.  Mesa  generally  maintains
multiple  sources of supplies for most items but is dependent on a single source
for certain items. Mesa believes that alternative sources could be developed, if
required,  for present single supply sources.  Although the Company's dependence
on these single supply  sources may involve a degree of risk, to date,  Mesa has
been able to acquire sufficient stock to meet its production schedules.

Marketing and Distribution

     The Company's  domestic sales of its dialysis products are generated by its
in-house  marketing  staff  while  the  Company  maintains  an  organization  of
independent  manufacturers'  representatives  to distribute its  DATATRACE(R)and
ELOGG(R)product   lines.   For  its   NUSONICS(R)   product  lines,  a  separate
organization  of  manufacturers'  representatives  is maintained.  International
sales are conducted  through over 50 distributors.  During the fiscal year ended
March 31, 2003,  approximately 65% of sales have been domestic and 35% have been
international to countries throughout Europe, Africa,  Australia, Asia and South
America, as well as Canada and Mexico.

     Sales promotions include attendance by Mesa representatives at conventions,
the  continuation  of direct mail  campaigns  and trade journal  advertising  in
industry related publications.

     Customers of Mesa's dialysis  products  primarily  include dialysis centers
and dialysis  equipment  manufacturers.  The primary  emphasis of the  Company's
marketing  effort is to offer quality  products to the  healthcare  market which
will aid in cost containment and improved patient well-being.

     DATATRACE(R)and  ELOGG(R)customers  include  numerous  industrial users who
utilize  the  products  within a variety of  manufacturing,  transportation  and
storage applications. The emphasis of the Company's marketing effort is to offer
a quality  product that  provides a unique and flexible  solution to  monitoring
temperature,  pressure  or humidity  without  interfering  with the  processing,
transportation or storage of the product.

     NUSONICS(R)customers  include various  industries such as water  treatment,
manufacturing,   HVAC  and  petroleum  product  transportation.   The  Company's
marketing  efforts are focused on offering flow  measurement  and  concentration
monitoring in difficult environments where noninvasive monitoring techniques are
required.

     During the fiscal  year ended  March 31,  2003,  one  customer  represented
approximately  11%  of  the  Company's  revenues  and  approximately  6% of  the
Company's accounts  receivable  balance.  During the fiscal year ended March 31,
2002  two  customers  represented  approximately  12% and  11% of the  Company's
revenues,   respectively.   At  March  31,  2002,  these  customers  represented
approximately 28% and 8% of the Company's account receivable balances.

Competition

     Mesa competes with major medical and instrumentation companies as well as a
number  of  smaller  companies,  many  of  which  are  well  established,   with
substantially  greater  capital  resources and larger  research and  development
facilities.  Furthermore,  many of these  companies have an established  product
line and a significant operating history.  Accordingly,  the Company may be at a
competitive  disadvantage  due to such  factors  as its  limited  resources  and
limited marketing and distribution network.

     Companies with which Mesa's medical products compete include Cantel Medical
Corporation.     Companies     with    which     Mesa's     DATATRACE(R)     and
ELOGG(R)instrumentation  products  compete  include  GE Kaye,  Ellab and  Orion.
Companies with which Mesa's  NUSONICS(R)products  compete include  Controlotron,
Badger Meter, Rosemount, and GE Panametrics.

     In the area of dialyzer reuse, management believes that the availability of
an  automated   reprocessing  system  which  consistently  cleans,   rinses  and
disinfects dialyzers,  as well as tests them for physical performance and leaks,
can dramatically alter the reuse patterns.  Mesa believes that it is the largest
supplier of meters used to calibrate hemodialysis equipment, although it has not
conducted  independent  market surveys.  The  DATATRACE(R)and  ELOGG(R) products
offer unique solutions to monitoring  temperature or humidity and temperature or
pressure   and   temperature   through  a   continuous   process  or   long-term
transportation and warehousing applications.  Although there are other solutions
to   temperature,    humidity   and   pressure   monitoring    available,    the
DATATRACE(R)products  offer  a  miniaturized,  self-contained,   environmentally
resistant, wireless solution.  NUSONICS(R)products offer solutions to monitoring
of  clean  fluids  as well as  highly  corrosive  materials,  which  are  either
noninvasive  or do not  disturb  the  flow  of the  product  through  the  pipe.
NUSONICS(R)products  also offer a unique solution to monitoring  variations in a
fluid's  concentration  as the fluid passes  through a pipeline into or out of a
process.

Government Regulation

     Medical  devices  marketed  by Mesa are  subject to the  provisions  of the
Federal Food, Drug and Cosmetic Act, as amended by the Medical Device Amendments
of 1976  (hereinafter  referred to as the "Act"). A medical device which was not
marketed prior to May 28, 1976, or is not  substantially  equivalent to a device
marketed  prior to that date,  may not be marketed  until  certain data is filed
with the FDA and the FDA has  affirmatively  determined that such data justifies
marketing under conditions  specified by the FDA. A medical device is defined by
the Act as an  instrument  which (1) is intended for use in the diagnosis or the
treatment of disease,  or is intended to affect the structure of any function of
the human body;  (2) does not  achieve its  intended  purpose  through  chemical
action;  and (3) is not dependent upon being  metabolized for the achievement of
its principal intended purpose. The Act requires any company proposing to market
a medical  device to notify the FDA of its intention at least ninety days before
doing so, and in such  notification must advise the FDA as to whether the device
is  substantially  equivalent to a device  marketed prior to May 28, 1976. As of
the date hereof, the Company has received  permission from the FDA to market all
of its medical products.

     Mesa's medical  products are subject to FDA  regulations  and  inspections,
which may be time-consuming and costly.  This includes on-going  compliance with
the FDA's current Good Manufacturing  Practices regulations which require, among
other things,  the systematic  control of manufacture,  packaging and storage of
products  intended for human use. Failure to comply with these practices renders
the product  adulterated  and could  subject the Company to an  interruption  of
manufacture and sale of its medical products and possible  regulatory  action by
the FDA.

     The  manufacture  and sale of  medical  devices is also  regulated  by some
states.  Although there is substantial overlap between state regulations and the
regulations  of the FDA,  some  state laws may apply.  Mesa,  however,  does not
anticipate  that complying with state  regulations  will create any  significant
problems.  Foreign  countries also have laws regulating  medical devices sold in
those  countries,   which  may  cause  us  to  expend  additional  resources  on
compliance.

Employees

     At March 31,  2003,  the Company had a total of 47  employees,  of which 46
were full-time  employees.  Currently,  nine persons are employed for marketing,
three for research and development,  28 for  manufacturing and quality assurance
and seven for administration.

Additional Information

     For the fiscal years ended March 31, 2003 and 2002, Mesa spent $259,966 and
$289,939,   respectively,   on   Company-sponsored   research  and   development
activities.

     Compliance with federal, state and local provisions which have been enacted
regarding the discharge of materials into the environment or otherwise  relating
to the protection of the  environment  has not had, and is not expected to have,
any  adverse  effect upon  capital  expenditures,  earnings  or the  competitive
position of the  Company.  Mesa is not  presently a party to any  litigation  or
administrative   proceedings   with   respect  to  its   compliance   with  such
environmental  standards.  In addition,  the Company does not  anticipate  being
required  to  expend  any  significant  capital  funds  in the near  future  for
environmental protection in connection with its operations.

     The  Company  has been  issued  patents  for its  DATATRACE(R)  temperature
recording devices, its NUSONICS(R)sonic flow measurement and sonic concentration
monitoring  products and its Automata dialysis meters.  Failure to obtain patent
protection on the Company's remaining products may have a substantially  adverse
effect upon the Company  since there can be no  assurance  that other  companies
will not  develop  functionally  similar  products,  placing  the  Company  at a
competitive  disadvantage.  Further,  there  can  be no  assurance  that  patent
protection will afford protection against  competitors with similar  inventions,
nor can  there be any  assurance  that the  patents  will  not be  infringed  or
designed around by others. Moreover, it may be costly to pursue and to prosecute
patent  infringement  actions against  others,  and such actions could interfere
with the business of the Company.


ITEM 2.  DESCRIPTION OF PROPERTY.

     Mesa owns its 39,616 square foot facility at 12100 W. 6th Avenue, Lakewood,
Colorado  80228.  All   manufacturing,   warehouse,   marketing,   research  and
administrative   functions  are  based  at  this   location.   The  facility  is
approximately 80% utilized and the Company currently utilizes only one shift.

     The Company does not invest in, and has not adopted any policy with respect
to  investments  in,  real  estate or  interests  in real  estate,  real  estate
mortgages or  securities  of or interests in persons  primarily  engaged in real
estate  activities.  It is not the Company's  policy to acquire assets primarily
for possible capital gain or primarily for income.


ITEM 3.  LEGAL PROCEEDINGS.

     No material  legal  proceedings to which the Company is a party or to which
any of its  property is the subject are  pending,  and no such  proceedings  are
known by the Company to be contemplated. The Company is not presently a party to
any litigation or administrative proceedings with respect to its compliance with
federal,  state and local  provisions  which  have been  enacted  regarding  the
discharge  of  materials  into the  environment  or  otherwise  relating  to the
protection of the environment  and no such  proceedings are known by the Company
to be  contemplated.  No legal actions are  contemplated  nor judgments  entered
against any officer or director of the Company  concerning any matter  involving
the business of the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter  was  submitted  during the  fourth  quarter  of the fiscal  year
covered by this report to a vote of security holders through the solicitation of
proxies or otherwise.

















                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)  Mesa's  common  stock is traded on the  Nasdaq  National  Market  under the
     symbol "MLAB".  For the last two fiscal years,  the high and low last sales
     prices of the  Company's  common  stock as  reported  to the Company by the
     National Association of Securities Dealers, Inc. were as follows:


            Quarter Ended                                    High        Low
            -------------                                    ----        ---

            June 30, 2001                                    5.15       4.80
            September 30, 2001                               4.80       4.20
            December 31, 2001                                6.22       4.66
            March 31, 2002                                   7.70       6.01


            Quarter Ended                                    High        Low
            -------------                                    ----        ---

            June 30, 2002                                    7.75       5.50
            September 30, 2002                               6.45       5.46
            December 31, 2002                                6.62       5.90
            March 31, 2003                                   7.03       6.06

     The Nasdaq National Market quotations set forth herein reflect inter-dealer
prices, without retail mark-up,  mark-down,  or commission and may not represent
actual transactions.

(b)  As of March 31, 2003, there were approximately  1,000 record and beneficial
     holders of Mesa's common stock.

(c)  The Company has not declared or paid any dividends to date.

(d)  During the fiscal year ended March 31,  2003,  the Company did not sell any
     equity  securities  that were not  registered  under the  Securities Act of
     1933, as amended.

     For  information  regarding  securities  authorized  for issuance under our
equity compensation plans, please see Footnote 7 to the Financial Statements.



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Critical Accounting Policies and Estimates

     The  preparation of our financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the amounts reported in
our financial  statements and  accompanying  notes.  Actual results could differ
materially from those estimates.

     We believe that there are several accounting  policies that are critical to
understanding the Company's historical and future performance, as these policies
affect the reported amounts of revenue and the more significant  areas involving
management's  judgments and estimates.  These  significant  accounting  policies
relate to revenue  recognition,  research and  development  costs,  valuation of
inventory, and valuation of long-lived assets. These policies, and the Company's
procedures related to these policies, are described in detail below.

Revenue Recognition

     We  sell  our  products  directly  through  our  sales  force  and  through
distributors.  Revenue  from  direct  sales of our  product is  recognized  upon
shipment to the  customer.  Revenue from ongoing  product  service and repair is
fully recognized upon completion and shipment of serviced product.

Research & Development Costs

     Research  and  development  activities  consist  primarily  of new  product
development and continuing  engineering on existing  products.  Costs related to
research and development  efforts on existing or potential products are expensed
as incurred.

Valuation of inventories

     Inventories are stated at the lower of cost or market,  using the first-in,
first-out   method  (FIFO)  to  determine  cost.  The  Company's  policy  is  to
periodically evaluate the market value of the inventory and the stage of product
life cycle,  and record a reserve for any  inventory  considered  slow moving or
obsolete.  As of March 31, 2003 and 2002 the  Company had  recorded a reserve of
$110,000 and $50,000, respectively, against slow moving inventory.

Valuation of Long-Lived Assets

     The Company assesses the realizable value of long-lived assets and goodwill
for  potential  impairment  at least  annually or when events and  circumstances
warrant such a review.  The carrying  value of a long-lived  asset is considered
impaired when the  anticipated  fair value is less than its carrying  value.  In
assessing the recoverability of our long-lived assets and goodwill, we must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective  assets. In addition,  we must make assumptions
regarding the useful lives of these  assets.  As of March 31, 2003, we evaluated
our long-lived  assets for potential  impairment.  Based on our  evaluation,  no
impairment charge was recognized.

     The above listing is not intended to be a comprehensive  list of all of our
accounting  policies.  In many cases,  the accounting  treatment of a particular
transaction  is   specifically   dictated  by  generally   accepted   accounting
principles,  with no need for management's judgment in their application.  There
are  also  areas  in  which  management's   judgment  in  selecting  any  viable
alternative  would not produce a materially  different  result.  See our audited
financial  statements  and  notes  thereto  which  begin at  "Item 7.  Financial
Statements"  of this  Annual  Report on Form  10-KSB  which  contain  accounting
policies  and  other  disclosures  required  by  generally  accepted  accounting
principles.

Results of Operations

Fiscal Year 2003 Compared to Fiscal Year 2002

Net Sales

     Net sales for fiscal 2003 increased less than one percent from fiscal 2002.
In real dollars,  net sales of $9,081,776 in fiscal 2003 increased  $37,932 from
$9,043,844 in 2002.

     During fiscal 2003,  revenues for the Datatrace brand of products performed
exceptionally  well  increasing  28 percent The new  Micropack  III  temperature
loggers were extremely  successful  during their first year in the  marketplace,
and propelled the temperature  logging products to an increase of 40 percent for
the fiscal year. Humidity logging instruments also produced a sharp increase for
the fiscal year improving more than 140 percent. Datatrace products were further
helped  during the year by a decline in the value of the US dollar  compared  to
the EURO which is helping  these  products  realize  sales gains in the European
market.

     During fiscal 2003 the company's  medical products  declined 16 percent for
the fiscal year.  The major share of this  decrease was due to a decline in Echo
Dialyzer  Reprocessor sales, which had increased  dramatically in the prior year
due to a large order from a single customer that was not repeated in the current
fiscal year.  Also, the expanded use of single use dialyzers in the U.S.  market
has reduced  Reprocessor  demand.  Sales of the  hand-held  meter portion of the
medical  products  line  decreased by 11 percent in the most recent fiscal year.
This has come after  several  years of strong  growth in previous  fiscal years.
Currently,  research  and  development  efforts  are just  beginning  to further
enhance our line of hand-held dialysate meters.

Cost of Sales

     Cost of sales as a percent of net sales in fiscal 2003  decreased 3.0% from
fiscal 2002 to 37.4%.  The main factor that impacted this decrease during fiscal
2003 was an increase in  Datatrace  logging  device  sales as a percent of total
sales. The Company's logging instruments tend to have a higher gross margin over
the other  instruments which the Company produces and sells. This improvement in
sales mix was partially off-set by an increase in Datatrace export sales,  which
are sold at a discount to the company's international distributors and produce a
lower gross margin.

Selling, General and Administrative

     Selling costs in 2003  increased 9% from fiscal 2002.  In dollars,  selling
costs increased  $109,550 to $1,334,385 in fiscal 2003 from $1,224,835 in fiscal
2002.  The  increase in selling  expense  during  fiscal 2003 was due chiefly to
increased  selling and  marketing  cost for Datatrace  products.  In addition to
increases  in variable  costs such as  commissions,  bonuses  and  travel,  more
discretionary  expenses such as advertising  and  demonstration  equipment costs
were increased  during the year to support the introduction of the Company's new
Micropack III products. Selling costs for medical products decreased due chiefly
to lower  compensation  costs,  which were partially  off-set by higher training
costs. Selling expenses for the Nusonics brand of products also decreased during
fiscal 2003 due to the reallocation of personnel resources to other areas of the
Company.

     General  and  administrative  expenses  were  $903,710  in fiscal  2003 and
$934,536 in fiscal 2002,  which  represents a $30,826 or three percent  decrease
from fiscal 2002 to fiscal 2003.  During  fiscal 2003,  lower costs for business
development activities were partially off-set by higher compensation costs.

Research and Development

     Company sponsored research and development cost was $259,966 in fiscal 2003
and $289,939 in fiscal 2002,  which represents a 10% decrease from year to year.
During fiscal 2003,  consulting expenses dropped significantly and was partially
off-set by substantially  higher material and supply expenses as work during the
year focused more on hardware development and software development projects were
completed.  Besides  completing the Micropack III product for temperature,  work
continued for other transducers to offer in the Micropack III package to measure
additional parameters.

Net Income

     Net income increased to a record  $2,126,879 or $.64 per share on a diluted
basis in fiscal  2003 from  $2,030,947  or $.59 per share on a diluted  basis in
fiscal 2002.  The increase in net income during fiscal 2003 was partially due to
the  changes in product  mix  highlighted  in the Cost of Sales  section of this
report.  Additionally,  higher sales and lower  administration  and research and
development  expenses  helped to increase  income.  During the fiscal year,  the
Company  repurchased  266,169  shares of our  common  stock.  This  program  has
continued  into the new fiscal  year,  and  depending on market  conditions,  is
expected  to continue  throughout  fiscal  2004.  The stock  repurchase  program
reduced outstanding common shares and allowed diluted earnings per share to grow
at a faster  rate than net  income.  While net income grew at a faster rate than
net sales for the fiscal year,  this growth was restrained by an increase in the
net income tax rate compared to last year.  This increase in the income tax rate
was due chiefly to a change in the tax code which  reduced the benefit of export
sales.

Fiscal Year 2002 Compared to Fiscal Year 2001

Net Sales

     Net sales for fiscal 2002 decreased less than one percent from fiscal 2001.
In real dollars,  net sales of $9,043,844 in fiscal 2002 decreased  $56,119 from
$9,099,963 in 2001.  Net sales  decreased in fiscal 2002 due to lower  Datatrace
sales, which were mostly off-set by higher medical product sales. A weak economy
in the United  States,  the tragedies  that  occurred in  September,  2001 and a
strong US dollar in  comparison  to key  foreign  currencies  all had a negative
impact on Datatrace product sales in fiscal 2002. Overall, medical product sales
were stronger during fiscal 2002. Medical sales were helped by a key sale during
the year into the South  American  market,  which  resulted in over  $800,000 of
sales of Dialysate Meters and ECHO Reprocessors.

Cost of Sales

     Cost of sales as a  percent  of net  sales in  fiscal  2002  increased  one
percent  from fiscal 2001 to 40.4%.  During  fiscal 2002 medical  product  sales
continued to grow as a percentage  of the overall  sales mix.  Gross margins for
the medical products tend to be lower than the Datatrace products,  which led to
a small increase in cost of goods as a percentage of sales during the year.

Selling, General and Administrative

     Selling  costs  increased  7% from  fiscal  2001 to  fiscal  2002.  In real
dollars,  selling expenses  increased  $80,445 to $1,224,835 in fiscal 2002 from
$1,144,390 in fiscal 2001.  The increase in selling  expenses in fiscal 2002 was
due to increases in Medical and Datatrace  selling expenses which were partially
off-set by a decrease in Nusonics  expenses.  The increases in Datatrace selling
expenses were due chiefly to increased compensation costs during the year.

     General  and  administrative  expenses  were  $934,536  in fiscal  2002 and
$1,252,812  in fiscal 2001,  which  represents  a $318,276 or 25% decrease  from
fiscal  2001 to fiscal  2002.  Decreased  costs in  fiscal  2002 were due to the
elimination of goodwill amortization in accordance with new accounting standards
implemented  during the year. This elimination of expense was partially  off-set
by increased consulting and business development costs.

Research and Development

     Company sponsored research and development cost $289,939 in fiscal 2002 and
$308,166 in fiscal 2001,  which  represents a 6% decrease from year to year. The
decrease in fiscal 2002 was due to lower compensation and material costs for the
year due to a decrease in  permanent  staff  during the year.  This  decrease in
compensation  costs was  partially  off-set by increased  consulting  expense as
specialized portions of projects were outsourced.

Net Income

     Net income  increased to $2,030,947 or $.59 per share on a diluted basis in
fiscal 2002 from $1,832,268 or $.49 per share on a diluted basis in fiscal 2001.
Fiscal  2002  profits  increased  11%  from  2001  levels,  due  chiefly  to the
elimination of amortization  expense during the year.  Diluted per share profits
grew 20% from year to year due to the higher net income and lower average shares
outstanding.  The lower shares outstanding were due to the Company's  continuing
share buy back  program.  The  elimination  of  amortization  also  lowered  the
Company's net income tax rate for the fiscal year,  due to the fact that most of
these expenses were not tax deductible.


Liquidity and Capital Resources

     On March 31,  2003,  the  Company  had cash and short term  investments  of
$4,761,102.   In  addition,  the  Company  had  other  current  assets  totaling
$4,842,556 and total current assets of $9,603,658.  Current  liabilities of Mesa
Laboratories,  Inc. were $586,706 which resulted in a current ratio of 16:1. For
comparison  purposes at March 31, 2002, Mesa had cash and short term investments
of  $3,461,978,  other current  assets of  $5,137,405,  total current  assets of
$8,599,383, current liabilities of $500,705 and a current ratio of 17:1.

     Mesa has made  capital  acquisitions  of  $64,933  during  fiscal  2003 and
$41,824  during fiscal 2002.  The Company has instituted a program to repurchase
up to 500,000 shares of its outstanding common stock. Under the plan, the shares
may be purchased from time to time in the open market at prevailing prices or in
negotiated  transactions  off the market.  Shares purchased will be canceled and
repurchases will be made with existing cash reserves.

Forward Looking Statements

     All statements  other than  statements of historical  fact included in this
annual  report  regarding  the  Company's  financial  position and operating and
strategic  initiatives and addressing industry  developments are forward-looking
statements.  Where,  in  any  forward-looking  statement,  the  Company,  or its
management,  expresses  an  expectation  or belief as to  future  results,  such
expectation  or  belief  is  expressed  in good  faith  and  believed  to have a
reasonable  basis,  but  there  can  be  no  assurance  that  the  statement  of
expectation or belief will result or be achieved or accomplished.  Factors which
could cause actual results to differ materially from those anticipated,  include
but are not limited to general  economic,  financial  and  business  conditions;
competition  in the data  logging  market;  competition  in the kidney  dialysis
market;  competition in the fluid measurement  market; the discontinuance of the
practice of dialyzer reuse;  the business  abilities and judgement of personnel;
the impacts of unusual  items  resulting  from ongoing  evaluations  of business
strategies;  and changes in business strategy.  We do not intend to update these
forward looking statements. You are advised to review the "Additional Cautionary
Statements" section below for more information about risks that could affect the
financial results of Mesa Laboratories, Inc.


Additional Cautionary Statements

We Face Intense Competition

     The markets for some of our current and  potential  products are  intensely
competitive.  We face  competition from companies that possess both larger sales
forces and  possess  more  capital  resources.  In  addition,  there are growing
numbers of competitor for certain of our products.

Our Growth  Depends on  Introducing  New Products and the Efforts of Third Party
Distributors

     Our growth  depends on the  acceptance of our products in the  marketplace,
the  penetration  achieved  by the  companies  which we sell to, and rely on, to
distribute  and  represent  our  products,  and our ability to introduce new and
innovative  products that meet the needs of the various markets we serve.  There
can be no  assurance  that we will be able  to  continue  to  introduce  new and
innovative products or that the products we introduce, or have introduced,  will
be widely accepted by the  marketplace,  or that the companies which we contract
with to distribute  and  represent  our products  will continue to  successfully
penetrate our various markets. Our failure to continue to introduce new products
or gain wide  spread  acceptance  of our  products  would  adversely  affect our
operations.

We Depend on Attracting New Distributors and Representatives for Our Products

     In order to successfully commercialize our products in new markets, we will
need  to  enter  into   distribution   arrangements   with  companies  that  can
successfully distribute and represent our products into various markets.

Our Products are Extensively Regulated Which Could Delay Product Introduction or
Halt Sales

     The process of obtaining and maintaining  required regulatory  approvals is
lengthy,  expensive  and  uncertain.   Although  we  have  not  experienced  any
substantial  regulatory  delays to date,  there is no assurance that delays will
not occur in the future,  which could have a significant  adverse  effect on our
ability  to  introduce  new  products  on a timely  basis.  Regulatory  agencies
periodically  inspect our manufacturing  facilities to ascertain compliance with
"good  manufacturing  practices" and can subject approved products to additional
testing and surveillance programs.  Failure to comply with applicable regulatory
requirements can, among other things, result in fines, suspensions of regulatory
approvals, product recalls, operating restrictions and criminal penalties. While
we  believe  that we are  currently  in  compliance,  if we fail to comply  with
regulatory  requirements,  it could  have an  adverse  effect on our  results of
operations and financial condition.

We May be Unable to Effectively Protect Our Intellectual Property

     Our  ability  to compete  effectively  depends  in part on  developing  and
maintaining the proprietary  aspects of our technology and processes.  We cannot
assure you that the patents we have obtained, or any patents we may obtain, will
provide any competitive  advantages for our products.  We also cannot assure you
that  those  patents  will  not  be  successfully  challenged,   invalidated  or
circumvented in the future. In addition,  we cannot assure you that competitors,
many of which have substantial  resources and have made substantial  investments
in competing technologies, have not already applied for or obtained, or will not
seek to apply for or obtain,  patents that will prevent, limit or interfere with
our ability to make, use and sell our products either in the United States or in
international  markets.  Patent  applications  are  maintained  in secrecy for a
period  after  filing.  We may not be aware  of all of the  patents  and  patent
applications potentially adverse to our interests.

We May Have Product Liability Claims

     Our  products  involve a risk of  product  liability  claims.  Although  we
maintain  product  liability  insurance at coverage  levels which we believe are
adequate,  there is no assurance that, if we were to incur substantial liability
for product liability claims,  insurance would provide adequate coverage against
such liability.

Our Operating Results May Fluctuate

     Our results of  operations  may  fluctuate  significantly  from  quarter to
quarter based on numerous factors including the following:

     *    the introduction of new products;
     *    the level of market acceptance of our products;
     *    achievement of research and development milestones;
     *    timing of the receipt of orders  from,  and product  shipment to major
          customers;
     *    timing of expenditures;
     *    delays   in   educating   and   training   our    distributors'    and
          representatives' sales forces;
     *    manufacturing or supply delays;
     *    product returns; and
     *    receipt of necessary regulation approval.

Changing Industry Trends May Affect Operating Results

     Various  changes within the industries we serve may limit future demand for
our products and may include the following:

     *    increasing usage of single use dialyzers;
     *    changes in dialysis reimbursements; and
     *    increased availability of donated organs.



ITEM 7.  FINANCIAL STATEMENTS.



                                TABLE OF CONTENTS


Independent Auditors' Report

Financial Statements:

Balance Sheets

Statements of Income

Statement of Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements




                          INDEPENDENT AUDITORS' REPORT



Board of Directors and Shareholders
Mesa Laboratories, Inc.
Lakewood, Colorado

We have audited the accompanying balance sheets of Mesa Laboratories, Inc. as of
March 31, 2003 and 2002,  and the related  statements  of income,  stockholders'
equity, and cash flows for the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Mesa Laboratories,  Inc. as of
March 31, 2003 and 2002,  and the results of its  operations  and its cash flows
for the years then  ended,  in  conformity  with  auditing  standards  generally
accepted in the United States of America.

                                          /s/Ehrhardt Keefe Steiner & Hottman PC
                                             Ehrhardt Keefe Steiner & Hottman PC
April 29, 2003
Denver, Colorado








                             MESA LABORATORIES, INC.
                                 BALANCE SHEETS


                                     ASSETS
                                                           March 31,
                                                   -------------------------
                                                       2003          2002
                                                   -----------   -----------
CURRENT ASSETS:
  Cash and cash equivalents ....................   $ 4,761,102   $ 3,461,978
  Accounts receivable -
   Trade, net of allowance for doubtful accounts
    of $50,000 (2003) and (2002) ...............     2,248,578     2,288,719
   Other .......................................        33,213         7,305
   Inventories, net ............................     2,328,999     2,443,091
   Prepaid expenses ............................       116,825       296,512
   Deferred income taxes .......................       114,941       101,778
                                                   -----------   -----------
      TOTAL CURRENT ASSETS .....................     9,603,658     8,599,383

PROPERTY, PLANT AND EQUIPMENT, net .............     1,347,980     1,398,398

OTHER ASSETS:
 Other long-term assets ........................          --         231,000
 Goodwill ......................................     4,207,942     4,207,942
                                                   -----------   -----------

                                                   $15,159,580   $14,436,723
                                                   ===========   ===========

                       See notes to financial statements.




                             MESA LABORATORIES, INC.
                                 BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                  March 31,
                                          -------------------------
                                              2003         2002
                                          -----------   -----------
CURRENT LIABILITIES:
 Accounts payable, trade ..............   $   117,979   $    88,894
 Accrued salaries and payroll taxes ...       332,537       310,272
 Accrued warranty expense .............        15,000        30,000
 Other accrued liabilities ............        85,698        36,878
 Taxes payable ........................        35,492        34,661
                                          -----------   -----------
    TOTAL CURRENT LIABILITIES .........       586,706       500,705

LONG TERM LIABILITIES:
 Deferred income taxes ................        86,351        41,744

COMMITMENTS

STOCKHOLDERS' EQUITY:
 Preferred stock, no par value;
  authorized 1,000,000 shares; none
  issued ..............................          --            --
 Common stock, no par value; authorized
  8,000,000 shares; issued and
  outstanding, 3,098,907 (2003)
  and 3,342,376 (2002) ................     1,284,887     1,791,758
 Retained earnings ....................    13,201,636    12,102,516
                                          -----------   -----------

                                           14,486,523    13,894,274
                                          -----------   -----------
                                          $15,159,580   $14,436,723
                                          ===========   ===========

                       See notes to financial statements.







                             MESA LABORATORIES, INC.

                              STATEMENTS OF INCOME



                                               Years Ended March 31,
                                              -----------------------
                                                  2003         2002
                                              ----------   ----------

Sales .....................................   $9,081,776   $9,043,844
Cost of sales .............................    3,397,239    3,652,435
                                              ----------   ----------
Gross profit ..............................    5,684,537    5,391,409
                                              ----------   ----------

Operating expenses:
 Selling ..................................    1,334,385    1,224,835
 General and administrative ...............      903,710      934,536
 Research and development .................      259,966      289,939
                                              ----------   ----------
    Total operating expenses ..............    2,498,061    2,449,310
                                              ----------   ----------

Operating income ..........................    3,186,476    2,942,099
 Interest income ..........................       55,160       78,511
                                              ----------   ----------
 Earnings before income taxes .............    3,241,636    3,020,610

 Income taxes .............................    1,114,757      989,663
                                              ----------   ----------

Net income ................................   $2,126,879   $2,030,947
                                              ==========   ==========

Net income per share (basic) ..............   $      .66   $      .60
                                              ==========   ==========

Net income per share (diluted) ............   $      .64   $      .59
                                              ==========   ==========

Average common shares outstanding - basic .    3,226,848    3,407,649
                                              ==========   ==========

Average common shares outstanding - diluted    3,299,435    3,452,159
                                              ==========   ==========


                       See notes to financial statements.








                             MESA LABORATORIES, INC.

                        STATEMENT OF STOCKHOLDERS' EQUITY


                                         Common Stock
                                 --------------------------
                                  Number of
                                   Shares         Amount          Earnings        Equity
                                 ----------     -----------    ------------    ------------



BALANCE, March 31, 2001 ....      3,542,160     $ 2,165,549    $ 10,767,409    $ 12,932,958

Common stock issued for the
 conversion of incentive
 stock options net of 34,461
 shares returned to Company
 as payment ................         13,995          27,909            --            27,909

Purchase and retirement of
 treasury stock ............       (213,779)       (401,700)       (695,840)     (1,097,540)

Net income for the year ....           --              --         2,030,947       2,030,947
                                 ----------     -----------    ------------    ------------

BALANCE, March 31, 2002 ....      3,342,376       1,791,758      12,102,516      13,894,274

Common stock issued for the
 conversion of incentive
 stock options net of 29,704
 shares returned to Company
 as payment ................         22,700          86,441            --            86,441

Purchase and retirement of
 treasury stock ............       (266,169)       (593,312)     (1,027,759)     (1,621,071)

Net income for the year ....           --              --         2,126,879       2,126,879
                                 ----------     -----------    ------------    ------------

BALANCE, March 31, 2003 ....      3,098,907     $ 1,284,887    $ 13,201,636    $ 14,486,523
                                 ==========     ===========    ============    ============




                       See notes to financial statements.






                             MESA LABORATORIES, INC.

                            STATEMENTS OF CASH FLOWS


                                                       Years Ended March 31,
                                                    --------------------------
                                                         2003          2002
                                                    -----------     ----------
Cash flows from operating activities:
 Net income .....................................   $ 2,126,879    $ 2,030,947
 Depreciation and amortization ..................       115,351        115,088
 Provision for warranty reserve .................       (15,000)        18,000
 Provision for inventory reserve ................        60,000        (40,000)
 Deferred income taxes ..........................        31,444         20,574
 Change in assets and liabilities-
  (Increase) decrease in accounts receivable ....       245,233        759,313
  (Increase) decrease in inventories ............        54,092           (244)
  (Increase) decrease in prepaid expenses .......       179,687       (269,004)
   Increase (decrease) in accounts payable, trade        29,085       (264,625)
   Increase (decrease) in accrued liabilities
    and taxes payable ...........................        71,916       (113,385)
                                                    -----------     ----------
      Net cash provided by operating activities .     2,898,687      2,256,664
                                                    -----------     ----------

Cash flows from investing activities:
 Capital expenditures ...........................       (64,933)       (41,824)
                                                    -----------     ----------
      Net cash (used) provided by investing
       activities ...............................       (64,933)       (41,824)
                                                    -----------     ----------

Cash flow from financing activities:
 Net proceeds from issuance of stock ............        86,441         27,909
 Common stock repurchases .......................    (1,621,071)    (1,097,540)
                                                    -----------     ----------
      Net cash (used) provided by financing
       activities ...............................    (1,534,630)    (1,069,631)
                                                    -----------     ----------

Net increase (decrease) in cash and cash
 equivalents ....................................     1,299,124      1,145,209

Cash and cash equivalents at
  beginning of year .............................     3,461,978      2,316,769
                                                    -----------     ----------

Cash and cash equivalents at
  end of year ...................................   $ 4,761,102     $3,461,978
                                                    ===========     ==========


Supplemental disclosures of cash flow information:
Cash paid during the year for:
  Income taxes                                      $   895,821     $1,366,200
                                                    ===========     ==========

                       See notes to financial statements.










                             MESA LABORATORIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

 1.   Summary of Significant Accounting Policies:

     General - Mesa  Laboratories,  Inc. was incorporated  under the laws of the
     State  of  Colorado  on March  26,  1982,  for the  purpose  of  designing,
     manufacturing and marketing electronic instruments and supplies.

     Concentration  of Credit Risk -  Financial  instruments  which  potentially
     subject  the  Company to  concentrations  of credit  risk  consist of money
     market funds and accounts receivable.  The Company invests primarily all of
     its excess cash in money market funds  administered by reputable  financial
     institutions,  debt instruments of the U.S. government and its agencies and
     grants credit to its customers who are located throughout the United States
     and  several  foreign  countries.   To  reduce  credit  risk,  the  Company
     periodically  evaluates the money market fund  administrators  and performs
     credit  analysis of  customers  and  monitors  their  financial  condition.
     Additionally,  the Company maintains cash balances in bank deposit accounts
     which, at times, may exceed federally  insured limits.  The Company has not
     experienced any losses in such accounts.

     During the fiscal  year ended  March 31,  2003,  one  customer  represented
     approximately  11% of the Company's  revenues and  approximately  6% of the
     Company's accounts receivable  balance.  During the fiscal year ended March
     31,  2002  two  customers  represented  approximately  12%  and  11% of the
     Company's  revenues,  respectively.  At March  31,  2002,  these  customers
     represented  approximately 28% and 8% of the Company's  account  receivable
     balances.

     Cash Equivalents - Cash equivalents  include all highly liquid  investments
     with an original maturity of three months or less.

     Inventories - Inventories are stated at the lower of cost or market,  using
     the  first-in,  first-out  method (FIFO) to determine  cost.  The Company's
     policy is to  periodically  evaluate the market value of the  inventory and
     the stage of product  life cycle,  and record a reserve  for any  inventory
     considered  slow  moving or  obsolete.  As of March  31,  2003 and 2002 the
     Company  had  recorded a reserve of  $110,000  and  $50,000,  respectively,
     against slow moving inventory.

     Property,  Plant and Equipment - Property, plant and equipment is stated at
     acquisition  cost.  Depreciation  and  amortization  is provided  using the
     straight-line   method  over  the  estimated   useful  lives  of  three  to
     thirty-nine years.

     Goodwill - Goodwill,  which  resulted  from the  acquisitions  of Nusonics,
     Datatrace and Automata, is no longer subject to amortization, and is tested
     annually  for   impairment  in  accordance   with  Statement  of  Financial
     Accounting Standards ("SFAS") No. 142 "Goodwill and Intangible Assets."

     Valuation of Long-Lived  Assets - The Company assesses the realizable value of
     long-lived  assets and goodwill for potential  impairment at least annually
     or when events and circumstances  warrant such a review. The carrying value
     of a long-lived  asset is  considered  impaired when the  anticipated  fair
     value is less than its carrying value. In assessing the  recoverability  of
     our  long-lived  assets and goodwill,  we must make  assumptions  regarding
     estimated  future cash flows and other  factors to determine the fair value
     of the respective assets. In addition,  we must make assumptions  regarding
     the useful lives of these  assets.  As of March 31, 2003,  we evaluated our
     long-lived  assets for potential  impairment.  Based on our evaluation,  no
     impairment charge was recognized.

     Revenue  Recognition - The Company recognizes revenues at the time products
     are shipped.

     Research & Development  Costs - Costs  related to research and  development
     efforts on  existing  or  potential  products  are  expensed  as  incurred.
     Research  and  development  costs for the fiscal years ended March 31, 2003
     and 2002 were $259,966 and $289,939, respectively.

     Accrued Warranty Expense - The Company provides limited product warranty on
     its products and, accordingly,  accrues an estimate of the related warranty
     expense at the time of sale.

     Advertising Costs - Advertising costs are expensed as incurred. Advertising
     costs  for the  years  ended  March 31,  2003 and 2002  were  $140,728  and
     $121,539, respectively.

     Earnings  Per  Share - Basic  earnings  per share is  calculated  using the
     average number of common shares outstanding.  Diluted earnings per share is
     computed on the basis of the average  number of common  shares  outstanding
     plus the effect of  outstanding  stock  options  using the  treasury  stock
     method, which totaled 72,587 and 44,510 additional shares in 2003 and 2002,
     respectively.

     Stock based  compensation  - At March 31, 2003, the Company has stock based
     compensation  plans,  which are described more fully in Note 7. The Company
     has  adopted the  disclosure-only  provisions  of  Statement  of  Financial
     Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation."
     Accordingly,  no compensation cost has been recognized for the stock option
     plans.  Had  compensation  cost for the  Company's  stock option plans been
     determined based on the fair value at the grant date for awards in 2003 and
     2002  consistent  with the  provisions  of SFAS No. 123, the  Company's net
     earnings  and  earnings  per share would have been reduced to the pro forma
     amount indicated below:


                                   March 31,
                           -------------------------
                               2003         2002
                           -----------   -----------

Net income - as reported   $ 2,126,879   $ 2,030,947
Net income - pro forma .   $ 2,020,435   $ 1,868,798
Income per diluted
 share - as reported ...   $       .64   $       .59
Income per diluted
 share - pro forma .....   $       .61   $       .54


     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option-pricing model with the following weighted-average
     assumptions used for grants:  dividend yield of 0%; expected  volatility of
     approximately  20% (2003) and 30% (2002);  discount rate of 3.0% (2003) and
     4.9% (2002); and expected lives of 5 years.

     Use of Estimates - The  preparation  of financial  statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America  requires  management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Actual results could differ from those estimates.

     Fair Value of  Financial  Instruments  - The  carrying  amount of financial
     instruments  including  cash and  cash  equivalents,  accounts  receivable,
     accounts payable and accrued expenses  approximated  fair value as of March
     31, 2003 because of the relatively short maturity of these instruments.

     Recently Issued  Accounting  Pronouncements - In June 2002, the FASB issued
     SFAS No.  146,  "Accounting  for Costs  Associated  with  Exit or  Disposal
     Activities."  SFAS No. 146  addresses  accounting  and  reporting for costs
     associated with exit or disposal  activities and nullifies  Emerging Issues
     Task Force Issue No.  94-3,  "Liability  Recognition  for Certain  Employee
     Termination Benefits and Other Costs to Exit an Activity (Including Certain
     Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability
     for a cost associated  with an exit or disposal  activity be recognized and
     measured  initially at fair value when the liability is incurred.  SFAS No.
     146 is effective for exit or disposal  activities  that are initiated after
     December 31, 2002, with early application encouraged.  The adoption of this
     standard  did  not  have  a  material  impact  on the  Company's  financial
     statements  at March  31,  2003.

     In November  2002, the FASB published  interpretation  No, 45  "Guarantor's
     Accounting and Disclosure  requirements for Guarantees,  Including Indirect
     Guarantees of Indebtedness of Others".  The  Interpretation  expands on the
     accounting  guidance  of  Statements  No. 5, 57,  and 107 and  incorporates
     without change the provisions of FASB Interpretation No. 34, which is being
     superseded.  The  Interpretation  elaborates  on  the  existing  disclosure
     requirements for most guarantees, including loan guarantees such as standby
     letters of credit.  It also  clarifies  that at the time a company issues a
     guarantee,  the company must  recognize an initial  liability  for the fair
     value,  or market value, of the obligations it assumes under that guarantee
     and must  disclose  that  information  in its interim and annual  financial
     statements.  The initial  recognition  and initial  measurement  provisions
     apply on a  prospective  basis  to  guarantees  issued  or  modified  after
     December 31, 2002,  regardless  of the  guarantor's  fiscal  year-end.  The
     disclosure  requirements in the  Interpretation are effective for financial
     statements of interim or annual periods ending after December 15, 2002. The
     adoption of this  standard did not have a material  impact on the Company's
     financial statements at March 31, 2003.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
     Compensation-  Transition and  Disclosure".  This statement amends SFAS No.
     123,  "Accounting  for  Stock-Based  Compensation"  to provide  alternative
     methods of transition  for an entity that  voluntarily  changes to the fair
     value method of accounting for stock-based compensation.  In addition, SFAS
     148 amends the  disclosure  provision of SFAS 123 to require more prominent
     disclosure  about the effects of an entity's  accounting  policy  decisions
     with respect to stock-based  employee  compensation on reported net income.
     The  effective  date for this  Statement  is for fiscal  years  ended after
     December 15, 2002. The Company has incorporated the disclosure requirements
     of SFAS No.  148 at March 31,  2003,  which  require  a  tabular  pro forma
     presentation of net income had SFAS No. 123 been adopted.

     In January 2003, the FASB issued  Interpretation  No. 46,  Consolidation of
     Variable Interest  Entities,  an interpretation of ARB 51 (FIN No. 46). The
     primary  objectives of FIN 46 are to provide guidance on the identification
     of entities for which control is achieved  through means other than through
     voting rights (Variable  Interest Entities or "VIEs") and to determine when
     and which business  enterprise  should  consolidate the VIE. This new model
     for  consolidation  applies  to an  entity  which  either  (1)  the  equity
     investors (if any) do not have a controlling  financial interest or (2) the
     equity  investment  at  risk  is  insufficient  to  finance  that  entity's
     activities without receiving additional subordinated financial support from
     other parties.  The disclosure  requirements of FIN No. 46 became effective
     for financial  statements  issued after  January 31, 2003.  The adoption of
     this standard did not have an impact on the Company's financial  statements
     at March 31, 2003.

     In April  2003,  FASB  issued  SFAS No.  149,  "Accounting  for  Derivative
     Instruments  and Hedging  Activities,"  which is  effective  for  contracts
     entered into or modified after June 30, 2003 and for hedging  relationships
     designated  after  June 30,  2003.  This  statement  amends  and  clarifies
     financial  accounting  and reporting for derivative  instruments  including
     certain instruments  embedded in other contracts and for hedging activities
     under SFAS No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
     Activities."  The  adoption  of this  standard  is not  expected  to have a
     material impact on the Company's financial statements.

     In May 2003, FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
     Instruments with  Characteristics of Both Liabilities and Equity," which is
     effective for financial  instruments entered into or modified after May 31,
     2003,  and  otherwise is effective  at the  beginning of the first  interim
     period  beginning after June 15, 2003.  SFAS No. 150 establishes  standards
     for how an issuer  classifies and measures  certain  financial  instruments
     with  characteristics  of both liabilities and equity. The adoption of this
     standard  is not  expected  to  have a  material  impact  on the  Company's
     financial statements.


2.    Inventories:

     Inventories consist of the following:


                           March 31,
                  --------------------------
                      2003           2002
                  -----------    -----------

Raw materials ..   $ 1,898,599    $ 1,909,568
Work-in-process.       294,822        291,607
Finished goods..       245,578        291,916
 Less reserve ..     (110,000)       (50,000)
                  -----------    -----------

                  $ 2,328,999    $ 2,443,091
                  ===========    ===========


     Work-in-process and finished goods include raw materials,  direct labor and
     manufacturing overhead at March 31, 2003 and 2002.



3.    Property, Plant and Equipment:

     Property, plant and equipment consist of the following:


                                              March 31,
                                   --------------------------
                                       2003           2002
                                   -----------    -----------

Land ...........................   $   148,104    $   148,104
Building .......................     1,247,010      1,247,010
Manufacturing equipment ........     1,219,079      1,179,073
Computer equipment .............       287,834        262,908
Furniture and fixtures .........        74,383         74,382
                                   -----------    -----------
                                     2,976,410      2,911,477
  Less accumulated  depreciation    (1,628,430)    (1,513,079)
                                   -----------    -----------
                                   $ 1,347,980    $ 1,398,398
                                   ===========    ===========




4.         Income Taxes:

     The  components of the provision for income taxes for the years ended March
     31, 2003 and 2002 are as follows:


                                  March 31,
                          -----------------------
                             2003         2002
                          ----------   ----------
Current tax provision:
  Federal .............   $  949,488   $  853,498
  State ...............      133,825      116,386
                          ----------   ----------
                           1,083,313      969,884
                          ----------   ----------
 Deferred tax provision:
  Federal .............       27,671       17,405
  State ...............        3,773        2,374
                          ----------   ----------

                              31,444       19,779
                          ----------   ----------

                          $1,114,757   $  989,663
                          ==========   ==========


     Deferred  taxes result from  temporary  differences  in the  recognition of
     income and expenses for  financial  and income tax  reporting  purposes and
     differences   between  the  fair  value  of  assets  acquired  in  business
     combinations  accounted  for  as  a  purchase  and  their  tax  bases.  The
     components of net deferred tax assets and  liabilities as of March 31, 2003
     and 2002 are as follows:



                                        March 31,
                                 --------------------
                                    2003       2002
                                 --------    --------
Depreciation and amortization    $(86,351)   $(41,744)
Accrued vacation .............     48,169      50,306
Bad debt expense .............     17,000      17,000
Obsolete inventory ...........     37,400      17,000
Warranty reserve .............      5,100      10,200
Other ........................      7,272       7,272
                                 --------    --------

Net deferred (liability)/asset   $ 28,590    $ 60,034
                                 ========    ========

     A reconciliation  of the Company's income tax provision for the years ended
     March 31,  2003 and 2002,  and the amounts  computed by applying  statutory
     rates to income before income taxes is as follows:


                                                       March 31,
                                             --------------------------
                                                 2003           2002
                                             -----------    -----------
Income taxes at statutory rates ..........   $ 1,028,578    $   935,358
State income taxes, net of federal benefit       140,009        118,760
Foreign sales corporation exemption ......       (53,830)       (64,455)
                                             -----------    -----------
                                             $ 1,114,757    $   989,663
                                             ===========    ===========


5.   Stock Repurchase:

     In August,  2001,  the  Company's  Board of Directors  approved  program to
     repurchase up to 500,000 shares of its outstanding  common stock. Under the
     program,  shares may be  purchased  from time to time in the open market at
     prevailing  prices or in  negotiated  transactions  off the market.  Shares
     purchased will be cancelled and repurchase of shares will be funded through
     existing cash reserves.


6.    Employee Benefit Plan:

     The Company adopted a 401(k) plan effective January 1, 2000.  Participation
     is voluntary and employees are eligible to  participate at age 21 and after
     six months of employment  with the Company.  The Company matches 50% of the
     employee's  contribution  up to 6% of the employees  salary.  A participant
     vests  in the  Company's  contributions  at a rate of 25% per  year,  fully
     vesting at the end of the participant's fourth year of service. The Company
     contributed  $52,617 to the plan for fiscal  2003,  and  $44,906 for fiscal
     2002.

7.    Stockholders' Equity:

     The State of Colorado has eliminated  the ability of Colorado  corporations
     to retain treasury stock. As a result,  the Company reduced common stock to
     its average  share  value and further  reduced  retained  earnings  for the
     remainder of the cost of treasury stock acquired in each fiscal year.

     The Company has adopted incentive stock option plans for the benefit of the
     Company's key employees,  excluding its outside directors.  Under the terms
     of the plans,  options  are  granted at an amount not less than 100% of the
     bid price of the  underlying  shares at the date of grant.  The options are
     exercisable  for a term  of  five  years  and,  during  such  term,  may be
     exercised  as  follows:  25% after each year,  and 100%  anytime  after the
     fourth year until the end of the fifth year.

     On October 3, 1996, the Company  adopted a nonqualified  performance  stock
     option plan for the benefit of the Company's  outside  Directors.  The plan
     provides that the outside  Directors  will receive  grants to be determined
     and approved by the  Company's  inside  Directors  and not to exceed 20,000
     options per year per director. Under the terms of the plan, the options are
     exercisable  for a term of ten years and,  during such term are exercisable
     as follows:  25% after each year,  and 100%  anytime  after the fourth year
     until the end of the tenth year.  The  purchase  price of the common  stock
     will be  equal to 100% of the  closing  price  of the  common  stock on the
     over-the-counter market on the date of grant.

     On October 21, 1999, the Company adopted a new stock compensation plan. The
     purpose of the plan is to  encourage  ownership  of the Common Stock of the
     Company by certain officers,  directors,  employees and certain advisors of
     the  Company  in order to provide  incentive  to promote  the  success  and
     business of the  Company.  A total of 300,000  shares of Common  Stock have
     been  reserved for issuance  under the plan and are subject to terms as set
     by the  Compensation  Committee  of the Board of  Directors  at the time of
     grant.

     All option plans have been approved by the shareholders of the Company.

     The following is a summary of options granted under the plans:

                                                   FY 2003              FY 2003
                                           --------------------   --------------------
                                                  Weighted             Weighted
                                              Average Exercise      Average Exercise
                                           --------------------   --------------------
                                            Shares       Price     Shares      Price
                                           --------    --------   --------    --------

Options outstanding at beginning of year    328,035    $   4.85    308,000    $   4.97
Options granted ........................     75,600    $   5.89     94,300    $   4.56
Options cancelled ......................    (27,936)   $   5.42    (25,809)   $   5.25
Options exercised ......................    (52,404)   $   5.20    (48,456)   $   4.85
                                           --------               --------

Options outstanding at end of year .....    323,295    $   4.98    328,035    $   4.85
                                           ========               ========


Options exercisable at end of year .....    132,045    $   4.75    120,110    $   5.00

Shares available for future option grant    223,371                271,395


     The following is a summary of information  about stock options  outstanding
     as of March 31, 2003:


                              Options Outstanding                  Options Exercisable
                      ------------------------------------      -------------------------
                                     Weighted
                                     Average
                                    Remaining
                                    Contractual   Weighted         Number       Weighted
   Range of             Number         Life       Average       Exercisable      Average
   Exercise         Outstanding as      in        Exercise        as of         Exercise
    Prices           of 03/31/03      Years        Price         03/31/03         Price
--------------         -------        -----        -----         -------        --------
 $3.75 - $4.25          61,660          3.5        $3.85          46,160           $3.88
 $4.55                  80,850          4.3        $4.55          14,775           $4.55
 $4.56 - $5.25          50,985          2.3        $5.01          34,660           $5.00
 $5.50                  55,900          3.6        $5.50          28,450           $5.50
 $5.75 - $7.00          73,900          5.7        $5.97           8,000           $6.38
--------------         -------        -----        -----         -------        --------

 $3.75 - $7.00         323,295          4.0        $4.98         132,045           $4.75
==============         =======        =====        =====         =======        ========


8.   International Sales:

     For the past two fiscal years, the Company had foreign sales as follows:


                  Years Ended March 31,
                -----------------------
                    2003        2002
                ----------   ----------

Asia ........   $1,190,136   $  866,995
Europe ......    1,254,597    1,151,233
South America      211,400    1,302,549
Other .......      480,656      455,540
                ----------   ----------

                $3,136,789   $3,776,317
                ==========   ==========




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

      None.





                                     PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.


     The names,  addresses,  ages and terms of office of the executive  officers
and directors of the Company are:

Name and Address        Age         Office                        Term Expires(1)
----------------        ---         ------                        ------------

Luke R. Schmieder        60         President, Chief Executive          2003
12100 West Sixth Avenue             Officer, Treasurer and
Lakewood, Colorado                  Director

Steven W. Peterson       46         Vice President-Finance,             2003
12100 West Sixth Avenue             Chief Financial and Chief
Lakewood, Colorado                  Accounting Officer and
                                    Secretary

Paul D. Duke             61         Director                            2003
12100 West Sixth Avenue
Lakewood, Colorado

H. Stuart Campbell       73         Director                            2003
12100 West Sixth Avenue
Lakewood, Colorado

Michael T. Brooks        54         Director                            2003
12100 West Sixth Avenue
Lakewood, Colorado

     (1)  The term of office of each officer of the Company is at the discretion
          of the Board of Directors.


Luke R. Schmieder, President, Chief Executive Officer, Treasurer and Director

     Mr.  Schmieder  attended Ohio State  University and Ohio University  taking
courses in mechanical  engineering and business  management.  Mr.  Schmieder was
employed from 1970 to 1977 by Cobe Laboratories,  Inc. (manufacturer of dialysis
and cardiovascular  equipment and supplies) as a designer and process controller
on various  projects.  From 1977 to 1982, Mr.  Schmieder served as president and
principal of a consulting company for product and process development  primarily
in the medical  field.  Mr.  Schmieder has served as president and a director of
the Company since its inception in March 1982.

Steven W. Peterson, Vice President-Finance, Chief Financial and Chief Accounting
Officer and Secretary

     Mr. Peterson  received his Bachelor of Arts degree in accounting from Lewis
University in 1979. He was employed as an  accountant  and senior  accountant by
Valleylab,  Inc. (a manufacturer of electrosurgical  and IV infusion  equipment)
from 1980 to 1983. From 1983 to 1985, he was employed as assistant controller by
Marquest Medical Products, Inc. (a manufacturer of disposable medical products).
Mr. Peterson joined the Company in February 1985 as Controller and has served as
an executive officer of the Company since June 1990.

Paul D. Duke, Director

     Mr. Duke received his initial  medical  training  while on active duty with
the United States Navy and while  attending the University of Alabama.  Mr. Duke
was employed from 1965 to 1969 by the  University of Alabama  Medical  Center as
chief hemodialysis  technician and was employed by Cobe Laboratories,  Inc. from
1969 to 1973 as field  service and training  technician.  From 1973 to 1979,  he
served in  various  capacities  for  Cordis  Dow  Corporation  (manufacturer  of
pacemakers and hemodialysis  equipment and supplies),  including sales,  product
management, European training manager and national service manager. From 1980 to
1982,  Mr. Duke served as  proprietor  and  president  of a  consulting  company
specializing in medical  marketing,  sales,  service and training.  Mr. Duke has
served as vice  president  and a director of the Company  since its inception in
1982.  At March 31, 2002,  Mr. Duke retired from his position as Vice  President
and now devotes such time as is necessary to the affairs of the Company.

H. Stuart Campbell, Director

     Mr.  Campbell   received  his  Bachelor  of  Science  degree  from  Cornell
University in 1951.  From 1960 through  September  1982, Mr.  Campbell served in
various  capacities  for Johnson  &  Johnson and  Ethicon,  Inc., a domestic
subsidiary of Johnson & Johnson.  From 1977 through September 1982, he was a
Company Group Chairman with Johnson &  Johnson and served as Chief Executive
Officer  and  Chairman  of the  Board  of  Directors  of eight  major  corporate
subsidiaries.  Mr. Campbell owned and served as an officer of Highland Packaging
Labs, Inc., Somerville,  New Jersey (contract packaging business) until its sale
in  2002.   He  also   serves  as  a  director  of  Atrix   Laboratories,   Inc.
(pharmaceutical and contract research and development company). Mr. Campbell has
served as a director of the Company  since May 1983 and devotes  such time as is
necessary to the affairs of the Company.

Michael T. Brooks, Director

     Mr.  Brooks  received his  Bachelor of Arts in History  from Ohio  Wesleyan
University  in 1971.  While  pursuing  a career in fluid  power,  he  received a
Masters in Business  from the  University  of Denver in 1983.  Mr. Brooks was an
independent  manufacturer's  representative  from  1982 - 1985 at which  time he
purchased an interest in Fiero Fluid Power which he presently owns and operates.
Fiero Fluid Power is a  Rep/Distributor  selling  pneumatic and  instrumentation
equipment.  He has been a director since October,  1998 and devotes such time as
is necessary to the affairs of the Company.

     Based  solely  upon  a  review  of  Forms  3 and 4 and  amendments  thereto
furnished  to the  Company  pursuant  toss.240.16a-3(e)  during its most  recent
fiscal year and Forms 5 and  amendments  thereto  furnished  to the Company with
respect to its most recent fiscal year, and any written  representation from the
reporting  person  (as  hereinafter  defined)  that no Form 5 is  required,  the
Company is not aware of any person who, at any time during the fiscal year,  was
a director,  officer,  beneficial owner of more than ten percent of any class of
equity  securities  of the  Company  registered  pursuant  to  Section 12 of the
Exchange Act  ("reporting  person"),  that failed to file on a timely basis,  as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table, and its accompanying  explanatory footnotes,  includes
annual and long-term  compensation  information on the Company's Chief Executive
Officer and Chief  Financial  Officer for  services  rendered in all  capacities
during the fiscal years ended March 31, 2003, March 31, 2002 and March 31, 2001.
No other executive officer received total annual salary and bonus for the fiscal
year ended March 31, 2003 in excess of $100,000.

                           SUMMARY COMPENSATION TABLE

 Name and Principal Position       Fiscal Year            Salary         Bonus(1)        Options Granted          Other Comp
----------------------------       -----------           --------        ---------       ---------------          ----------

 L. Schmieder, CEO                     2003              $113,885          $19,066         4,000                    $3,742
                                       2002              $108,985          $11,928         4,000                    $3,100
                                       2001              $106,867          $10,400         4,000                    $3,150

 S. Peterson, CFO                      2003              $ 84,528          $16,228         4,000                    $2,824
                                       2002              $ 80,190          $ 9,619         6,000                    $2,628
                                       2001              $ 75,317          $ 7,400         6,000                    $2,683
------

(1)   Reflects bonus earned in fiscal year, but paid in the following fiscal year.

     The following  summary table sets forth  information  concerning  grants of
stock  options made during the fiscal year ended March 31, 2003 to the Company's
Chief Executive Officer and Chief Financial Officer.

                         Option Grants in Last Fiscal Year
                         ---------------------------------

                           Percent of Total
                  Options  Options Granted   Exercise    Expiration
Name              Granted  in Fiscal Year      Price        Date
------------       -------   --------        --------    -----------

L. Schmieder        4,000       5%                 $5.91       October 15, 2012
S. Peterson         4,000       5%                 $5.91       October 15, 2007

Compensation of Directors

     On October 3, 1996,  the  Company  adopted a new  nonqualified  performance
stock option plan for the benefit of the Company's outside  Directors.  The plan
provides that the outside  Directors  will receive  grants to be determined  and
approved by the Company's  inside directors and not to exceed 20,000 options per
year per director.  Under the terms of the plan, the options are exercisable for
a term of ten years, and during such term are exercisable as follows:  25% after
each year,  and 100%  anytime  after the fourth  year until the end of the tenth
year.  The  purchase  price  of the  common  stock  will be equal to 100% of the
closing bid price of the common stock on the over-the-counter market on the date
of grant.

     On October 16, 2002, Mr. Brooks and Mr. Campbell,  outside directors,  were
granted options to purchase 4,000 shares of common stock at $5.91 per share. Mr.
Duke, a director who retired from his position as an executive  officer in March
2002,  was  granted  6,000  shares  of  common  stock at $5.91  per  share.  Mr.
Schmieder,  the Company's  inside director was granted options to purchase 4,000
shares of common  stock at a price of $5.91 per share.  Currently,  all  outside
directors  receive cash compensation of $500 for each Board of Directors meeting
attended in person.

Incentive Stock Option Plans

     The Company has adopted three incentive stock option plans, approved by the
shareholders of the Company in September  1984,  October 1989 and November 1993,
respectively,  for  the  benefit  of the  Company's  employees.  The  plans  are
administered  by the  non-participating  members of the Board of Directors,  who
select the optionees and determine the terms and  conditions of the stock option
grant.  The exercise  price for options  granted  under the plans cannot be less
than the  fair  market  value of the  stock at the date of grant or 110% of such
fair market value with respect to options granted to any optionee who holds more
than 10% of the Company's  common stock.  Options are not exercisable  until one
year after the date of grant and expire five years after the date of grant.  All
outstanding  options  are  subject to vesting  provisions  whereby  they  become
exercisable over a four-year period.  The plans authorize options to purchase up
to 200,000, 300,000 and 300,000 shares of common stock, respectively.

     On October 21, 1999, the Company adopted a new stock compensation plan. The
purpose of the plan is to encourage ownership of the Common Stock of the Company
by certain officers, directors, employees and certain advisors of the Company in
order to provide incentive to promote the success and business of the Company. A
total of 300,000  shares of Common Stock have been  reserved for issuance  under
the plan and are subject to terms as set by the  Compensation  Committee  of the
Board of Directors at the time of grant.

     As of March 31,  2003,  options to purchase a total of 323,295  shares were
outstanding,  at exercise prices ranging from $3.75 to $7.00 per share. Further,
as of March 31,  2003,  options to  purchase  an  aggregate  of  223,371  shares
remained  available for grant under the Company's  stock option plans.  The plan
adopted in September  1984 was terminated  effective June 1, 1993.  Options were
granted  during the fiscal year ended March 31, 2003,  pursuant to the Company's
incentive  stock option  plans,  to each of the  Company's  executive  officers.
Options to purchase  4,000 shares at $5.91 per share were granted to Mr.  Steven
W. Peterson,  Vice  President-Finance.  Mr. Luke R.  Schmieder,  President,  was
granted options to purchase 4,000 shares at $5.91 per share.

Retirement Plan

     The Company has adopted a 401(k) plan for the benefit of its  officers  and
employees. Subject to certain restrictions, a participant may defer up to 15% of
their gross  compensation  into the plan. The Company currently matches up to 6%
of the participant's contribution at a rate of 50% of the contribution. The plan
also allows for additional contributions by the Company at its discretion.












ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth the number of shares of the Company's common
stock owned  beneficially as of March 31, 2003 (unless otherwise noted), by each
person known by the Company to have owned beneficially more than five percent of
such shares then outstanding, by each officer and director of the Company and by
all of the Company's  officers and directors as a group.  This information gives
effect to securities deemed  outstanding  pursuant to Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934, as amended. As far as is known to management of
the  Company,  no  person  owns  beneficially  more  than  five  percent  of the
outstanding  shares of common  stock as of March  31,  2003  except as set forth
below.

                                         Amount and              Percentage of
 Name of Beneficial                      Nature of                Class Benefi-
        Owner                         Beneficial Owner           cially Owned
----------------------                ----------------           -------------

Luke R. Schmieder (1)                  355,967 (2)                   11.4
Steven W. Peterson (1)                  66,050 (3)                    2.1
Paul D. Duke (1)                       127,466 (4)                    4.1
H. Stuart Campbell (1)                  78,000 (5)                    2.5
Michael T. Brooks (1)                   21,200 (6)                    0.7
FMR Corp. (9)                          297,600 (7)                    9.6

All officers and                       648,683 (8)                   20.5
directors as a group (5 in number)

(1)   The business address is 12100 West Sixth Avenue, Lakewood, Colorado 80228.
(2)   Includes  10,000 shares which Mr.  Schmieder has the right to acquire  within
      60 days by exercise of stock options.
(3)   Includes  11,500  shares which Mr.  Peterson has the right to acquire  within
      60 days by exercise of stock options.
(4)   Includes  6,000  shares  which Mr.  Duke has the right to  acquire  within 60
      days by exercise of stock options.
(5)   Includes  22,000  shares which Mr.  Campbell has the right to acquire  within
      60 days by exercise of stock options.
(6)   Includes  20,000 shares which Mr.  Brooks has the right to acquire  within 60
      days by exercise of stock options.
(7)   Based upon  information  set forth in  schedule  13G filed by FMR Corp.  with
      the Securities  and Exchange  Commission  dated  February 14, 2003.  Fidelity
      Management & Research  Company  ("Fidelity"),  a  wholly-owned  subsidiary of
      FMR Corp.,  is the  beneficial  owner of 297,600 shares as a result of acting
      as  investment  advisor to several  investment  companies.  The  ownership by
      one investment  company,  Fidelity Low-Priced Stock Fund, amounted to 297,600
      shares.  Mr.  Edward C.  Johnson  3d,  FMR  Corp.,  through  its  control  of
      Fidelity,  and the aforementioned  investment companies each has the power to
      dispose of the 297,600 shares.
(8)   Includes  69,500  shares which the officers and directors of the Company as a
      group have the right to acquire within 60 days by exercise of stock options.
(9)   The business address is 82 Devonshire Street, Boston, MA 02109.

     For  information  regarding  securities  authorized  for issuance under our
equity compensation plans, please see Footnote 7 to the Financial Statements.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   Exhibits.
            ---------

      (3)(i)      Articles of  Incorporation  and Articles of Amendment  and Bylaws
            of  Registrant  -incorporated  by  reference  to  the  Exhibits  to the
            Registration  Statement  on Form S-18,  file  number  2-88647-D,  filed
            December 21, 1983.

      (3)(ii)     Articles of Amendment of Registrant -  incorporated  by reference
            to the  Exhibit to the  Report on Form 10-K for the  fiscal  year ended
            March 31, 1988.

      (3)(iii)    Articles  of  Amendment  of  Registrant  dated  October 4, 1990 -
            incorporated  by  reference  to the  Exhibit to the Report on Form 10-K
            for the fiscal year ended March 31, 1991.

      (3)(iv)     Articles of  Amendment  of  Registrant  dated  October 20, 1992 -
            incorporated  by  reference to the Exhibit to the Report on Form 10-KSB
            for the fiscal year ended March 31, 1993.

      (10)(i)     Stock  Purchase  Agreement  between  Linda V.  Masano  and Thomas
            Michael   Masano  (as   sellers)  and  Mesa   Laboratories,   Inc.  (as
            Purchaser)  dated as of December 7, 1999 -  Incorporated  by  reference
            to the exhibit to the report on form 8-K dated  December 7, 1999,  file
            number 0-11740.

      (23)(i)     Consent  of  Ehrhardt  Keefe  Steiner & Hottman  PC,  independent
            public   accountants,   to  the   incorporation  by  reference  in  the
            Registration   Statements   on  Form  S-8   (file   numbers   33-89808,
            333-02074,  333-18161  and  333-48556)  of their report dated April 29,
            2003,  included  in the  Registrant's  Report  on Form  10-KSB  for the
            fiscal year ended March 31, 2003.

      (99.1)      Certifications   of  the  Chief   Executive   Officer.

      (99.2)      Certifications   of  the  Chief Financial Officer.

(b)   Reports on Form 8-K.  During the last  quarter of the period  covered by this
      --------------------
         report, the Registrant did not file any Report on Form 8-K.











ITEM 14.  CONTROLS AND PROCEDURES.

Within the 90 days prior to the date of filing this Annual Report on Form10-KSB,
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  including the Chief  Executive  Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14 and 15d-14.  Based
upon  that  evaluation,  the Chief  Executive  Officer  and the Chief  Financial
Officer  concluded that our disclosure  controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be  included  in our  periodic  SEC  filings.  Subsequent  to the  date  of that
evaluation,  there have been no significant  changes in our internal controls or
in other factors that could significantly affect internal controls, nor were any
corrective actions required with regard to significant deficiencies and material
weaknesses.






SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                   MESA LABORATORIES, INC.
                                                -----------------------------
                                                   Registrant


Date: June 30, 2003                             By: /s/Luke R. Schmieder
                                                   -----------------------
                                                       Luke R. Schmieder, President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



          Name                                  Title
          ----                                  -----
   Date
   ----


/s/Luke R. Schmieder                   President, Chief Executive Officer,        June 30, 2003
----------------------------           Treasurer and Director
Luke R. Schmieder


/s/Steven W. Peterson                  Vice President, Finance, Chief Financial   June 30, 2003
-----------------------------          and Chief Accounting Officer and Secretary
Steven W. Peterson


/s/Paul D. Duke                        Director                                   June 30, 2003
-------------------------------
Paul D. Duke


/s/H. Stuart Campbell                  Director                                   June  30, 2003
-----------------------------
H. Stuart Campbell


/s/Michael T. Brooks                   Director                                   June  30, 2003
-----------------------------
Michael T. Brooks


                                  CERTIFICATIONS
                                  --------------
I, Luke R. Schmieder,  the Chief Executive Officer of Mesa Laboratories,  Inc. (the
"Company"), certify that:

1.   I have  reviewed  this annual  report on Form 10-KSB of Mesa  Laboratories,
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses. Date: June 30, 2003

                                   By:  /s/  Luke R. Schmieder
                                        ----------------------
                                   Name:  Luke R. Schmieder
                                   Title: Chief Executive Officer







I, Steven W. Peterson,  the Chief Financial Officer of Mesa  Laboratories,  Inc.
(the "Company"), certify that:

1.   I have  reviewed  this annual  report on Form 10-KSB of Mesa  Laboratories,
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses. Date: June 30, 2003

                                   By:  /s/  Steven W. Peterson
                                        -----------------------
                                   Name:  Steven W. Peterson
                                   Title: Chief Financial Officer