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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
   (MARK ONE)
      (X)        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                       OR

      ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         FOR THE TRANSITION PERIOD FROM
                                ______TO_______

                          COMMISSION FILE NUMBER 1-9125

                        AMERICAN TECHNICAL CERAMICS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                          11-2113382
  -----------------------------                           -------------------
  (STATE OR OTHER JURISDICTION                             (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

   17 STEPAR PLACE, HUNTINGTON STATION, NY                       11746
  -----------------------------------------                     -------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 622-4700
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

       TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
       -------------------             -----------------------------------------
       COMMON STOCK, PAR VALUE $.01            AMERICAN STOCK EXCHANGE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

     INDICATE  BY  CHECK  MARK  WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED  TO  BE  FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING  THE  PRECEDING  12  MONTHS  (OR  FOR  SUCH SHORTER PERIOD THAT THE
REGISTRANT  WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING  REQUIREMENTS  FOR  THE  PAST  90  DAYS.

                               YES    X       NO
                                   ------        ------

     INDICATE  BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST  OF  THE  REGISTRANT'S  KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN  PART  III  OF THIS FORM 10-K OR ANY
AMENDMENT  TO  THIS  FORM  10-K.     [ X ]

     ON  SEPTEMBER  10,  2002,  THE  AGGREGATE  MARKET VALUE OF THE REGISTRANT'S
COMMON  STOCK  (BASED  UPON  THE  CLOSING SALES PRICE OF THE REGISTRANT'S COMMON
STOCK  ON THE AMERICAN STOCK EXCHANGE ON SUCH DATE) HELD BY NONAFFILIATES OF THE
REGISTRANT  WAS  APPROXIMATELY  $12,041,589.  (FOR  PURPOSES OF THIS REPORT, ALL
OFFICERS  AND DIRECTORS HAVE BEEN CLASSIFIED AS AFFILIATES, WHICH CLASSIFICATION
SHALL  NOT  BE  CONSTRUED  AS  AN  ADMISSION OF THE AFFILIATE STATUS OF ANY SUCH
PERSON.)

     ON  SEPTEMBER  10, 2002, THE REGISTRANT HAD OUTSTANDING 8,074,118 SHARES OF
COMMON  STOCK.

     DOCUMENTS  INCORPORATED  BY  REFERENCE:  PORTIONS OF THE REGISTRANT'S PROXY
STATEMENT  RELATING TO ITS ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER
21,  2002  ARE  INCORPORATED  INTO  PART  III  OF  THIS  REPORT  BY  REFERENCE.


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<PAGE>
                                     PART I

ITEM  1.     BUSINESS

      GENERAL

     The  Registrant  was  incorporated in New York in 1966 as Phase Industries,
Inc.,  and  changed  its name to American Technical Ceramics Corp. in June 1984.
The Registrant was merged into a Delaware corporation in 1985 in order to change
its  jurisdiction  of  incorporation.  Unless  the  context indicates otherwise,
references to the Registrant herein include American Technical Ceramics Corp., a
Delaware  corporation,  and  its  subsidiaries,  all  of which are wholly-owned.

     The  Registrant  designs,  develops,  manufactures  and  markets
RF/Microwave/Millimeter-Wave  ceramic  capacitors, thin film products, and other
passive  components. The Registrant's products are focused primarily in the high
reliability  market for ultra-high frequency ("UHF") and microwave applications,
including  wireless  electronics,  medical electronics, semiconductor equipment,
satellite  equipment  and  fiber  optics.  Capacitors function within electronic
circuits  by  storing  and  discharging precise amounts of electrical power. The
Registrant  believes  that it is a leading manufacturer of multilayer capacitors
("MLCs") for UHF and microwave applications. Selling prices for the Registrant's
MLCs  typically  range  from $.15 to $7.50 or higher, whereas selling prices for
commodity-type  MLC units typically range from $.005 to $.10. Thin film products
are  ceramic  substrates  on which circuit patterns are printed by means of thin
film  processes,  and  are  used  by  customers as building blocks in electronic
circuits.  Management  believes  the  Registrant  operates  in only one industry
segment  -  the  electronic  components  industry.

     Beginning  in  fiscal  year  ended  June  30, 2001, and continuing into the
fiscal  year ended June 30, 2002, the electronic components industry experienced
a  significant  slowdown  in  the  demand  for  its products, principally in the
telecommunications,  semiconductor  manufacturing  and fiber optic markets. This
slow-down  resulted  in  the  cancellation  of  certain  existing  orders  and a
substantially  reduced rate of incoming orders. The Registrant responded to this
situation  by  reducing  costs,  including through significant reductions in the
number  of  employees.  See  "Item  7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS".

      PRODUCTS

     The  Registrant's  traditional  line of MLCs are available in predominantly
four  physical  sizes designated "A" (.055 inch cube), "B" (.110 inch cube), "C"
(.250  inch  cube)  and  "E"  (.380  inch  cube); in three types of dielectrics:
low-loss  porcelain  (the  100  series),  zero  temperature coefficient (the 700
series)  and  high  dielectric  constant  (the  200 series); and in a variety of
capacitance  values.  The  100  series,  the Registrant's basic product line, is
widely  used  in  microwave  equipment.  The  700  series  has a slightly higher
dissipation  factor  (i.e.,  is  slightly  less  energy-efficient)  than the 100
series.  Because  of  its  lower  temperature coefficient, it is used in certain
UHF/Microwave  and  lower  frequency  applications.  The  200  series  has  high
packaging  density  and is used in microcircuits where high capacitance value is
needed  in  a  small space. The Registrant's traditional line of MLC's is one of
two  product  lines  that  accounts  for  more  than  10%  of  the  Registrant's
consolidated  revenue,  accounting  for  approximately  70%, 59% and 67%, of the
Registrant's  revenues  in  fiscal  years  2002,  2001  and  2000, respectively.

     The  Registrant's  MLCs  are  generally  designed  for critical performance
applications,  and  are characterized by a high degree of reliability, low power
dissipation  and  ruggedness.  The  MLCs  can  be  broadly  classified as either
commercial or "hi-rel", based primarily upon the amount of testing involved. All
are  subject  to  precise  measurement  of  capacitance,  dissipation factor and
insulation  resistance.  The  Registrant's  products  are used in commercial and
military  applications,  including wireless cellular and personal communications
systems  (PCS),  medical  imaging  (i.e.,  magnetic  resonance  imaging),  radio
frequency  power  sources  for  semiconductor  manufacturing,  satellite
communications,  numerous  aerospace  systems,  including  radar  and electronic
warfare,  and  certain  high-speed  digital  processing  equipment.


                                        2
<PAGE>
     Approximately  88%,  93%  and 92% of the Registrant's sales in fiscal years
2002,  2001 and 2000, respectively, were to commercial (i.e., applications other
than hi-rel) customers. For the fiscal years ended June 30, 2002, 2001 and 2000,
the  Registrant  estimates that approximately 12%, 7% and 8% of the Registrant's
sales,  respectively,  were  sales  of hi-rel products. See "Item 1. BUSINESS --
CUSTOMERS  AND  MARKETING  -- FOREIGN SALES" and Note 9 of Notes to Consolidated
Financial  Statements.

     Hi-rel  MLCs  are  principally  utilized in applications such as satellites
(including  commercial  communications  satellites),  high  performance military
aircraft,  spacecraft and missiles, and other defense applications such as radar
and  electronic  countermeasures.  The  Registrant  produces  its hi-rel MLCs to
precise  customer  specifications  and  subjects each hi-rel MLC to a battery of
performance and environmental tests. Such performance tests measure capacitance,
dissipation  factor,  insulation resistance and dielectric withstanding voltage.
The  environmental  tests are either designated by customers or specified by the
military  and  include temperature shock tests, humidity tests and tests of life
expectancy  at  elevated  temperature  and  voltage  levels.

     For  commercial  applications,  the  Registrant  produces  MLCs  to precise
performance  specifications  similar to hi-rel MLCs, individually tests them for
certain  electrical performance characteristics and conducts additional tests on
samples  from production lots. However, the Registrant does not subject all such
commercial  MLCs  to  environmental  tests.

     The  Registrant has historically pursued the high-performance MLC market in
which  its  products  are  typically  applied  in  the manufacture of high-value
capital  equipment  and which has commanded higher unit selling prices. The MLCs
required  for  many of these applications constitute a small part of the circuit
cost  and,  because  performance  requirements  are  stringent  and  the cost of
component  failure  high,  customers  have been willing to pay the price premium
associated  with higher performance products such as those the Registrant makes.
In  recent  years,  the  Registrant has automated its manufacturing processes to
enable  it to produce certain of its existing MLCs for the medium - priced niche
market  driven  by  wireless  base-station  infrastructure  applications.

     Recently,  the  Registrant  began marketing new capacitor products targeted
toward  higher volume markets. The first of these new products is the 600S which
is  targeted  toward  the high-performance, lower-priced segment of the wireless
industry. The 600S capacitor is smaller (.06" x .03" rectangle) and lower-priced
(approximately  two-thirds  the price of the lowest-priced comparable part) than
the  Registrant's  traditional  MLC's,  and  uses  a  new  ATC-developed ceramic
formulation  to optimize performance for cellular and PCS operating frequencies.
Sales  from  this  product  line,  which was formally launched on June 16, 2000,
amounted  to  approximately  4% of the Registrant's revenues in fiscal year 2002
and  2001,  and  less  than  1%  in  the  fiscal  year  ended  June  30,  2000.

     The  Registrant  also  offers specialized capacitors designed to perform at
frequencies  higher  than  the  useful  range  of  typical  microwave  MLCs. The
Registrant's  Microcap(R),  a  single  layer ceramic capacitor, was developed to
meet  certain  applications  where  small  size is critical and which operate at
frequencies  extending  higher  than  those for which MLCs are typically chosen.
Manufactured and sold in both hi-rel and commercial versions, these products are
used  in  wideband  wireless  data  communications,  satellite  communications,
military  systems  and other microwave and millimeter-wave applications. Another
product  tailored  to  the  same  market, the 500S Broadband Microwave Capacitor
(BMC),  was  introduced  in  June  1998.  This  product  is  based on a patented
construction designed to be compatible with customers' high-volume surface-mount
assembly  technologies.  Sales  of  these two product types combined amounted to
approximately  3%,  6%  and  5% of the Registrant's revenues in the fiscal years
ended  June  30,  2002,  2001  and  2000,  respectively.


                                        3
<PAGE>
     The Registrant has diversified its product line in recent years through the
development  of  custom  product capability based on thin film technologies. The
Registrant  produces  metallized circuits and passive components on high-quality
ceramic  substrates  to customers' drawings and specifications. Thin film layers
deposited  on  the  ceramic substrate may consist of a variety of materials with
specific  conductive,  resistive,  capacitive, and other properties enabling the
build-up  of  the  desired circuit pattern. As with a typical circuit board, the
customer  may then attach discrete components and chips to complete the circuit.
Thin  film  products  are used by the Registrant's customers in a broad range of
applications,  including  microwave  components,  fiber  optic  repeaters  and
high-density  packaging  of  devices,  typically  where  requirements  for  high
reliability,  small  size and dimensional precision are paramount. In the fiscal
years  ended  June  30,  2002,  2001  and  2000,  thin  film  sales  represented
approximately  17%,  24%  and  24%  of  the Registrant's revenues, respectively.

     In  June  2000,  the  Registrant  introduced  a line of high power, passive
resistive products. In fiscal year 2002, the Registrant added thin film resistor
manufacturing  capability  to  its resistive products line. Typically, thin film
resistors  offer  a  higher  degree of reliability and are better able to handle
power  than  their thick film counterparts. The Registrant's products, including
standard  resistors,  terminations,  attenuators  and other customized products,
consist  of resistive and conductive layers deposited on a substrate of aluminum
nitride,  a  base  material  chosen  for  its  high thermal conductivity and its
non-toxic properties. High power resistive products are used in many of the same
types  of  equipment  as the Registrant's capacitor products. Other applications
for  these  products,  which  reflect  an expansion of the Registrant's customer
base, include RF and microwave products, including power amplifiers, up and down
converters,  and  high  power  combiner/dividers. The markets for these products
include  the  wireless and telecommunication markets, including base station and
satellite  communications,  and  a  broad  range  of medical, military and other
commercial applications. Resistive product sales represented less than 1% of the
Registrant's  revenues  in  fiscal  years  2002,  2001  and  2000.

     In  fiscal  year  2002,  the  Registrant offered on a limited basis certain
products based upon a new high-density electronic packaging technology for radio
frequency  (RF) and microwave frequency broadband applications. This technology,
commonly  referred  to  as  Low Temperature Co-fired Ceramic (LTCC), is based on
high  performance  dielectric  ceramic  materials,  some  manufactured  by  the
Registrant and others purchased from leading electronic materials manufacturers.
Traditional  RF and microwave circuits have been limited in size and performance
by  the  use  of  only two dimensions to incorporate all RF elements and passive
components, such as inductors, capacitors and resistors. LTCC technology enables
the  user  to design circuits in the third dimension with the integration of the
RF  elements  and passive components in the body of the electronic circuit. LTCC
technology  also  provides  the  ability  to  design circuits with integrated RF
components  such  as  couplers,  power dividers/combiners, filters and impedance
transformers,  and passive devices. In the fiscal year ended June 30, 2002, LTCC
sales  accounted  for  less  than  1% of the Registrant's revenues. See "Item 1.
BUSINESS  --  MANUFACTURING  and  --  RESEARCH  AND  DEVELOPMENT."

      MANUFACTURING

     The manufacturing process for MLCs involves four primary stages. The first,
or "white room" stage, includes tape casting, multi-layer lamination, dicing and
firing  of  ceramic  chips.  In  this  phase,  layers of electrically conducting
material  are  printed  onto ceramic tape in patterns, which eventually form the
electrodes  of  the  capacitor.  The  screen-printing  technology  used  for the
printing  of  such  layers  is  referred  to  as "thick film". In the second, or
"termination"  stage, the ceramic chips are coated with silver. In the third, or
"finishing"  stage, the parts are then customized to specific order requirements
for  commercial  applications.  This stage includes, but is not limited to, chip
plating,  soldering  of  leads,  laser marking and chip packaging. The chips are
tested  electrically  and  inspected  throughout  the  entire  process.  If  the
customer's  specifications call for a higher level of performance assurance, the
parts are put through a fourth stage, the hi-rel stage, where additional testing
is  performed.


                                        4
<PAGE>
     The  Registrant currently manufactures MLCs at its facilities in Huntington
Station,  New York and Jacksonville, Florida. Its primary MLC manufacturing site
is  Huntington  Station,  consisting  of  three  facilities  which  aggregate
approximately 54,000 square feet. Two of these facilities house the Registrant's
state-of-the-art  chip  fabrication operations. These facilities are designed to
provide  optimum control of the Registrant's manufacturing processes and product
quality,  while  substantially  increasing  its  output  capability.

     During  fiscal  year  2000,  the  Registrant  completed  capacity expansion
projects  which  increased  chip  unit  throughput  approximately  threefold.
Additional  capacity  expansion projects completed prior to the third quarter of
fiscal year 2001 increased chip volume production capability by another 50% over
production  levels  possible  at  the  end  of fiscal year 2000. In addition, in
August  of  fiscal  year 2001, the Registrant purchased another building next to
its  existing  facilities  in  New  York  which  will  add  a  minimum of 22,000
additional square feet of production space to the New York facility complex when
such  space  is  required  to  support  capacity  expansion.

     The  Registrant  also  manufactures  capacitors  at  its  facility  in
Jacksonville,  Florida.  During  fiscal  years  2002  and  2001,  the Registrant
manufactured  the  500S and 600S series capacitors at its Jacksonville facility.
The  Jacksonville  facility is also the site of manufacture for the Registrant's
thin  film,  Microcap(R)  SLC,  resistor  and  LTCC  (Low  Temperature  Co-fired
Ceramics)  product  lines, and serves as the Registrant's new product technology
center.  During  fiscal  year 2002, the Registrant brought on line 38,000 square
feet  of  additional manufacturing space. The expansion included a 22,000 square
foot facility for thin film and 16,000 square feet for other purposes, including
commercial  manufacture  of  the  Registrant's  new  resistive  product  line.

     Portions  of  the  Jacksonville facility have been redesigned over the last
few  years in order to accommodate what the Registrant refers to as its "Factory
of  the  Future". Utilizing recently developed and acquired materials, processes
and  equipment,  the Registrant can manufacture MLC products at this facility at
higher  degrees  of precision and control and at a substantially lower cost with
accompanying  high  output.  Moreover,  the  manufacturing  operations  at  this
facility  are flexible, enabling the Registrant to produce ceramic structures of
a  wide  variety  of  sizes,  shapes  and  internal  configurations.

     As differentiated from the "thick film" technology used in MLC manufacture,
the  manufacture  of  thin film circuits involves a method for the deposition of
layers of conducting and other materials using "sputtering" technology. Also key
to  the  manufacture  of these products is the use of laser machining of ceramic
substrates.  Unlike  the  manufacture  of  capacitors,  where  all products flow
through  the  same  manufacturing  sequences, manufacturing processes for custom
thin  film  products  vary  significantly  in  accordance  with  each customer's
specifications.

     Microcap(R)  SLCs,  resistive  products, LTCC, and BMCs all utilize various
combinations  of  the production methods described in the preceding discussions.
The  manufacture  of each of these product lines involves dedicated equipment in
addition  to  sharing  equipment  used in connection with the manufacture of the
product  lines  previously  discussed.  During  fiscal year 2001, the Registrant
expanded its production capabilities for the Microcap(R) SLCs and established an
initial  production  line  for  resistive  products.

     In order to realize the potential of its expanding and diversifying product
lines  and  to more fully integrate all facets of its operations, the Registrant
is  in  the  process  of replacing its existing information system with a modern
Enterprise  Resource  Planning  System. Utilizing modern, commercially available
information  technology,  the  new  system  is  intended  to  provide  improved
functionality  and  efficiency  for better planning, control and responsiveness.
During  fiscal  year  2002,  the  Registrant implemented the first phase of this
system,  and  is  currently  planning  the  implementation  of the second phase.

     The  Registrant  utilizes  a  wide variety of specialized equipment for the
fabrication,  handling  and testing of its products, including equipment that it
has  designed and constructed. The Registrant considers its capability to create
its  own  unique  equipment  solutions  tailored  to the particular needs of its
product  lines  and  technologies  to  be  a  competitive  advantage.


                                        5
<PAGE>
     Before  full market introduction of a new product, the Registrant generally
establishes  a  production  line  for  the  product and manufactures substantial
quantities  to  evaluate and verify its ability to consistently meet quality and
performance  standards.  Such  efforts  involve  the  dedication  of  equipment,
materials  and  labor,  and,  to  the extent that these efforts do not result in
saleable product, all costs are expensed. During fiscal years 2001 and 2002, the
Registrant's  resistive  product  line  was in this phase of development. During
fiscal year 2002, the Registrant's LTCC product line was in this phase. In light
of  current  economic conditions and the complexity of the technology upon which
the  LTCC  product line is based, the Registrant has scaled back it efforts with
respect  to  the  development  of  this  product  line. See "Item 1. BUSINESS --
RESEARCH  AND  DEVELOPMENT."

     In fiscal year 2001, the Registrant completed the qualification of the 600S
product  line, and established a complete inventory staged for 24 hour delivery.
In  addition,  the  Registrant  added  to  its resistor product line a thin film
manufacturing method to better produce high power resistors. The Registrant also
extended  its  offering  of  resistor  products  to  include  terminations  and
attenuators,  products  which  complement  the  Registrant's  overall  product
offering.

     To  complement  its own manufacturing efforts and to provide a wide variety
of  product  offerings  to  its  customers, the Registrant has from time to time
entered  into  arrangements with other manufacturers to produce certain products
to  the  Registrant's specifications. These products accounted for approximately
5%  of  the  Registrant's  consolidated  revenues in fiscal years 2002 and 2001,
respectively,  and  2%  of  its  consolidated  revenues  in  fiscal  year  2000.

     The historical pattern of industry price declines has largely prevented MLC
producers,  including  the Registrant, from increasing prices and has forced the
Registrant and competitors to rely on advances in productivity and efficiency in
order  to improve profit margins. Accordingly, the Registrant continuously looks
to  improve the production yields and efficiency of its manufacturing processes.
The Registrant conducts continuous improvement programs targeted at streamlining
manufacturing  processes  and increasing yields, and has established statistical
process  control  techniques  for maintaining key process steps within specified
bounds  and  providing  data  to  support continuous improvement. For additional
information  with  respect  to yields and efficiencies, see "Item 1. BUSINESS --
RESEARCH  AND  DEVELOPMENT".

     During  fiscal  year  2002,  the Registrant's manufacturing facilities were
operated  under  ISO-9002  registration.

      CUSTOMERS AND MARKETING

     The  Registrant markets its products primarily to customers in the wireless
base-station  infrastructure, fiber optic telecommunications, military, medical,
semiconductor  manufacturing  and  aerospace  industries. The customers included
within these industries are manufacturers of microwave, high frequency and fiber
optic  systems,  subsystems  and  equipment,  including  original  equipment
manufacturers  (OEMs)  and  suppliers  thereto,  and  government contractors and
subcontractors. Most of the Registrant's products are used in the manufacture of
capital  equipment.

     The  Registrant  promotes  its  products  through  specialized trade shows,
industry  trade  journal advertisements, a site on the Internet's World Wide Web
and  catalog  direct  mail programs. In fiscal year 2000, the Registrant started
taking  orders,  on  a  limited  basis,  via  its  web  site.

     The  Registrant  shipped  to  over  1,800  customers in fiscal year 2002 as
compared  to  approximately  1,900  and 1,800 customers in fiscal years 2001 and
2000,  respectively.  The top ten customers combined accounted for approximately
29% of net sales in fiscal years 2002, 2001, and 35% of net sales in fiscal year
2000.  Sales  to  General  Electric  Company,  a  major medical electronics OEM,
accounted  for  approximately  10%  of the Registrant's net sales in fiscal year
2002.  No  customer accounted for more than 10% of the Registrant's net sales in
fiscal  year  2001. Sales to Tyco International LTD., a major telecommunications
OEM,  accounted  for  approximately  15% of the Registrant's net sales in fiscal
year  2000.


                                        6
<PAGE>
     The  Registrant  is  a  qualified  producer  of capacitors with the Defense
Logistics  Agency  of  the  United  States Department of Defense. This qualified
status  covers  several  varieties  and  types of capacitors. Maintenance of its
qualified producer status is critical in order for the Registrant to continue to
sell  its  hi-rel  military  product  line.  To  date,  the  Registrant  has not
encountered  any  difficulty  in maintaining its status as a qualified producer,
and  the  Registrant  believes  it  is  presently  the  only  supplier with such
qualification  for  some  of  these  product  types.

     The  Registrant  typically  sells  its  products  through  a combination of
logistics  arrangements  and  a  large number of individual purchase orders. The
individual  purchase  orders  are  often  subject to pricing agreements. Neither
pricing agreements nor logistics arrangements are firm purchase orders, but each
still  requires  that the Registrant commit to produce semi-finished or finished
goods  inventory  in  anticipation  of  receiving a purchase order for immediate
shipment.  The  supply  shortage for electronic components that had begun during
fiscal  year  2000  continued  into  the  first  half  of  fiscal year 2001. The
shortage,  which  was  exacerbated  by  historically  high  capital  expenditure
spending  as  a  percentage  of revenue by telecommunications service providers,
caused  customers  to  alter  their  buying  behaviors in an attempt to ensure a
source  of supply. As the shortage eased in the second half of fiscal year 2001,
customers  began to utilize their inventories of parts resulting in a decline in
orders.  In  fiscal  year  2002, customers reverted to their preferred method of
ordering  under  very  short  lead  times using pricing agreements and logistics
arrangements.  See "Item 1. BUSINESS -- SALES BACKLOG" and "Item 7. MANAGEMENT'S
DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND RESULTS OF OPERATIONS".

     Customers  are  invoiced  simultaneously  with  merchandise  shipments, and
invoices  are  generally  payable  on  a 30-day basis. Customers may also charge
their  purchases  through  the  use  of  a  credit/debit card. Sales returns are
authorized  and  accepted by the Registrant in the normal course of business. An
evaluation  of the returned product is performed and typically results in either
a  credit  or  a  shipment  of  replacement product to customers. The Registrant
believes  that  it  has  provided  an  adequate  reserve  for  returns  in  the
accompanying  consolidated  financial  statements.

     In the United States, the Registrant principally sells its products through
independent  sales representatives who are compensated on a commission basis. In
foreign  countries, the Registrant historically has utilized both resellers, who
purchase  products from the Registrant for resale, and sales representatives. In
fiscal  year  2000,  the  Registrant  established  a  wholly-owned subsidiary in
Stockholm,  Sweden.  During fiscal year 2002, the Registrant elected to dissolve
its  subsidiary  in  the  United  Kingdom  and expanded the scope of the Swedish
subsidiary's activities to serving most of the Registrant's customers in Europe,
thereby  reducing  the  Registrant's  reliance  on  resellers  and  sales
representatives  in  this  area.  The  Registrant continues to rely primarily on
local,  independently-owned  resellers  and independent sales representatives in
all  other  foreign  markets.

     During  fiscal  year  2002,  the  Registrant  established  a  wholly-owned
subsidiary  in the United States which will in turn establish a representative's
office  in  the  People's  Republic  of  China.  This representative's office is
intended  to  service  the  growing  market  in  China.

     At  June  30,  2002,  the  Registrant  utilized  approximately  16  sales
representative  organizations  in  the  United States and approximately 16 sales
representative  and  reseller  organizations  in  foreign countries, principally
Europe,  Canada  and  the  Far  East. The Registrant's sales representatives and
resellers  generally  have substantial engineering expertise, which enables them
to  assist  the  Registrant  in  providing  a  high  level  of service to assist
customers  in  generating  product  specifications and in providing applications
assistance  and  maintaining  contact with key customers. The Registrant employs
regional sales managers to supervise its sales representatives and resellers and
a staff of sales and applications specialists to provide direct contact with and
support  to  customers.  See  "Item 1. BUSINESS -- FOREIGN SALES" and Note 9. of
Notes  to  Consolidated  Financial  Statements.


                                        7
<PAGE>
      FOREIGN SALES

     In fiscal years 2002, 2001 and 2000, sales to customers located outside the
United  States  constituted  35%,  28%  and  26% of net sales, respectively. The
Registrant's  foreign  customers are located primarily in Europe, Canada and the
Far East. See "Item 1. BUSINESS -- CUSTOMERS AND MARKETING" and Note 9. of Notes
to  Consolidated  Financial  Statements.  Export  sales  were  made  through the
Registrant's  foreign  sales corporation subsidiary until January 2002, at which
time  the  subsidiary  was  liquidated.  All  foreign sales, except sales by the
Registrant's  wholly-owned  subsidiary  in  Stockholm,  Sweden  (and,  until its
dissolution  in  fiscal  year  2002,  its  subsidiary  in  Sussex, England), are
denominated  in  United States dollars. In certain circumstances, the Registrant
attempts  to  reduce the risk of doing business in foreign countries through the
use  of  prepayment  and by working closely with its foreign representatives and
distributors  in  assessing  business  environments.

      SALES BACKLOG

     The  Registrant's sales backlog was $9,310,000, $16,153,000 and $26,130,000
at  June  30, 2002, 2001 and 2000, respectively. Backlog generally consists of a
combination  of the Registrant's standard products and custom manufactured parts
that require a longer lead time to produce. Historically, the long-term trend in
customer  requirements for the Registrant's standard products was toward shorter
lead  times.  However, during fiscal year 2000 and the first half of fiscal year
2001,  a  supply  shortage  in  the  electronics  component  marketplace  caused
customers  to  change their typical buying behavior to ensure an adequate source
of  supply.  This  buying  pattern changed abruptly in the latter half of fiscal
year 2001, primarily as a result of the slowdown in the wireless infrastructure,
fiber  optic  and  semiconductor manufacturing equipment sectors. The Registrant
experienced  order  cancellations  and  decreased bookings from its customers in
these  industries as they attempted to rationalize their inventory levels to the
demand for their products. In fiscal year 2002, customers returned to historical
patterns  of  ordering  with  shorter  lead times, and this trend is expected to
continue  for  the  foreseeable  future.  See "Item 1. BUSINESS -- CUSTOMERS AND
MARKETING".

     The  Registrant  offers its Quik-Pick 48 Hour System(R) program pursuant to
which  products  are  shipped within 48 hours from the time the order is placed.
This  program has consistently gained in popularity with its customers. In order
to offer this program, the Registrant has to maintain higher inventory levels of
certain products in proportion to total sales than it had in the past and higher
than  those  maintained  by  some  other  capacitor  manufacturers.  The  future
contribution of the Quik-Pick program to the financial results of the Registrant
depends  critically  on  the Registrant's ability to accurately predict customer
demand  for  the  various  products  offered  through  the  program.

      RESEARCH AND DEVELOPMENT

     The technology upon which the Registrant's products are based is subject to
continued  development  of  materials  and  processes to meet the demands of new
applications  and  increased  competition.  The  Registrant  pursues  a
process-oriented  strategy  in  which  it  conducts  efforts aimed at developing
integrated  sets  of materials and associated processes and equipment to provide
the  capability to create new or enhanced classes of products. Once a new set of
technologies  is established, the Registrant then seeks to develop and introduce
various  products  using  such  technologies. The Registrant believes its future
successes  depend  upon  its  ability  to  identify  the requirements for future
products  and  product  enhancements,  and to define, implement and successfully
employ  the  technologies  needed  to  meet those requirements. Accordingly, the
Registrant  believes  that  its research and development efforts are critical to
its  continued  success.

     The  Registrant conducts most of its research and development activities at
its facility in Jacksonville, Florida. Activities are focused on the development
of  new products and improvement of existing products. Improvements in materials
and process technology, and the development of specialized production equipment,
are  directed  toward  reducing  product  cost, as well as enhancing performance
requirements  that  are  identified  through  frequent  customer contacts by the
Registrant's  sales  and  technical  personnel.  Products  are  introduced after
extensive in-house testing and evaluations at selected customer sites. See "Item
1.  BUSINESS  --  MANUFACTURING".


                                        8
<PAGE>
     The  Registrant  often  pursues  programs with individual customers whom it
considers  to  be  leaders  in  their  respective  industries to develop special
products  to meet their specific requirements. The Registrant typically conducts
such  programs  when  it  believes  such  products  have  potential applications
reaching  well  beyond  the  initial  customer's  requirements. The Registrant's
expansion of the 600S product line arose from one such program conducted in past
years.

     In  light  of  the  downturn  in  the economy, during fiscal year 2002, the
Registrant  focused  its  research  and  development efforts on enhancements and
extensions  to its core product lines. For example, the Registrant continued its
efforts  on  developing  enhancements  to its line of specialty higher frequency
capacitors.  The  Registrant  also  continued  development activities on its new
resistive  product line by adding thin film resistor manufacturing capability to
its resistive products line. Typically thin film resistors offer a higher degree
of  reliability  and  are  better  able  to  handle  power than their thick film
counterparts.  The thin film capability also allows for the development of finer
line  width and resolution, which is used in the manufacture of higher frequency
termination  and  attenuators.  See  "Item  1.  BUSINESS  --  PRODUCTS".

     The  Registrant also continued the development of the technology underlying
its  LTCC initiative, albeit at a slower pace. While the Registrant continues to
believe  in  the  long-term  prospects for this technology, LTCC is an extremely
complicated  project  that  will  require  the development and refinement of new
processes  before  products  using  this  technology  can  be  commercialized.

     Expenditures  for  research  and development were approximately $3,652,000,
$4,180,000  and  $2,770,000  in  fiscal years 2002, 2001 and 2000, respectively,
representing  approximately  7%,  5%  and  4%  of  net  sales, respectively. The
Registrant anticipates that research and development expenditures in fiscal year
2003, expressed as a percentage of net sales, will decrease somewhat compared to
fiscal  year  2002.

      RAW MATERIALS

     The  principal  raw  materials  used  by  the  Registrant  include  silver,
palladium,  gold, other precious metals and titanate, and other powders that are
used  in  ceramic  manufacture. Precious metals are available from many sources,
although  palladium  is  generally available only from a limited number of metal
dealers  who obtain their product requirements from the Republic of South Africa
or  the  Russian Federation. The major consumers of palladium are the automotive
and  electronics  industries.

     In  fiscal year 2002, in an effort to align its inventory of palladium with
current and anticipated demand, the Registrant sold a substantial portion of its
palladium  inventory  to  one  of  its vendors in an arms-length transaction for
approximately  $3.3  million. The Registrant believes that it maintains adequate
inventories  of  palladium  and  believes it will be able to purchase additional
quantities  of  palladium  in  the ordinary course of business. In addition, the
Registrant's  newer  products  are  being  designed to minimize or eliminate the
usage  of  palladium.  See  "Item  7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF
FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS"


                                        9
<PAGE>
      COMPETITION

     Competition  in  the  broad  MLC  industry  continues to be intense and, in
general,  is  based  primarily  on price. In the hi-rel and UHF/Microwave market
segment,  where price has historically been less important, competition has been
based primarily on high performance product specifications, achieving consistent
product  reliability,  fast  deliveries and high levels of customer service. The
Registrant  believes  any  competitive  advantage  it  may have results from its
ability  to achieve consistent quality and reliability, fast deliveries and high
levels  of  customer  service.  Potential  growth  of  some  commercial  market
applications  may  in the future increase the competitive importance of price in
this  market.  The  Registrant  believes it competes in the UHF/Microwave market
with  several  other  manufacturers, both domestically and abroad, including AVX
Corporation,  Dover  Corporation,  Tekelek, Spectrum Control, Murata Electronics
North America and Taiyo Yuden, most of which are larger and have broader product
lines  and  greater  financial,  marketing  and  technical  resources  than  the
Registrant.  There  are  other  large  commodity-type MLC manufacturers who have
attempted  to  develop  products for the UHF/Microwave market segment. While the
Registrant believes these efforts have not produced significant results to date,
there  can  be  no  assurance  that  such  efforts will not be successful in the
future.  New  product  developments  may  lead the Registrant into markets where
there are existing competitors that may have significantly greater financial and
technical resources and greater expertise in mass production techniques than the
Registrant.

      ENVIRONMENTAL COMPLIANCE

     The  Registrant  produces  hazardous  waste  in  limited  quantities in the
production  of  its  products.  Accordingly,  the  Registrant's  manufacturing
operations  are subject to various federal, state and local laws restricting the
discharge  of  such  waste into the environment. The Registrant recycles some of
its  hazardous  wastes  and disposes of the remainder through licensed carriers,
which are required to deposit such waste at licensed waste sites. The Registrant
believes  that  it  is in material compliance with all applicable federal, state
and  local  environmental  laws and does not currently anticipate having to make
material  capital  expenditures  to  remain  in  material  compliance therewith.

      PATENTS AND PROPRIETARY INFORMATION

     Although  the  Registrant  has manufacturing and design patents and pending
patent  applications,  and  although  the  Registrant  will continue to seek the
supplemental  protection afforded by patents, the Registrant generally considers
protection  of  its  products, processes and materials to be more dependent upon
proprietary  knowledge  and  on rapid assimilation of innovations than on patent
protection.  The  Registrant's porcelain and ceramic formulations are considered
trade  secrets,  which  are  protected by internal non-disclosure safeguards and
employee  confidentiality  agreements.  There can be no assurance that the steps
taken  by  the  Registrant  to  protect  its  rights  will  be adequate to deter
misappropriation,  or  that  an  independent  third  party  will  not  develop
functionally  equivalent  technology.

      EMPLOYEES

     At  June 30, 2002, the Registrant employed 309 persons at its facilities in
New  York,  of which five were employed on a part-time basis; 161 persons at its
facilities  in  Florida,  of which three were employed on a part-time basis; and
nine  persons  in  sales  offices  in Europe. Of the 479 persons employed by the
Registrant,  386  were  involved  in manufacturing and testing activities and as
support  personnel,  69  were  involved  in  selling, general and administrative
activities, and 24 were involved in research and development activities. None of
the  Registrant's employees are covered by collective bargaining agreements. The
Registrant  considers  its  relations  with  its  employees  to be satisfactory.


                                       10
<PAGE>
      CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

     Statements in this Annual Report on Form 10-K under the captions "Business"
and  "Management's Discussion and Analysis of Financial Condition and Results of
Operations",  as  well  as statements made in press releases and oral statements
that may be made by the Registrant or by officers, directors or employees of the
Registrant  acting  on  the  Registrant's  behalf  that  are  not  statements of
historical  fact,  constitute "forward-looking statements" within the meaning of
the  Private  Securities  Litigation  Reform  Act  of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
could cause the actual results of the Registrant to be materially different from
the  historical  results or from any future results expressed or implied by such
forward-looking  statements.  The cautionary statements set forth below identify
certain  factors  that  could  cause such differences. In addition to statements
which explicitly describe risks and uncertainties, readers are urged to consider
statements  labeled with terms such as "believes", "belief", "expects", "plans",
"anticipates",  or "intends" to be uncertain and forward-looking. All cautionary
statements  made  in  this  Annual  Report  on Form 10-K should be read as being
applicable  to  all related forward-looking statements wherever they appear. Any
forward-looking  statement represents the Registrant's expectations or forecasts
only  as  of  the date it was made and should not be relied upon as representing
its  expectations  or  forecasts  as  of  any  subsequent  date.  The Registrant
undertakes  no  obligation  to correct or update any forward-looking statements,
whether  as a result of new information, future events or otherwise, even if its
expectations  or  forecasts  change.

     The Registrant's products are used in the production of a variety of highly
complex  electronic  products  manufactured  for the military and for commercial
use.  Accordingly, demand for the Registrant's products is highly dependent upon
demand for the products in which they are used. From time to time, including the
present,  the  Registrant's  results  have been negatively impacted by a general
decrease  in  demand for technology and electronic products in the United States
and  abroad.  There  can  be no assurance that the demand for such products will
increase  or  that,  even  if  it does increase, the demand for the Registrant's
products  will  increase.  In  addition,  there  can  be  no  assurance that the
Registrant  will  not  receive  order cancellations after orders are booked into
backlog.

     The  Registrant  produces and ships product based upon orders received from
its  customers.  If these orders are cancelled prior to shipment it could affect
the  Registrant's  profitability.  See  "Item  1.  BUSINESS  --  CUSTOMERS  AND
MARKETING."

     The  Registrant  offers a broad variety of products to its customers. Gross
margins can vary significantly from product to product and across product lines.
Accordingly,  a  change  in  the mix of products sold by the Registrant during a
particular  period could lead to distinctly different financial results for that
period  as  compared  to  other  periods.

     The Registrant expects that international sales will continue to constitute
a  substantial  portion of its total sales. These sales expose the Registrant to
certain risks, including, without limitation, barriers to trade, fluctuations in
foreign  currency  exchange rates (which may make the Registrant's products less
price  competitive),  political  and  economic  instability, changes in monetary
policy,  tariff  regulations  and  other  United  States  and  foreign  laws and
regulations  that  may apply to the export of the Registrant's products, as well
as  the  generally  greater  difficulties  of  doing  business  abroad.

     During  the  Registrant's fiscal year ended June 30, 2002, the Registrant's
ten  largest  customers  accounted  for  approximately  29%  of  net  sales. The
Registrant  expects  that  sales  to a relatively small number of customers will
continue  to  account  for  a  significant  portion  of  its  net  sales for the
foreseeable future. A loss of one or more of such key customers could affect the
Registrant's  profitability.  See "Item 1. BUSINESS -- CUSTOMERS AND MARKETING."

     The technology upon which the Registrant's products are based is subject to
continuous  development of materials and processes. The Registrant's business is
in large part contingent upon the continuous refinement of its technological and
engineering  expertise  and  the  development  of  new  or enhanced products and
technologies  to  meet  the  rapidly  developing demands of new applications and
increased  competition.  There  can  be  no  assurance  that the Registrant will
continue  to  be  successful  in  its  efforts to develop new or refine existing


                                       11
<PAGE>
products,  that  such  new  products will meet with anticipated levels of market
acceptance  or that the Registrant will otherwise be able to timely identify and
respond  to  technological  improvements  made  by  its competitors. Significant
technological  breakthroughs by others could also have a material adverse effect
on  the  Registrant's  business.

     The  Registrant's  business  may  be  adversely affected by difficulties in
obtaining  raw  materials  and  other  items  needed  for  the production of its
products, the effects of quality deviations in raw materials and fluctuations in
prices  of such materials. Palladium, a precious metal used in the production of
the  Registrant's  capacitors,  is  currently available from a limited number of
metal  dealers  who  obtain  product  from  the  Republic of South Africa or the
Russian  Federation.  Recently,  the  Registrant  reduced  the  level  of  its
inventories  of  palladium  on hand. See "Item 1. BUSINESS -- RAW MATERIALS" and
"Item  7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS".  Accordingly,  a prolonged cessation or reduction of exports of
palladium  by  the  Republic  of  South  Africa  or the Russian Federation, or a
significant  increase  in  the price of palladium, could have a material adverse
effect  on  the  Registrant's  business.

     Certain raw materials used by the Registrant may fluctuate in price. To the
extent  that  the Registrant is unable to pass on increases in the costs of such
materials  to  its customers, this may adversely affect the gross profit margins
of  those  products  using  such  materials.

     Competition  in  the  MLC  industry  is  intense  and, in general, is based
primarily on price. In the hi-rel and UHF/Microwave market segments, where price
has  historically  been  less important, competition has been based primarily on
high  performance  product  specifications,  achieving  consistent  product
reliability, fast deliveries and high levels of customer service. The Registrant
competes with a number of large MLC manufacturers who have broader product lines
and  greater  financial,  marketing and technical resources than the Registrant.
Growth  of some commercial market applications has increased, and is expected to
continue  to  increase,  the  competitive  importance  of price. There can be no
assurance  that  the  Registrant  will  be  able to improve the productivity and
efficiency  of  its  manufacturing  processes  in  order  to  respond to pricing
pressures, or to successfully design new processes and products, and the failure
to  do  so  could  have  a material adverse effect on the Registrant's business.

     The  Registrant  produces  limited  quantities  of  hazardous wastes in the
production  of  its capacitors. Accordingly, the inherent risks of environmental
liability  and  remediation costs associated with the Registrant's manufacturing
operations  may  result  in  substantial  unforeseen  liabilities.

     The  Registrant  has  not  received  any  claims  that  its products or the
technologies upon which they are based infringe the intellectual property rights
of  others.  Any  such  claims  in the future may result in the Registrant being
required  to enter into royalty arrangements, cease manufacturing the infringing
products  or  utilizing  the  infringing  technologies,  pay  damages  or defend
litigation,  any  of  which  could  have  a  material  adverse  effect  on  the
Registrant's  business.

     The  Registrant's  business  may  also be adversely affected by matters and
events  affecting businesses generally, including, without limitation, political
and  economic events, labor unrest, acts of God, war and other events outside of
the  Registrant's  control.


                                       12
<PAGE>
ITEM 2.     PROPERTIES

     The  Registrant's  primary  production facilities are located in Huntington
Station,  New  York  and  Jacksonville,  Florida.  The  Registrant's  principal
executive  office  is located in Huntington Station, New York, and its principal
research  and  development  facility  is  located  in Jacksonville, Florida. The
following  table  sets forth the address of each facility, its primary function,
the square footage occupied by the Registrant and whether the facility is leased
or  owned.

<TABLE>
<CAPTION>

ADDRESS OF FACILITY           PRIMARY FUNCTION                  SQUARE FOOTAGE OCCUPIED  TYPE OF OCCUPANCY
----------------------------  --------------------------------  -----------------------  ----------------------
<S>                           <C>                               <C>                      <C>

10 Stepar Place
Huntington Station, New York  Production                                   10,900        Owned

11 - 13 Stepar Place
Huntington Station, New York  Future production use                        22,000        Owned

15 Stepar Place               Production
Huntington Station, New York                                               35,000        Leased from Principal
                                                                                         Stockholder (1)
One Norden Lane
Huntington Station, New York  Production                                    8,400        Owned

17 Stepar Place
Huntington Station, New York  Corporate, sales, administration             18,000        Owned

2201 Corporate Square Blvd.   Production, research
Jacksonville, Florida         and development                              99,700        Leased from Principal
                                                                                         Stockholder (1)

8810 Corporate Square Court
Jacksonville, Florida         Production                                    7,500        Leased

Ellipsvaegen 5
SE-141 75                     Sales and
Kugens Kurva, Sweden          distribution office                           2,400        Leased

Leihen Mansion 2307
No. 40 Fuming Road,
Futian Dist. Shenzhen         Sales office                                    863        Leased
</TABLE>

(1)  See  "Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and Notes 4.
     and  7.  of  Notes  to  Consolidated  Financial  Statements.

     In fiscal year 2001, the Registrant purchased a 22,000 square foot facility
adjacent  to  its  existing  New York facilities. This new facility is currently
idle,  but  is  expected  to  be  used  for  future  production  capacity.

     In  fiscal year 2002, the Registrant added approximately 38,000 square feet
to  its Jacksonville facilities for various purposes, including expansion of its
thin  film  capacity  and  to  accommodate  commercial  manufacture  of  its new
resistive  product  line.  See  "Item  1.  BUSINESS  --  MANUFACTURING".

ITEM 3.     LEGAL PROCEEDINGS

     The  Registrant is not currently a party to any material legal proceedings.


                                       13
<PAGE>

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

     No  matters were submitted to a vote of security holders during the quarter
ended  June  30,  2002.


      EXECUTIVE OFFICERS

     The  executive  officers  of  the  Registrant  are  as  follows:

     Victor Insetta, age 62, co-founded the Registrant in 1966 and has served as
President and Chief Executive Officer and a director of the Registrant since its
organization.

     Richard  Monsorno,  age  50, has been employed by the Registrant in various
capacities  since 1983. In August 1996, he was appointed Senior Vice President -
Technology.

     Kathleen  M.  Kelly, age 48, has been employed by the Registrant in various
capacities  since 1974. She has served as Vice President - Administration and as
corporate  Secretary  since  November  1989.

     David  P. Ott, age 60, joined the Registrant in June 1999 as Vice President
-  New  York  Manufacturing,  and  in  December  2000, was appointed Senior Vice
President,  New  York  Manufacturing.  From  1997  until  his  employment by the
Registrant, he served as Chief Operating Officer of Great Lakes Industries, LLC,
a  manufacturer  of metal and ceramic materials. In 1997, prior to joining Great
Lakes,  he  was a Senior Management Consultant for Murak and Associates, LLC, an
executive  consulting  firm.

     Judah Wolf, age 56, has been managing the Registrant's thin film operations
in  Jacksonville, Florida since 1993. In 1999, he was appointed Vice President -
Thin  Film  Operations.  In August 2001, he was appointed Senior Vice President,
Thin  Film  Products.

     Stephen  Beyel,  age  38,  joined  the Registrant as a RF Engineer in 1988.
Since  1991,  he  has  held various managerial positions within the Registrant's
Sales  Department.  He  was  appointed  Vice  President, Sales in November 2000.

     Andrew  R.  Perz,  age 43, has been with the Registrant as Controller since
1998,  and  was  appointed Vice President, Controller in November 2000. Prior to
his  employment  by  the  Registrant, he held a financial management position at
Lumex  Inc.  from  July  1989  to  January  1998.

     Harrison  Tarver,  age  56,  has been employed by the Registrant in various
capacities  since  1973, principally in positions relating to quality assurance.
He  was  appointed  Vice  President,  Quality  Assurance  in  December  2000.

     The  officers  serve  at the discretion of the Board of Directors and there
are  no  family relationships among the officers listed and any directors of the
Registrant.


                                       14
<PAGE>
                                    PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      MARKET INFORMATION

     The  Registrant's  common  stock  is  traded on the American Stock Exchange
("AMEX")  under  the symbol "AMK". The table below sets forth the quarterly high
and low sales prices for the common stock on the AMEX for the fiscal years ended
June  30,  2002  and  June  30,  2001.

                                   FISCAL 2002          FISCAL 2001
                                 ---------------      ---------------
             Quarter Ended:       High     Low         High     Low
             --------------      ------  -------      ------  -------
             September           $10.85  $  7.50      $35.88  $ 11.50
             December             10.85     8.00       18.60     8.40
             March                11.50     7.60       18.50     8.70
             June                  8.90     5.00       13.40     6.65

      NUMBER OF STOCKHOLDERS

     As of September 10, 2002, there were approximately 313 holders of record of
the  Registrant's common stock. The Registrant believes numerous shares are held
of  record  by  brokerage  and  other  institutional  firms for their customers.

      DIVIDENDS

     The  Registrant  has not paid any cash dividends on its common stock during
the  past  two fiscal years.  It is the present policy of the Registrant's Board
of  Directors  to  retain  earnings to finance the expansion of the Registrant's
operations  and  not  to  pay  cash  dividends  on  its  common  stock.

      SALES OF UNREGISTERED SECURITIES

     In July 2000, the Registrant issued an aggregate of 18,000 shares of common
stock  to  seven  officers  and  two  other  employees  as  stock  bonuses.

     In July 2000, the Registrant issued 2,000 shares of common stock to each of
its  five  non-employee  directors  as  a  stock  bonus.

     In March 2001 and in June 2001, the Registrant issued an aggregate of 9,750
shares,  of  common  stock  to  twelve  employees  as  a  stock  bonus.

     In  June  2001  and again in July 2002, pursuant to the terms of employment
agreements between the Registrant and three key employees, the Registrant issued
1,000  shares  of  common  stock,  in  each  month,  to  each of such employees.

     In  June  2001, the Registrant awarded 1,000 shares of common stock to each
of  its  five non-employee directors and 1,000 shares of common stock to each of
six  officers  as  stock  bonuses.  The  shares  were  issued  in  July  2001.

     In  June  2002,  pursuant  to the terms of employment agreement between the
Registrant  and  a  key  employee,  the Registrant issued 2,000 shares of common
stock  to  such  employee.

     In  June  2002, the Registrant awarded 1,000 shares of common stock to each
of  seven  officers  as  stock  bonuses.


                                       15
<PAGE>
     None of the shares listed above were registered under the Securities Act of
1933 in reliance on the exemption provided by Section 4(2) thereunder or because
they  were  issued  in  a  transaction  that did not constitute a sale requiring
registration  under  the  Securities  Act  of  1933.

ITEM 6.     SELECTED FINANCIAL DATA

     The  following  information  should  be  read  in  conjunction  with  the
Consolidated  Financial  Statements  and Notes thereto and other information set
forth  following  Item 14. of this report. The Consolidated Financial Statements
include  the  operations  of  the  Registrant and its wholly-owned subsidiaries,
American  Technical Ceramics (Florida), Inc., American Technical Ceramics Europe
AB,  Phase  Components  Ltd.  and  American  Technical  Ceramics  China  Ltd.

<TABLE>
<CAPTION>

                                                       FISCAL YEARS ENDED JUNE 30,
                                                       ---------------------------
                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                --------------------------------------------

                                                  2002     2001     2000     1999     1998
                                                --------  -------  -------  -------  -------
<S>                                             <C>       <C>      <C>      <C>      <C>
INCOME STATEMENT DATA:
Net sales (1). . . . . . . . . . . . . . . . .  $49,585   $84,585  $66,692  $37,688  $40,516
                                                --------  -------  -------  -------  -------
Gross profit (1) . . . . . . . . . . . . . . .  $ 9,528   $36,350  $29,946  $13,838  $16,941
                                                --------  -------  -------  -------  -------
(Loss)/income from operations. . . . . . . . .  $(6,529)  $16,167  $14,065  $ 3,136  $ 6,499
                                                --------  -------  -------  -------  -------
Net (loss)/income. . . . . . . . . . . . . . .  $(4,243)  $10,332  $ 9,071  $ 2,129  $ 4,202
                                                --------  -------  -------  -------  -------
Basic net (loss)/income per common share . . .  $ (0.53)  $  1.30  $  1.18  $  0.28  $  0.54
                                                --------  -------  -------  -------  -------
Diluted net (loss)/income per common share . .  $ (0.53)  $  1.24  $  1.11  $  0.28  $  0.52
                                                --------  -------  -------  -------  -------
Cash dividends paid per common share . . . . .  $     -   $     -  $     -  $     -  $     -
                                                --------  -------  -------  -------  -------

BALANCE SHEET DATA:
Property, plant and equipment, . . . . . . . .  $29,740   $32,089  $22,902  $18,791  $17,703
                                                --------  -------  -------  -------  -------
Total assets . . . . . . . . . . . . . . . . .  $66,574   $76,576  $59,787  $43,622  $42,329
                                                --------  -------  -------  -------  -------
Long-term debt, less current portion . . . . .  $ 2,368   $ 7,211  $ 3,486  $ 3,691  $ 3,338
                                                --------  -------  -------  -------  -------
Working capital. . . . . . . . . . . . . . . .  $28,375   $33,662  $27,087  $19,160  $18,119
                                                --------  -------  -------  -------  -------
<FN>
(1)  Amounts for periods prior to fiscal year 2001 have been restated to reflect
     the adoption of Emerging Issues Task Force Issue No. 00-10, "Accounting for
     Shipping and Handling Fees and Costs" ("EITF No. 00-10"), effective July 1,
     2000.

(2)  Per share data was revised to reflect the 2-for-1 stock split of the
     Registrant's common stock effected in the form of a 100 percent stock
     dividend effective April 24, 2000.
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>
QUARTERLY FINANCIAL DATA:
(unaudited)     (In thousands, except per share amounts)

                                                            BASIC           DILUTED
                                                          NET (LOSS)       NET (LOSS)
                                           NET INCOME       /INCOME         /INCOME
QUARTER ENDED  NET SALES   GROSS PROFIT     /(LOSS)     PER SHARE  (1)   PER SHARE (1)
-------------  ----------  -------------  ------------  ---------------  --------------
<S>            <C>         <C>            <C>           <C>              <C>

Fiscal 2002
-------------
September      $   13,905  $       4,361  $       298   $         0.04   $        0.04
December           11,582          2,336       (1,038)           (0.13)          (0.13)
March              11,956          2,544       (1,057)           (0.13)          (0.13)
June               12,142            287       (2,446)           (0.30)          (0.30)
               ----------  -------------  ------------  ---------------  --------------
    Total      $   49,585  $       9,528  $    (4,243)  $        (0.53)  $       (0.53)
               ----------  -------------  ------------  ---------------  --------------

Fiscal 2001
-------------
September      $   20,897  $       9,139  $     2,595   $         0.33   $        0.31
December           21,326          8,858        2,445             0.31            0.30
March              23,359          9,974        2,959             0.37            0.35
June               19,003          8,379        2,333             0.29            0.28
               ----------  -------------  ------------  ---------------  --------------
    Total      $   84,585  $      36,350  $    10,332   $         1.30   $        1.24
               ----------  -------------  ------------  ---------------  --------------
<FN>
(1)  Earnings per share amounts for each quarter are required to be computed
     independently. As a result, their sum does not equal the total year
     earnings per share amounts for basic and diluted earnings per share in
     fiscal year 2002.
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The  following  information  should  be  read  in  conjunction  with  the
Consolidated  Financial  Statements  and Notes thereto and other information set
forth following Item 14. of this Report. Net sales for fiscal year 2000 has been
restated  to reflect the adoption of EITF 00-10 as discussed in Item 6. See also
"CAUTIONARY  STATEMENTS  REGARDING FORWARD-LOOKING STATEMENTS" in Part I of this
Report.

     The  Registrant's  financial results have varied widely over the past three
fiscal  years.  Fiscal  year  2000  began  with  a  rapid  increase in revenues,
primarily  as  a  result  of the explosive growth in markets that the Registrant
serves,  such  as  the  wireless  infrastructure  and  fiber optics markets. The
Registrant  undertook  a  rapid and substantial capacity expansion program in an
attempt  to  keep up with market demand. As customers in these markets purchased
more  and  more  product  from the electronic components industry, strong demand
from  other  market  sectors  followed  as customers in these sectors reacted in
order to reserve capacity for their needs. This continued through the first half
of  fiscal  year  2001.

     In  the  second  half  of  fiscal  year  2001,  demand  from  the  wireless
infrastructure  and  fiber  optics  markets  plummeted.  The  Registrant and its
competitors  experienced  not  only  a  decline  in  order  intake,  but  also a
significant  increase  in  order  cancellations.  As  capacity became available,
customers  in  other industries no longer needed to place orders months into the
future,  and  drastically cut back their orders, setting off a massive inventory
correction  across virtually all of the industries the Registrant serves. By the
end  of  fiscal  year  2001,  the  Registrant  began  cost  control  measures to
compensate  for  the  resultant  downturn.

     During  the  second  half  of  fiscal year 2001, the Registrant was able to
maintain  a  relatively  high  level of sales due to a strong backlog of orders.
However,  its book-to-bill ratio (the ratio of net order bookings divided by net
sales)  was  below  1.0  and,  as  a  result,  over  time, the backlog declined.


                                       17
<PAGE>
     The  industry's  inventory  correction  continued through fiscal year 2002.
Price  competition  increased  as  all  companies  in the electronics components
industry  had  increased capacity in a now much smaller market. As a result, the
Registrant  took  further  steps  to  control  costs  during  fiscal  year 2002.

          RESULTS OF OPERATIONS

      FISCAL YEAR 2002 COMPARED WITH FISCAL YEAR 2001

     Net  sales  for  the  fiscal  year  ended June 30, 2002 were $49,585,000, a
decrease  of 41% from the $84,585,000 recorded in the fiscal year ended June 30,
2001.  Domestic  sales  decreased by 47% to $32,459,000 in fiscal year 2002 from
$60,964,000  in  fiscal  year  2001.  International  sales  decreased  by 27% to
$17,126,000  in  fiscal  year  2002  from  $23,621,000  in fiscal year 2001. The
decrease in total net sales resulted primarily from a decrease in demand for the
Registrant's  products in both foreign and domestic markets across virtually all
product  lines.

     Following the dramatic decrease in orders in the second half of fiscal year
2001,  orders  remained  low  throughout  fiscal year 2002. Although the rate of
cancellations  has  returned  to  historical  levels,  the  Registrant  has  not
experienced  any  significant increase in order levels. Total bookings in fiscal
year  2002  were  $42,976,000,  compared  to  $76,286,000  in  fiscal year 2001,
representing  a  decline  of  approximately  44%.  Orders  from customers in the
wireless  infrastructure,  fiber optic and semiconductor manufacturing equipment
markets  remain  significantly  below  the  levels obtained in the first half of
fiscal  year  2001.  These  customers  are  heavily dependent on activity in the
telecommunications  industry which remains depressed. Accordingly, it is unclear
when  orders  may  be  expected  to  increase.

     The  Registrant  has  responded  to  the  decrease  in  business  levels by
instituting a series of cost reduction initiatives. During fiscal year 2002, the
Registrant  implemented  a  series  of  workforce  reductions,  scaled  back its
research  and development efforts and significantly reduced capital spending. In
addition, in the fourth quarter of fiscal year 2002, the Registrant sold a large
portion  of  its  palladium raw material inventory (a precious metal used in the
manufacture  of  certain  core  products)  that  it deemed to be excess based on
anticipated  business  levels for $3.3 million. The Registrant recognized a loss
of  $1,360,000  (after  tax),  or  $.17  per share, during the fourth quarter of
fiscal  year  2002  as  a  result  of  this  transaction.

     The Registrant expects sales to continue at lower levels in future quarters
until  bookings  increase.  The  Registrant currently expects that bookings will
gradually  increase over the next few quarters, but will remain at significantly
lower  levels  in fiscal year 2003 compared to the peak levels in the first half
of  fiscal  year  2001.  The  increases  are  anticipated  to be in part from an
increase  in  orders  for  existing  products,  and  in part due to sales of new
product  offerings  which  the  Registrant  expects  to  introduce in the coming
quarters.

     Gross margins were 19% of net sales in fiscal year 2002, compared to 43% in
fiscal  year  2001.  The decrease in gross margins was primarily attributable to
lower  sales  in  relation  to  fixed  costs, the loss on the sale of palladium,
inventory  write-downs to net realizable value as a result of excess quantities,
customer  requirements  and  other  causes,  and  a  reduction  of benefits from
reclaiming  activity,  offset  partially  by  the  net  effect  of the workforce
reductions  and  other  cost  controls  discussed  above.

     Operating expenses totaled $16,057,000, or 32% of net sales, in fiscal year
2002,  compared  to  $20,183,000,  or 24% of net sales, in fiscal year 2001. The
decrease  in  operating  expenses from the prior fiscal year was attributable to
decreased  staff  as  a  result  of the cost reduction measures discussed above,
lower commissions related to the lower sales volume, lower bonus accruals due to
decreased  profitability,  and  decreased  research  and  development  spending,
partially  offset  by  severance  costs  and  other  restructuring  costs  of
approximately  $406,000.  As a percentage of sales, operating expenses increased
due  to  the  lower  level  of  sales  and the fixed nature of certain expenses.


                                       18
<PAGE>
     Net  interest  expense  was  $305,000  in fiscal year 2002, compared to net
interest  expense  of $226,000 in fiscal year 2001. The increase in net interest
expense  was  attributable  to decreased interest income due to lower prevailing
interest  rates, offset partially by an increase in cash available for investing
and  lower  interest  expense  on  loans.

     The  effective  income tax rate for fiscal year 2002 was 37.1%, as compared
to 35.0% for fiscal year 2001. The increase in the effective income tax rate was
due  to  operating  losses  and  the  impact  of  certain  credits.

     As  a  result  of  the  foregoing,  the  Registrant  reported a net loss of
$4,243,000,  or  ($.53)  per  common  share  (($.53)  per  common share assuming
dilution), for fiscal year 2002, compared to net income of $10,332,000, or $1.30
per  common  share  ($1.24  per common share assuming dilution), for fiscal year
2001.

          FISCAL YEAR 2001 COMPARED WITH FISCAL YEAR 2000

     Net  sales  for  the  fiscal  year ended June 30, 2001 were $84,585,000, an
increase  of 27% from the $66,692,000 recorded in the fiscal year ended June 30,
2000.  Domestic  sales  increased by 23% to $60,964,000 in fiscal year 2001 from
$49,646,000  in  fiscal  year  2000.  International  sales  increased  by 39% to
$23,621,000  in  fiscal  year  2001  from  $17,046,000  in fiscal year 2000. The
increase  in  total  net sales resulted primarily from an increase in demand for
the  Registrant's  core capacitor products in both foreign and domestic markets,
primarily  in  the  first  six  months  of  fiscal  year  2001.

     During  the  first  half  of  fiscal year 2001, the significant increase in
customer orders which began during fiscal year 2000 continued. This increase was
evident  in  all  market  sectors,  but  was  most  pronounced  in  the wireless
infrastructure,  fiber  optic and semiconductor manufacturing equipment sectors.
In  the  second half of fiscal year 2001, customer orders declined significantly
due  to  slowdowns  in these markets. As a result, total bookings in fiscal year
2001  were  $76,286,000  compared  to  record  bookings  in  fiscal year 2000 of
$82,521,000,  a  decline  of  approximately  8%.

     During  the  first half of the fiscal year ended June 30, 2001, many of the
Registrant's  customers  changed  their  ordering patterns to protect themselves
against  potential  supply  shortages.  These  customers  reverted back to prior
practices of placing long-term orders to lock in supplier commitments (in recent
years, customer ordering patterns have trended toward smaller volume orders with
shorter  lead  times).  This  trend  changed  abruptly in the latter half of the
fiscal  year,  primarily  as  a  result  of  the  slowdown  in  the  wireless
infrastructure,  fiber  optic and semiconductor manufacturing equipment sectors.
The  Registrant  experienced order cancellations and decreased bookings from its
customers  in  these industries as they attempted to rationalize their inventory
levels  to  the  demand  for  their  products.

     Gross margins were 43% of net sales in fiscal year 2001, compared to 45% in
fiscal  year  2000.  The decrease in gross margins was primarily attributable to
higher  costs for palladium, costs associated with initial production of several
new  product  initiatives and inventory write-downs to net realizable value as a
result  of the economic slowdown during the second half of fiscal year 2001, and
to  a  lesser  extent,  certain  non-recurring  charges primarily related to the
retirement  of  certain  equipment.

     Operating expenses totaled $20,183,000, or 24% of net sales, in fiscal year
2001,  compared  to  $15,881,000,  or 24% of net sales, in fiscal year 2000. The
increase  in  operating  expenses  from  the  prior  fiscal  year  was primarily
attributable  to  increased  staff to support the higher volume of transactions,
higher  commissions  related  to the higher sales volume, and increased research
and  development  spending  for  the  development  of  new  products.

     Net  interest  expense  was  $226,000  in fiscal year 2001, compared to net
interest  expense  of  $40,000 in fiscal year 2000. The increase in net interest
expense  was  attributable to increases in loan balances during fiscal year 2001
in  support of capital expansion as compared to fiscal year 2000, and a decrease
in  interest  income  on  cash  and  investments due to lower cash available for
investing.

     The  effective  income  tax  rate for both fiscal year 2001 and fiscal year
2000  was  35.0%.

     As  a  result  of  the  foregoing,  the  Registrant  reported net income of
$10,332,000,  or  $1.30  per  common  share  ($1.24  per  common  share assuming
dilution),  for fiscal year 2001, compared to net income of $9,071,000, or $1.18
per  common  share  ($1.11  per common share assuming dilution), for fiscal year
2000.


                                       19
<PAGE>
      LIQUIDITY AND CAPITAL RESOURCES

     The  Registrant's  financial  position  at  June 30, 2002 remains strong as
evidenced  by  working  capital  of  $28,375,000, compared to working capital of
$33,662,000  at  June  30, 2001. The Registrant's current ratio at June 30, 2002
was  4.4:1,  compared to 4.2:1 at June 30, 2001. The Registrant's quick ratio at
June  30,  2002  increased  to  2.0:1,  compared  to  1.6:1  at  June  30, 2001.

     Cash and investments increased to $10,154,000 at June 30, 2002, compared to
$5,179,000  at June 30, 2001. The increase in cash and investments was primarily
the  result  of  the  sale  of  excess  palladium described above, lower capital
expenditures  and  collections  of  accounts  receivable.  Accounts  receivable
decreased  by $5,202,000 to $6,328,000 at June 30, 2002, compared to $11,530,000
at  June 30, 2001. The decrease in accounts receivable was attributable to lower
sales volume throughout fiscal year 2002. Inventories decreased by $9,151,000 to
$15,417,000  at  June  30,  2002,  compared to $24,568,000 at June 30, 2001. The
decrease  is  primarily  the  result  of  the  sale of excess palladium, planned
reductions  commensurate with lower business levels and the writedown of certain
inventory  to  net  realizable  value. The Registrant continues to maintain high
finished  goods  inventory  levels  to keep customer lead times to a minimum and
maintain  good  customer  service.  Other current assets increased by $1,275,000
primarily due to increased income tax receivables as a result of losses incurred
in  fiscal  2002.

     Current  portion  of  long-term debt increased $3,399,000 to $4,276,000, at
June 30, 2002 compared to $877,000 at June 30, 2001. The increase in the current
portion  of  long-term  debt  is  due to bank debt becoming due as the result of
covenant  violations  as discussed below. Accounts payable decreased by $877,000
to  $878,000  at  June  30,  2002,  compared to $1,755,000 at June 30, 2001. The
decrease  in  accounts  payable  was  the result of reduced spending for capital
expenditures  and  raw  material  due to the economic slowdown. Accrued expenses
decreased  by  $3,017,000 to $3,218,000 at June 30, 2002, compared to $6,235,000
at  June 30, 2001. The decrease in accrued expenses was due to lower commissions
and  bonuses  payable  due  to declining sales and income. The Registrant has an
income  tax  receivable of $1,795,000 at June 30, 2002, compared to a payable of
$1,759,000  at  June  30,  2001,  due  to  losses  incurred in fiscal year 2002.

     The  Registrant  leases  its  facility  in  Jacksonville,  Florida  from  a
partnership  controlled  by  the Registrant's President, Chief Executive Officer
and  principal stockholder under a capital lease. The rental payments under this
lease  have  been  adjusted  several  times, most recently as of September 2002,
primarily  to  reflect  certain  additions  to  the  facility  and  market value
adjustments  as  required  by  the  terms  of  the  lease based upon independent
appraisals.  See  "Item  2.  PROPERTIES".  Effective  September  1,  2002,  the
Registrant  is  obligated  to  pay  approximately  $720,000 per annum under this
lease, an increase from $461,000 per annum during fiscal year 2002. The payments
due  over  the remaining nine years of this capital lease, including the portion
related  to  interest,  total  approximately  $6,480,000.  See "Item 13. CERTAIN
RELATIONSHIPS  AND  RELATED  TRANSACTIONS"  and Note 4. of Notes to Consolidated
Financial  Statements.

     At  June  30, 2002, the Registrant had available two credit facilities with
Bank of America, N.A. ("Bank of America"): a $4,000,000 revolving line of credit
against  which  no borrowings were incurred, and an $8,500,000 equipment line of
credit  against  which  the Registrant had borrowings of $4,047,000 outstanding.
Both  lines bore interest at 1 % above the one month LIBOR rate or approximately
3.3%  at  June 30, 2002. The outstanding principal balance of the equipment line
rolled  over periodically into a self-amortizing term note of not less than four
nor  more  than  seven  years.

     Each of these credit facilities was subject to certain financial covenants,
including  maintenance  of  asset  and  liability  percentage  ratios.  One such
covenant  required  the  Registrant  to  maintain  a certain level of annualized
earnings  before  interest,  taxes,  depreciation  and  amortization (EBITDA) to
current  debt  plus  annual  interest  payments. As of June 30, 2002, due to the
losses  incurred  by  the Registrant during fiscal year 2002, the Registrant was
not  in compliance with this covenant. The Registrant held discussions with Bank
of America concerning possible amendments to the terms of these facilities which
proved  to be unsuccessful. Accordingly, in July 2002, the Registrant repaid the
outstanding  balance  of  the  equipment  facility  and terminated both of these
facilities.


                                       20
<PAGE>
     In  May  2001,  the  Registrant entered into an uncommitted credit facility
with  European  American  Bank  ("EAB"),  which  was succeeded by Citibank, N.A.
("Citibank").  The  facility  contemplated a $5,000,000 equipment line of credit
and  a  $2,000,000  unsecured  term  loan line.  Both lines bore interest at the
Registrant's  option  at either the Citibank prime rate or 1 % above the Reserve
Adjusted  LIBOR  (as  defined),  were subject to certain financial covenants and
required approval from Citibank prior to any borrowing.  Any outstanding balance
six  months after the term loan line was made available and at expiration of the
line  was  to  automatically  convert  into  fully  amortizing term loans with a
maturity  of five years bearing interest at the same rate as the equipment loan.
This  facility  was  scheduled  to  expire  in  January  2002  but  was extended
month-to-month until May 2002, at which time it was not renewed.  The Registrant
had  not  incurred  any  borrowings  under  this  facility.

     In August 2000, the Registrant secured a $795,000 mortgage loan form EAB in
connection  with  its purchase of the facility at 11-13 Stepar Place, Huntington
Station,  New  York.  Citibank  succeeded to this loan as successor to EAB.  The
loan  was  to be repaid in 120 equal monthly installments over 10 years and bore
interest  at  1  %  above the six month LIBOR rate.  The mortgage was subject to
certain  financial  covenants,  including  maintenance  of  asset  and liability
percentage  ratios.  In  June  2002, the Registrant repaid the remaining balance
due  under  this  loan.

     The  Registrant  is  negotiating the terms of a one year uncommitted credit
facility  with a major bank. Under the terms being discussed, the Registrant may
request  advances  under  the  facility  from time to time up to an aggregate of
$5,000,000. The bank would have the right, in its sole discretion, to approve or
reject  any  such  advance.  Any  advance  made  would  bear  interest,  at  the
Registrant's  option,  at  the  bank's  prime  rate  or  1  3/4% above LIBOR (as
defined).  There  can be no assurance that these negotiations will result in the
Registrant  obtaining  a new credit facility or that, if obtained, the bank will
approve  any request by the Registrant for an advance thereunder. The Registrant
believes  that  cash on hand, investments and cash flow from operations, will be
sufficient  to fund its ongoing cash requirements, in the event we are unable to
negotiate  a  new  facility.

     Capital  expenditures  for  the  fiscal  year  ended  June 30, 2002 totaled
$3,156,000,  including  expenditures  for  machinery  and  equipment and planned
leasehold  improvements.  The  Registrant  intends  to  use  cash  on hand, cash
generated  through operations, and available credit, if any, to finance budgeted
capital  expenditures,  primarily  for  equipment  acquisition, of approximately
$3,000,000  in  fiscal  year  2003.

     Aggregate  contractual  obligations  as of June 30, 2002 mature as follows:

<TABLE>
<CAPTION>


                                   Payments Due by Period (in 000's)
                               -----------------------------------------
                                        Less
                                       than 1    1-3     4-5    After 5
Contractual Obligations        Total    year    years   years    years
-----------------------------  ------  -------  ------  ------  --------
<S>                            <C>     <C>      <C>     <C>     <C>
Bank Debt                      $4,047  $ 4,047  $  ---  $  ---  $    ---
Capital Lease Obligations       2,597      229     791     656       921
Operating Leases                  189      146      43     ---       ---
                               ------  -------  ------  ------  --------
Total Contractual Obligations  $6,833  $ 4,422  $  834  $  656  $    921
                               ======  =======  ======  ======  ========
</TABLE>

     As  described  above,  in  July 2002, the Registrant repaid the outstanding
balance  of its equipment line from Bank of America. Accordingly, the Registrant
currently  has  no  outstanding  long-term debt, or available committed lines of
credit.


                                       21
<PAGE>
     The  Registrant  routinely  enters  into  binding  and non-binding purchase
obligations  in  the ordinary course of business, primarily covering anticipated
purchases  of  inventory and equipment. The terms of these commitments generally
do  not  extend  beyond  six  months. None of these obligations are individually
significant.  The  Registrant  does  not  expect  that  these  commitments  will
materially  adversely  affect  its  liquidity  in  the  foreseeable  future.

   CRITICAL ACCOUNTING POLICIES

     The  Securities  and Exchange Commission ("SEC") issued disclosure guidance
for  "critical  accounting  policies."  The  SEC  defines  "critical  accounting
policies"  as those that require the application of management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about  the  effect  of  matters  that are inherently uncertain and may change in
subsequent  periods.  The  Registrant's  significant  accounting  policies  are
described in Note 1. to its consolidated financial statements contained in "Item
8.  FINANCIAL  STATEMENTS AND SUPPLEMENTARY DATA" of this report. The Registrant
believes  that  the  following  accounting  policies  require the application of
management's  most  difficult,  subjective  or  complex  judgments:

      ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE

     The  Registrant  performs  ongoing  credit evaluations of its customers and
adjusts  credit  limits  based  upon  payment  history  and a customer's current
creditworthiness,  as  determined by its review of the customer's current credit
information.  The Registrant continuously monitors collections and payments from
its  customers and maintains an allowance for estimated credit losses based upon
its  historical  experience and any specific customer collection issues that the
Registrant  has  identified.  While  such  credit  losses have historically been
within  the  Registrant's  expectations  and  the  allowances  established,  the
Registrant  cannot guarantee that it will continue to experience the same credit
loss  rates  that  it  has  in  the  past.  Should the financial position of its
customers deteriorate resulting in an impairment of their ability to pay amounts
due,  the  Registrant's revised estimate of such losses and any actual losses in
excess  of  previous  estimates  may  negatively  impact  its operating results.

      SALES RETURNS AND ALLOWANCES

     In  the  ordinary  course  of  business,  the Registrant accepts returns of
products  sold  for  various  reasons  and grants sales allowances to customers.
While  the  Registrant engages in extensive product quality control programs and
processes,  its  level  of sales returns is affected by, among other things, the
quality  of its manufacturing process. The Registrant maintains an allowance for
sales  returns  and  allowances  based  upon  historical  returns and allowances
granted.  While  such  returns  and allowances have historically been within the
Registrant's  expectations,  actual return and allowance rates in the future may
differ  from  current  estimates,  which  could  negatively impact its operating
results.

      INVENTORY VALUATION

     The  Registrant  values inventory at the lower of aggregate cost (first-in,
first-out)  or market. When the cost of inventory is determined by management to
be  in  excess  of  its  market  value  such  inventory,  is written down to its
estimated  net  realizable value. This requires the Registrant to make estimates
and assumptions about several factors (e.g., future sales quantities and selling
prices,  and  percentage  complete  and failure rates for work in process) based
upon  historical  experience  and its projections for future periods. Changes in
factors  such  as the level of order bookings, the product mix of order bookings
and the Registrant's manufacturing processes could have a material impact on the
Registrant's  assessment of the net realizable value of inventory in the future.


                                       22
<PAGE>
      VALUATION OF DEFERRED TAX ASSETS

     The  Registrant  regularly  evaluates  its  ability to recover the reported
amount  of  its deferred income taxes considering several factors, including its
estimate  of  the  likelihood  of  the  Registrant generating sufficient taxable
income  in  future  years  during  the  period  over which temporary differences
reverse. Presently, the Registrant believes that it is more likely than not that
it  will  realize the benefits of its deferred tax assets based primarily on its
history  of  and projections for taxable income in the future, and its intention
to  carry  back  net  operating  losses  to  generate  refunds  of  income taxes
previously  paid.  In the event that actual results differ from its estimates or
the  Registrant  adjusts  these  estimates in future periods, the Registrant may
need to establish a valuation allowance against a portion or all of its deferred
tax  assets,  which could materially impact its financial position or results of
operations  in  future  periods.

      VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

     The  Registrant  assesses  the recoverability of long-lived assets whenever
the  Registrant determines that events or changes in circumstances indicate that
the  carrying  amount  may not be recoverable. Its assessment is primarily based
upon  its  estimate  of  future  cash  flows  associated  with these assets. The
Registrant  believes  that  the  carrying  amount  of  its  long lived assets is
recoverable.  However,  should its operating results continue to deteriorate, or
anticipated  new  product  launches  not  occur  or  not  attain  the commercial
acceptance  that  the  Registrant anticipates, the Registrant may determine that
some  portion  of  its  long-lived assets are impaired. Such determination could
result  in non-cash charges to income that could materially affect its financial
position  or  results  of  operations  for  that  period.

      INFLATION

     The  Registrant  does  not  expect  the  effects  of  inflation  to  have a
significant  impact  on  its  liquidity  or  results  of  operations.

      ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

     In  July 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  ("SFAS  No.  143").  SFAS  No.  143 addresses financial accounting
requirements  for  retirement obligations associated with retirement of tangible
long-lived  assets  and  for the associated asset retirement costs. SFAS No. 143
requires a company to record the fair value of an asset retirement obligation in
the  period  in  which  it  incurred  a  legal  obligation  associated  with the
retirement  of  tangible  long-lived  assets  that results from the acquisition,
construction  development and/or normal use of the asset. The company is also to
record  a corresponding increase to the carrying amount of the related asset and
to  depreciate that cost over the life of the asset. The amount of the liability
is  changed at the end of each period to reflect the passage of time and changes
in  estimated  future  cash  flows.  SFAS  No. 143 is effective for fiscal years
beginning  after  June  15, 2002. The Registrant adopted SFAS No. 143, effective
July  1,  2002.  Such  adoption  had  no  impact  on  its consolidated financial
statements.

     In  August  2001, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No. 144, "Accounting for the Impairment of
Disposal  of Long-Lived Assets" ("SFAS No. 144"), which supercedes statement No.
121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to  be  Disposed  of"  ("SFAS  No.  121"). Although it retains the basic
requirements  of  SFAS  No.  121 regarding when and how to measure an impairment
loss,  SFAS No. 144 provides additional implementation guidance. SFAS No. 144 is
effective  for  fiscal  years  beginning after December 15, 2001. The Registrant
adopted SFAS No. 144, effective July 1, 2002. Such adoption had no impact on its
consolidated  financial  statements.


                                       23
<PAGE>
     In  June 2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 146, "Accounting for Costs Associated with
Exit  or  Disposal  Activities" ("SFAS No. 146"), which is effective for exit or
disposal  activities initiated after December 31, 2002.  SFAS No. 146 applies to
costs associated with an exit activity (including restructuring costs) or with a
disposal  of long-lived assets.  Companies will record exit or disposal costs as
incurred  and  such  liabilities will be at fair value.  The Registrant does not
expect  the  adoption  of  SFAS  No.  146  to  have  a  material  impact  on its
consolidated  results  of  operations  or  financial  position.

      MARKET RISKS

     The  Registrant  has identified four market risks relative to its business:
interest  rate  risk,  foreign currency exchange rate risk, commodity price risk
and security price risk. The Registrant has managed its market risk exposures in
order to minimize their potential impact on its consolidated financial condition
and  results  of  operations.  Specifically:

 a)  Interest  rate  risk.  In light of the Registrant's existing cash balances,
     --------------------
     and  that the Registrant's bank debt was paid in full shortly after the end
     of  the  fiscal  year,  it  does  not  believe that a significant change in
     interest  rates  would  have  a  significant  impact  on  its  consolidated
     financial  position.  See  "Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS -- LIQUIDITY AND CAPITAL
     RESOURCES".

 b)  Foreign  currency  exchange  rate  risk. With the exception of sales by the
     ---------------------------------------
     Registrant's  wholly-owned  subsidiary, in Sweden (which are denominated in
     Krona), all transactions are, or are anticipated to be, denominated in U.S.
     Dollars.  At  the  present time, the contribution of this subsidiary to the
     Registrant's  consolidated  results  of  operations is not significant. See
     Note  9.  of  Notes  to  Consolidated  Financial  Statements.  Accordingly,
     fluctuations  in exchange rates would not presently have a material adverse
     effect  on  the  Registrant's  operations.

 c)  Commodity  price  risk.  Following  substantial  reductions in the price of
     ----------------------
     palladium, prices for this precious metal, which is used in the manufacture
     of  the  Registrant's  capacitors,  have  stabilized.  Accordingly,  the
     Registrant has sold a majority of its stock of this raw material. See "Item
     7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF  OPERATIONS -- LIQUIDITY AND CAPITAL RESOURCES." The Registrant believes
     that,  based  upon  its  current  levels  of  production and inventories of
     palladium,  it will need to buy additional quantities of palladium later in
     the  next  fiscal  year  at  prevailing  market  prices.  Additionally, the
     Registrant  believes  that the price of palladium will remain stable due to
     the  lower  demand  coming  from  the  electronics  industry.

 d)  Security  price  risk.  The  Registrant's  current  portfolio of marketable
     ---------------------
     securities consists of U.S. Treasury notes with varying maturities of up to
     ten  years.  The Registrant believes it can effectively manage any exposure
     resulting  from  declining  prices  by holding any securities which decline
     substantially  in  value  until  maturity.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Registrant's  Consolidated  Financial Statements and the Notes thereto
begin  on  page  F-2  of  this  report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

     None.


                                       24
<PAGE>
                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information set forth under the caption "Election of Directors" in the
Registrant's  Proxy  Statement  to  be  furnished  in connection with its Annual
Meeting  of  Stockholders to be held November 21, 2002 is hereby incorporated by
reference.


ITEM 11.     EXECUTIVE COMPENSATION

     The information set forth under the caption "Executive Compensation" in the
Registrant's  Proxy  Statement  to  be  furnished  in connection with its Annual
Meeting  of  Stockholders to be held November 21, 2002 is hereby incorporated by
reference.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table details securities authorized for issuance under equity
compensation  plans  as  of:

<TABLE>
<CAPTION>

                                                                                          Number of securities
                                                                                        remaining available for
                                                                                         future issuance under
                              Number of securities to                                     equity compensation
                              be issued upon exercise     Weighted-average exercise         plans (excluding
                              of outstanding options,        price of outstanding       securities reflected in
                                warrants and rights      options, warrants and rights         column (a))
Plan category                           (a)                          (b)                          (c)
<S>                           <C>                       <C>                             <C>

Equity compensation plans
approved by security holders          919,800                    $   8.98                          722,900
</TABLE>

     The  Registrant  has  no  securities  authorized  for issuance under equity
compensation  plans  that  have  not  been  approved  by  security  holders.

     The  information set forth under the caption "Security Ownership of Certain
Beneficial  Owners  and  Management"  and the information relating to beneficial
ownership  of  the  Registrant's  common  stock  in  the table under the caption
"Election  of  Directors" in the Registrant's Proxy Statement to be furnished in
connection  with its Annual Meeting of Stockholders to be held November 21, 2002
is  hereby  incorporated  by  reference.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  set  forth  under  the caption "Certain Relationships and
Related  Transactions"  in  the  Registrant's Proxy Statement to be furnished in
connection  with its Annual Meeting of Stockholders to be held November 21, 2002
is  hereby  incorporated  by  reference.

ITEM  14.    CONTROLS  AND  PROCEDURES

     Not  applicable.


                                       25
<PAGE>
                                    PART IV

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  FINANCIAL STATEMENTS                                               PAGE NO.
      --------------------                                              --------

     Index to Consolidated Financial Statements. . . . . . . . . . . .       F
     Independent Auditors' Report. . . . . . . . . . . . . . . . . . .       F-1
     Consolidated Financial Statements
          Balance Sheets as of June 30, 2002 and 2001  . . . . . . . .       F-2
          Statements of Operations
             Fiscal Years Ended June 30, 2002, 2001 and 2000 . . . . .       F-3
          Statements of Stockholders' Equity and Comprehensive Income (Loss)
             Fiscal Years Ended June 30, 2002, 2001 and 2000 . . . . .       F-4
          Statements of Cash Flows
             Fiscal Years Ended June 30, 2002, 2001 and 2000 . . . . .       F-5
          Notes to Consolidated Financial Statements . . . . . . . . .       F-6

(b)  REPORTS ON FORM 8-K
     -------------------

     The Registrant did not file any reports on Form 8-K during the last quarter
of  the  period  covered  by  this  Report.

(c)  EXHIBITS
     --------

     Unless  otherwise  indicated,  the following exhibits were filed as part of
the  Registrant's  Registration  Statement  on  Form  S-18 (No. 2-96925-NY) (the
"Registration  Statement")  and are incorporated herein by reference to the same
exhibit  thereto:

EXHIBIT NO.      DESCRIPTION
-----------      -----------

3(a)(i)     -     Certificate of Incorporation of the Registrant.

3(a)(ii)    -     Amendment  to  Certificate  of  Incorporation.  (4)

3(b)(i)     -     By-laws  of  the  Registrant.

9(a)(i)     -     Restated  Shareholders' Agreement, dated April 15, 1985, among
                  Victor Insetta, Joseph Mezey, Joseph Colandrea and the
                  Registrant.

10(b)(i)    -     Amended and Restated Lease, dated September 25, 1998,
                  between Victor Insetta, d/b/a Stepar Leasing Company, and
                  the Registrant for premises at 15 Stepar Place, Huntington
                  Station, N.Y. (9)

10(c)(i)    -     Form  of  1985  Employee  Stock  Sale  Agreement  between the
                  Registrant and various employees.

10(c)(ii)   -     Form  of Employee Stock Bonus Agreement, dated as of July 1,
                  1993, between the Registrant and various employees. (3)

10(c)(iii)  -     Form  of  Employee Stock Bonus Agreement, dated as of April
                  19, 1994, between the Registrant and various employees. (3)


                                       26
<PAGE>
10(c)(iv)   -     Form  of  Employee  Stock Bonus Agreement, dated as of April
                  20, 1995, between the Registrant and various employees. (4)

10(e)(i)    -     Second  Amended and Restated Lease, dated as of May 16, 2000,
                  between V.P.I. Properties Associates, d/b/a V.P.I.
                  Properties Associates, Ltd., and American Technical Ceramics
                  (Florida), Inc. (13)

10(f)       -     Purchase  Agreement,  dated  May 31, 1989, by and among Diane
                  LaFond Insetta and/or Victor D. Insetta, as custodians for
                  Danielle and Jonathan Insetta, and American Technical
                  Ceramics Corp., and amendment thereto, dated July 31, 1989.(4)

10(g)(iii)  -     Profit  Bonus Plan, dated April 19, 1995, and effective for
                  the fiscal years beginning July 1, 1994. (4)

10(g)(iv)   -     Employment  Agreement,  dated  April 3, 1985, between Victor
                  Insetta and the Registrant, and Amendments No. 1 through 4
                  thereto. (2)

10(g)(v)    -     Amendment  No.  5,  dated  as  of  September  11,  1998,  to
                  Employment Agreement between Victor Insetta and the
                  Registrant. (8)

10(g)(vi)   -     Managers  Profit  Bonus  Plan,  dated  December 7, 1999, and
                  effective January 1, 2000. (12)

10(h)       -     Employment  Agreement,  dated  September 1, 2000, between the
                  Registrant and Richard Monsorno. (14)

10(k)       -     Consulting Agreement, dated October 2000, between the
                  Registrant and Stuart P. Litt. (14)

10(m)(i)     -    American Technical Ceramics Corp. 1997 Stock Option Plan. (7)

10(m)(ii)    -    American  Technical  Ceramics  Corp.  2000 Incentive Stock
                  Plan. (12)

10(o)(i)     -    Loan  Agreement,  dated  November  25,  1998,  between  the
                  Registrant and NationsBank, N.A. (10)

10(o)(ii)    -    Amendment to Loan Agreement, dated February 4, 1999, between
                  the Registrant and NationsBank, N.A. (12)

10(o)(iii)   -    Second  Amendment  to Loan Agreement, dated April 13, 2000,
                  between the Registrant and Bank of America, N.A., as
                  successor to NationsBank, N.A. (12)

10(o)(iv)    -    Third  Amendment  to Loan Agreement, dated October 26, 2000,
                  between the Registrant and Bank of America, N.A., as
                  successor to NationsBank, N.A. (15)

10(o)(v)     -    Fourth Amendment to Loan  Agreement, dated March 30, 2001,
                  between the Registrant and Bank of America, N.A., as
                  successor to NationsBank, N.A. (15)

10(p)       -     Second Amended and Restated Employment Agreement, dated as of
                  December 31, 2001, between Judah Wolf and the Registrant. (17)

10(q)       -     Mortgage Note between American Technical Ceramics Corp. and
                  European American Bank, N.A., dated as of August 17, 2000.(13)

10(r)       -     Employment  Agreement,  dated  April  10,  2001,  between  the
                  Registrant and David Ott. (15)


                                       27
<PAGE>
10(r)(i)    -     Amendment  to  Employment  Agreement,  dated as of January 1,
                  2001, between David Ott and the Registrant. (17)

10(s)       -     Loan  Agreement,  dated  May 8, 2001, between the Registrant
                  and European American Bank, N.A. (16)

21          -     Subsidiaries  of  the  Registrant.  (18)

23          -     Consent  of  KPMG  LLP  (18)

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

1.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1989.

2.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1993.

3.   Incorporated  by reference to the Registrant's Annual Report on Form 10-KSB
     for  the  fiscal  year  ended  June  30,  1994.

4.   Incorporated  by reference to the Registrant's Annual Report on Form 10-KSB
     for  the  fiscal  year  ended  June  30,  1995.

5.   Incorporated  by reference to the Registrant's Annual Report on Form 10-KSB
     for  the  fiscal  year  ended  June  30,  1996.

6.   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  March  31,  1997.

7.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1997.

8.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1998.

9.   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  September  30,  1998.

10.  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  December  31,  1998.

11.  Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1999.

12.  Incorporated  by reference to the Registrant's Annual Report on Form 10-K/A
     for  the  fiscal  year  ended  June  30,  2000.

13.  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  September  30,  2000.

14.  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  December  31,  2000.


                                       28
<PAGE>
15.  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  March  31,  2001.

16.  Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  2001.

17.  Incorporated  by  reference  to  the  Registrant's Quarterly Report on Form
     10-Q/A  for  the  quarterly  period  ended  March  31,  2002.

18.  Filed  herewith.

(d)  FINANCIAL STATEMENT SCHEDULES
     -----------------------------

     Schedules  have  been  omitted  since  they  either are not applicable, not
required  or  the  information  is  included  elsewhere  herein.


                                       29
<PAGE>
                                   SIGNATURES

     PURSUANT  TO  THE  REQUIREMENTS  OF  SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY  AUTHORIZED.

                                   AMERICAN  TECHNICAL  CERAMICS  CORP.

                                          BY:/S/ VICTOR INSETTA
                                             ----------------------
                                                 VICTOR INSETTA
                                                    President


Dated:     September  27,  2002

     PURSUANT  TO  THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT  HAS  BEEN  SIGNED  BELOW  BY  THE  FOLLOWING  PERSONS  ON  BEHALF OF THE
REGISTRANT  IN  THE  CAPACITIES  AND  ON  THE  DATES  INDICATED:

     NAME                              TITLE                         DATE
     ----                              -----                         ----

/S/  VICTOR INSETTA            President and Director          September 27,2002

-------------------
 Victor Insetta            (Principal  Executive  Officer)


/S/  ANDREW  R. PERZ           Vice President, Controller      September 27,2002

--------------------
 Andrew  R.  Perz           (Principal  Accounting  Officer)


/S/  STUART P. LITT                   Director                September 27, 2002
-------------------
 Stuart  P.  Litt


/S/  O. JULIAN GARRARD III            Director                 September 27,2002

-----------------------------
 O.  Julian Garrard III


/S/  CHESTER  E.  SPENCE              Director                 September 27,2002
------------------------
 Chester  E.  Spence


/S/  THOMAS  J.  VOLPE                Director                 September 27,2002
----------------------
 Thomas  J.  Volpe


/S/  DOV  S.  BACHARACH               Director                 September 27,2002
-----------------------
 Dov  S.  Bacharach


                                       30
<PAGE>
I, Andrew R. Perz, certify that:


     1.   I  have reviewed this annual report on Form 10-K of American Technical
          Ceramics  Corp.;

     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;  and

     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.




Dated:  September 27, 2002


                                                  /S/ ANDREW R. PERZ
                                             -----------------------------
                                               Vice President, Controller
                                             (Principal Accounting Officer)


                                       31
<PAGE>
I, Victor Insetta, certify that:

     1.   I  have reviewed this annual report on Form 10-K of American Technical
          Ceramics  Corp.;

     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;  and

     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.




Dated:  September 27 2002


                                                   /S/ VICTOR INSETTA
                                              -----------------------------
                                                   President and Director
                                               (Principal Executive Officer)


                                       32
<PAGE>
ITEM 8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                     Page Number

          Independent Auditors' Report . . . . . . . . . . . . . . .      F-1

          Consolidated Balance Sheets as of June 30, 2002 and 2001 .      F-2

          Consolidated Statements of Operations
             Fiscal Years Ended June 30, 2002, 2001 and 2000 . . . .      F-3

          Consolidated Statements of Stockholders' Equity and
             Comprehensive Income (Loss)
             Fiscal Years Ended June 30, 2002, 2001 and 2000 . . . .      F-4

          Consolidated Statements of Cash Flows
             Fiscal Years Ended June 30, 2002, 2001 and 2000 . . . .      F-5

          Notes to Consolidated Financial Statements . . . . . . . .      F-6


                                       F
<PAGE>
                          Independent Auditors' Report
                          ----------------------------




The  Board  of  Directors  and  Stockholders
American  Technical  Ceramics  Corp.:


We  have  audited  the  accompanying  consolidated  balance  sheets  of American
Technical  Ceramics  Corp.  and subsidiaries (the "Company") as of June 30, 2002
and  2001,  and the related consolidated statements of operations, stockholders'
equity  and  comprehensive income (loss) and cash flows for each of the years in
the  three-year  period  ended  June  30,  2002.  These  consolidated  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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 consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of American Technical
Ceramics Corp. and subsidiaries as of June 30, 2002 and 2001, and the results of
their  operations  and  their cash flows for each of the years in the three-year
period  ended  June 30, 2002, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.


                                  /S/ KPMG LLP


Melville,  New  York
August  29,  2002


                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                         AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS

                             ASSETS                                              JUNE 30, 2002    JUNE 30, 2001
                                                                                ---------------  ---------------
<S>                                                                             <C>              <C>
CURRENT ASSETS
  Cash (including cash equivalents of $3,606,000 and
    $552,000, respectively)                                                     $    7,129,000   $    1,659,000
  Investments                                                                        3,025,000        3,520,000
  Accounts receivable, net                                                           6,328,000       11,530,000
  Inventories                                                                       15,417,000       24,568,000
  Deferred income taxes, net                                                         2,284,000        1,722,000
  Other current assets                                                               2,564,000        1,289,000
                                                                                ---------------  ---------------
                   TOTAL CURRENT ASSETS                                             36,747,000       44,288,000
                                                                                ---------------  ---------------

PROPERTY, PLANT AND EQUIPMENT
  Land                                                                                 738,000          738,000
  Buildings                                                                          8,678,000        9,101,000
  Leasehold improvements                                                             5,019,000        4,600,000
  Machinery and equipment                                                           40,880,000       39,258,000
  Computer equipment and software                                                    5,078,000        4,509,000
  Furniture, fixtures and other                                                      1,505,000        1,522,000
                                                                                ---------------  ---------------
                                                                                    61,898,000       59,728,000
  Less:  Accumulated depreciation and amortization                                  32,158,000       27,639,000
                                                                                ---------------  ---------------
                                                                                    29,740,000       32,089,000
                                                                                ---------------  ---------------
OTHER ASSETS                                                                            87,000          199,000
                                                                                ---------------  ---------------
                   TOTAL ASSETS                                                 $   66,574,000   $   76,576,000
                                                                                ===============  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Current portion of long-term debt                                             $    4,276,000   $      877,000
  Accounts payable                                                                     878,000        1,755,000
  Accrued expenses                                                                   3,218,000        6,235,000
  Income taxes payable                                                                     ---        1,759,000
                                                                                ---------------  ---------------
                   TOTAL CURRENT LIABILITIES                                         8,372,000       10,626,000

LONG-TERM DEBT, NET OF CURRENT PORTION                                               2,368,000        7,211,000
DEFERRED INCOME TAXES                                                                3,642,000        2,910,000
                                                                                ---------------  ---------------
                   TOTAL LIABILITIES                                                14,382,000       20,747,000
                                                                                ---------------  ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common Stock -- $.01 par value; authorized 20,000,000
      shares; issued 8,492,258 and 8,451,433 shares,
      outstanding 8,074,118 and 8,007,293 shares, respectively                          85,000           85,000
  Capital in excess of par value                                                    11,380,000       11,260,000
  Retained earnings                                                                 42,171,000       46,414,000
  Accumulated  other comprehensive income (loss):
    Unrealized gain on investments available-for-sale, net                               5,000           56,000
    Cumulative foreign currency translation adjustment                                 (46,000)        (294,000)
                                                                                ---------------  ---------------
                                                                                       (41,000)        (238,000)
                                                                                ---------------  ---------------
   Less:  Treasury stock, at cost (418,140 and 444,140 shares, respectively)         1,403,000        1,447,000
          Deferred compensation                                                            ---          245,000
                                                                                ---------------  ---------------
                   TOTAL STOCKHOLDERS' EQUITY                                       52,192,000       55,829,000
                                                                                ---------------  ---------------

                                                                                $   66,574,000   $   76,576,000
                                                                                ===============  ===============

See accompanying notes to consolidated financial statements
</TABLE>


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FISCAL YEARS ENDED JUNE 30, 2002, 2001, 2000


                                                           2002          2001          2000
                                                       ------------  ------------  ------------
<S>                                                    <C>           <C>           <C>
Net sales                                              $49,585,000   $84,585,000   $66,692,000
Cost of sales                                           40,057,000    48,235,000    36,746,000
                                                       ------------  ------------  ------------

     Gross profit                                        9,528,000    36,350,000    29,946,000

Selling, general and administrative expenses            12,405,000    16,003,000    13,111,000
Research and development expenses                        3,652,000     4,180,000     2,770,000

                                                       ------------  ------------  ------------
     Operating expenses                                 16,057,000    20,183,000    15,881,000
                                                       ------------  ------------  ------------


     (Loss)/income from operations                      (6,529,000)   16,167,000    14,065,000
                                                       ------------  ------------  ------------
Other expense (income)
     Interest expense                                      496,000       559,000       406,000
     Interest income                                      (191,000)     (333,000)     (366,000)
     Other                                                 (93,000)       45,000        69,000

                                                       ------------  ------------  ------------
                                                           212,000       271,000       109,000
                                                       ------------  ------------  ------------

     (Loss)/income before provision for income taxes    (6,741,000)   15,896,000    13,956,000

Provision for income taxes                              (2,498,000)    5,564,000     4,885,000

                                                       ------------  ------------  ------------
     Net (loss)/income                                 $(4,243,000)  $10,332,000   $ 9,071,000
                                                       ============  ============  ============


Basic net (loss)/income per common share               $     (0.53)  $      1.30   $      1.18

Diluted net (loss)/income per common share             $     (0.53)  $      1.24   $      1.11

                                                       ------------  ------------  ------------
Basic weighted average common shares outstanding         8,050,000     7,962,000     7,706,000
                                                       ============  ============  ============

                                                       ------------  ------------  ------------
Diluted weighted average common shares outstanding       8,050,000     8,315,000     8,186,000
                                                       ============  ============  ============


See accompanying notes to consolidated financial statements.
</TABLE>


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                     AMERICAN  TECHNICAL  CERAMICS  CORP.  AND  SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                         FISCAL YEARS ENDED JUNE 30, 2002, 2001, AND 2000


                                                                                                                      Accumulated
                                                                                       Capital in                        Other
                                              Comprehensive          Common Stock     Excess of Par     Retained     Comprehensive
                                             Income / (Loss)      Shares    Amount       Value         Earnings     Income (Loss)
                                             --------------------------------------------------------------------------------------
<S>                                          <C>                 <C>        <C>      <C>              <C>           <C>
BALANCE AT JUNE 30, 1999                                      |  8,135,958  $82,000  $    6,903,000   $27,011,000   $      (96,000)
                                                              |
                                                              |
Net income                                   $     9,071,000  |        ---      ---             ---     9,071,000              ---
Tax benefit of stock options exercised                   ---  |        ---      ---       1,366,000           ---              ---
Stock award compensation                                 ---  |        ---      ---       1,137,000           ---              ---
Exercise of stock options                                ---  |    233,570    2,000         960,000           ---              ---
Other comprehensive income, net of tax:                       |
                                                              |
   Unrealized losses on investments                           |
     available-for-sale, net of                               |
      reclassification adjustment                    (58,000) |        ---      ---             ---           ---              ---
   Foreign currency translation adjustment           (14,000) |        ---      ---             ---           ---              ---
                                             ---------------- |
Other comprehensive loss, net of tax                 (72,000) |        ---      ---             ---           ---          (72,000)
                                                              |
                                             ---------------- |
Comprehensive income                         $     8,999,000  |
                                             ================-|--------------------------------------------------------------------
BALANCE AT JUNE 30, 2000                                      |  8,369,528  $84,000  $   10,366,000   $36,082,000   $     (168,000)
                                                              |
                                                              |
Net income                                   $    10,332,000  |        ---      ---             ---    10,332,000              ---
Tax benefit of stock options exercised                   ---  |        ---      ---         182,000           ---              ---
Stock award compensation                                 ---  |        ---      ---         369,000           ---              ---
                                                              |
Exercise of stock options                                ---  |     81,905    1,000         343,000           ---              ---
Other comprehensive income, net of tax:                       |
   Unrealized losses on investments                           |
     available-for-sale, net of                               |
      reclassification adjustment                    112,000  |        ---      ---             ---           ---              ---
   Foreign currency translation adjustment          (182,000) |        ---      ---             ---           ---              ---
                                             ---------------- |
Other comprehensive loss, net of tax                 (70,000) |        ---      ---             ---           ---          (70,000)
                                                              |
                                             ---------------- |
Comprehensive income                         $    10,262,000  |        ---      ---             ---           ---              ---
                                             ================-|--------------------------------------------------------------------
BALANCE AT JUNE 30, 2001                                      |  8,451,433  $85,000  $   11,260,000   $46,414,000   $     (238,000)
                                                              |
                                                              |
Net (loss)                                   $    (4,243,000) |        ---      ---             ---    (4,243,000)             ---
Tax benefit of stock options exercised                   ---  |        ---      ---          57,000           ---              ---
Stock award compensation expense                         ---  |        ---      ---        (112,000)          ---              ---
Exercise of stock options                                ---  |     40,825      ---         175,000           ---              ---
Other comprehensive income, net of tax:                       |
   Unrealized losses on investments                           |
     available-for-sale, net of                               |
      reclassification adjustment                    (51,000) |        ---      ---             ---           ---              ---
   Foreign currency translation adjustment           248,000  |        ---      ---             ---           ---              ---
                                             ---------------- |
Other comprehensive Income, net of tax               197,000  |        ---      ---             ---           ---          197,000
                                             ---------------- |
Comprehensive (loss)                         $    (4,046,000) |       ---      ---             ---           ---              ---
                                             ================-|--------------------------------------------------------------------
BALANCE AT JUNE 30, 2002                                      |  8,492,258  $85,000  $   11,380,000   $42,171,000   $      (41,000)
                                                              |
                                                              |--------------------------------------------------------------------




                                                                  Deferred
                                              Treasury Stock    Compensation      Total
                                             ----------------------------------------------

<S>                                          <C>               <C>             <C>
BALANCE AT JUNE 30, 1999                     $    (1,515,000)  $         ---   $32,385,000

Net income                                               ---             ---     9,071,000
Tax benefit of stock options exercised                   ---             ---     1,366,000
Stock award compensation                                 ---        (528,000)      609,000
Exercise of stock options                                ---             ---       962,000
Other comprehensive income, net of tax:

   Unrealized losses on investments
     available-for-sale, net of
      reclassification adjustment                        ---             ---           ---
   Foreign currency translation adjustment               ---             ---           ---
Other comprehensive loss, net of tax                     ---             ---       (72,000)

Comprehensive income
                                             ----------------------------------------------
BALANCE AT JUNE 30, 2000                     $    (1,515,000)  $    (528,000)  $44,321,000

Net income                                               ---             ---    10,332,000
Tax benefit of stock options exercised                   ---             ---       182,000
Stock award compensation                              68,000         283,000       720,000

Exercise of stock options                                ---             ---       344,000
Other comprehensive income, net of tax:
   Unrealized losses on investments
     available-for-sale, net of
      reclassification adjustment                        ---             ---           ---
   Foreign currency translation adjustment               ---             ---           ---
Other comprehensive loss, net of tax                     ---             ---       (70,000)

Comprehensive income                                     ---             ---           ---
                                             ----------------------------------------------
BALANCE AT JUNE 30, 2001                     $    (1,447,000)  $    (245,000)  $55,829,000

Net (loss)                                               ---             ---    (4,243,000)
Tax benefit of stock options exercised                   ---             ---        57,000
Stock award compensation expense                      44,000         245,000       177,000
Exercise of stock options                                ---             ---       175,000
Other comprehensive income, net of tax:
   Unrealized losses on investments
     available-for-sale, net of
      reclassification adjustment                        ---             ---           ---
   Foreign currency translation adjustment               ---             ---           ---
Other comprehensive Income, net of tax                   ---             ---       197,000

Comprehensive (loss)                                     ---             ---           ---
                                             ----------------------------------------------
BALANCE AT JUNE 30, 2002                     $    (1,403,000)            ---   $52,192,000
                                             ----------------------------------------------


See accompanying notes to consolidated financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                         AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FISCAL YEARS ENDED JUNE 30, 2002, 2001, 2000


                                                                  2002          2001           2000
                                                              ------------  -------------  ------------
<S>                                                           <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                           $(4,243,000)  $ 10,332,000   $ 9,071,000
  Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                            5,061,000      4,367,000     3,062,000
       Loss on disposal of fixed assets                            98,000        114,000        69,000
       Stock award compensation expense                           177,000        720,000       609,000
       Provision for deferred income taxes                        198,000       (550,000)      163,000
       Provision for doubtful accounts receivable                 219,000         74,000       140,000
       Realized gain on sale of investments                      (160,000)           ---        (7,000)
  Changes in operating assets and liabilities:
       Accounts receivable                                      4,983,000      1,082,000    (7,552,000)
       Inventories                                              9,151,000     (8,435,000)   (3,697,000)
       Other assets                                               632,000        362,000    (1,295,000)
       Accounts payable, accrued expenses and
         income taxes payable                                  (7,389,000)       810,000     5,568,000
                                                              ------------  -------------  ------------
  Net cash provided by operating activities                     8,727,000      8,876,000     6,131,000
                                                              ------------  -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                                    (3,156,000)   (12,973,000)   (7,262,000)
       Purchase of investments                                 (4,325,000)      (102,000)   (1,810,000)
       Proceeds from sale of investments                        4,900,000            ---     1,611,000
       Proceeds from sale of fixed assets                         376,000         64,000        20,000
                                                              ------------  -------------  ------------
  Net cash used in investing activities                        (2,205,000)   (13,011,000)   (7,441,000)
                                                              ------------  -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of long-term debt                             (3,444,000)      (465,000)     (447,000)
       Proceeds from exercise of stock options                    175,000        344,000       962,000
       Proceeds from issuance of debt                           2,000,000      3,784,000       188,000
                                                              ------------  -------------  ------------
  Net cash (used in) provided by financing activities          (1,269,000)     3,663,000       703,000
                                                              ------------  -------------  ------------

       Effect of exchange rate changes on cash                    217,000       (146,000)      (14,000)
                                                              ------------  -------------  ------------
        Net increase (decrease) in cash and cash equivalents    5,470,000       (618,000)     (621,000)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                    1,659,000      2,277,000     2,898,000
                                                              ------------  -------------  ------------
CASH AND CASH EQUIVALENTS, END OF YEAR                        $ 7,129,000   $  1,659,000   $ 2,277,000
                                                              ============  =============  ============


Supplemental cash flow information:
        Interest paid                                         $   459,000   $    486,000   $   406,000
        Taxes paid                                            $ 1,177,000   $  4,757,000   $ 3,854,000

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>


                                      F-5
<PAGE>
               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

     American  Technical  Ceramics  Corp. and its wholly-owned subsidiaries (the
"Company")  are  engaged  in  the  design,  development, manufacture and sale of
ceramic multilayer capacitors for commercial and military purposes in the United
States  and for export, primarily to Western Europe, Canada and the Far East. In
fiscal  year  2002,  General Electric Company accounted for approximately 10% of
consolidated  revenues. In fiscal year 2001, no customer accounted for more than
10%  of consolidated net sales. During fiscal year 2000, Tyco International LTD.
accounted  for  15%  of  consolidated  net  sales.  The  Company operates in one
industry  segment  -  the  electronic  components  industry.

          BASIS  OF  PRESENTATION

     The  accompanying consolidated financial statements include the accounts of
American  Technical  Ceramics  Corp.  and  its  wholly-owned  subsidiaries.  All
significant  intercompany  balances  and  transactions  have  been eliminated in
consolidation.

     Certain  reclassifications  have been made to prior year amounts to conform
to  the  current  year  presentation.

          REVENUE  RECOGNITION

     The  Company  generates  revenue  from product sales. Revenue is recognized
when  title  of  products  sold passes to the customer, which occurs either upon
shipment  or  delivery.  The Company provides for (as a reduction of revenue) an
allowance  for sales returns based upon an analysis of historical experience and
current  conditions.

          CASH  EQUIVALENTS

     The Company considers all highly liquid debt instruments with a maturity of
three  months  or  less  when  purchased to be cash equivalents, including money
market  accounts  and  certificates  of  deposit.

          INVESTMENTS

     The  Company  classifies  its  investments in debt and equity securities as
available-for-sale.  Accordingly,  these  investments are reported at fair value
with  unrealized holding gains and losses excluded from earnings and reported as
a  component  of  accumulated  other  comprehensive  income  (loss)  within
stockholders' equity, net of tax. Classification of investments is determined at
acquisition and reassessed at each reporting date. Realized gains and losses are
included  in  the  determination  of  net  earnings  at the time of sale and are
derived  using  the  specific  identification  method  for  determining  cost of
securities  sold.

          INVENTORIES

     Inventories are stated at the lower of aggregate cost (first-in, first-out)
or  market.


                                      F-6
<PAGE>
          COMPREHENSIVE  INCOME

     The  following  table  sets  forth  the  components  of  the  change in net
unrealized gains (losses) on investments available-for-sale for the fiscal years
ended  June  30,  2002,  2001  and  2000:

<TABLE>
<CAPTION>
                                                                      2002       2001      2000
                                                                   -------------------------------
<S>                                                                <C>         <C>       <C>
          Unrealized holding gains (losses)
                     arising during the period, net of tax         $  50,000   $112,000  $(53,000)

          Less: reclassification adjustment for
                     gains included in net income, net of tax       (101,000)       ---    (5,000)
                                                                   -------------------------------
          Change in net unrealized (losses) gains on investments
                     available-for-sale                            $ (51,000)  $112,000  $(58,000)
                                                                   ===============================
</TABLE>

     The  deferred  tax  liability  (benefit) associated with unrealized holding
(losses)  gains  arising  during  the  fiscal  years  2002,  2001  and  2000 was
($29,000),  $60,000  and  ($21,000),  respectively.  The  tax  benefit  of  the
reclassification  adjustments  for gains on sales of investments included in net
income  during  fiscal  years  2002  and  2000  were  ($59,000)  and  ($3,000),
respectively.

     LONG-LIVED  ASSETS

     Property,  plant  and  equipment  are  stated  at  cost.  Depreciation  and
amortization  are  provided  primarily  using  the straight-line method over the
estimated  useful  lives  of  the  related  assets  as  follows:


          Buildings                                                   30 years

          Leasehold improvements            Lesser of the remaining lease term
                                                                    or 5 years

          Machinery and equipment                                     10 years

          Furniture, fixtures and other                           3 to 8 years

          Computer equipment and software                              3 years

     The Company reviews its long-lived assets for impairment whenever events or
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  If  the  sum  of the expected cash flows, undiscounted and without
interest,  is  less than the carrying amount of the asset, an impairment loss is
recognized  as  the amount by which the carrying amount of the asset exceeds its
fair  value.  During  fiscal  2001,  the  Company  recognized  impairment losses
related  to its decision to abandon certain machinery and equipment of $371,000,
which  was  recorded  as  a  component  of  depreciation  expense.

          INCOME  TAXES

     Deferred  tax  assets  and  liabilities  are  recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences  are  expected to be realized or settled. The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period  that  includes  the  enactment  date.


                                      F-7
<PAGE>
          FOREIGN  CURRENCY  TRANSLATION

     The Company translates the financial statements of its foreign subsidiaries
(located  in England and Sweden) by applying the current exchange rate as of the
balance  sheet  date  to  the  assets  and  liabilities  of the subsidiary and a
weighted average rate to such subsidiary's results of operations.  The resulting
translation  adjustment  is  recorded  as  a  component of stockholders' equity.

          STOCK-BASED  COMPENSATION

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees",  in  accounting  for  employee  stock-based
compensation  and  makes  pro-forma disclosures of net income and net income per
share  as  if  the  fair  value  method  under Statement of Financial Accounting
Standards  No. 123, "Accounting for Stock Based Compensation", had been applied.

          EARNINGS  PER  SHARE

     Basic  earnings  per share ("EPS") is computed by dividing income available
to  common  stockholders  (which  for  the Company equals its net income) by the
weighted  average number of common shares outstanding, and dilutive EPS adds the
dilutive  effect  of  stock  options  and  other  common  stock  equivalents.
Antidilutive shares aggregating 920,000, 798,000 and 378,000, respectively, have
been  omitted  from  the  calculation of dilutive EPS for the fiscal years ended
June  30, 2002, 2001 and 2000, respectively. A reconciliation between numerators
and  denominators  of  the  basic  and diluted earnings per share is as follows:

<TABLE>
<CAPTION>
                      YEAR ENDED JUNE 30, 2002           YEAR ENDED JUNE 30, 2001          YEAR ENDED JUNE 30, 2000
                      ------------------------           ------------------------          ------------------------


                                             PER-                                  PER-                                  PER-
                  INCOME        SHARES       SHARE      INCOME        SHARES       SHARE      INCOME        SHARES       SHARE
               (NUMERATOR)   (DENOMINATOR)  AMOUNT   (NUMERATOR)   (DENOMINATOR)  AMOUNT   (NUMERATOR)   (DENOMINATOR)  AMOUNT
               ------------  -------------  -------  ------------  -------------  -------  ------------  -------------  -------
<S>            <C>           <C>            <C>      <C>           <C>            <C>      <C>           <C>            <C>

Basic EPS      ($4,243,000)      8,050,000  ($0.53)  $ 10,332,000      7,962,000  $  1.30  $  9,071,000      7,706,000  $  1.18
                                            =======                               =======                               =======

Effect of
Dilutive
Securities:

Stock Options           --              --      --             --        331,000       --            --        440,000       --

Stock Awards            --              --      --             --         22,000       --            --         40,000       --
              -----------------------------------------------------------------------------------------------------------------
Diluted EPS    ($4,243,000)      8,050,000  ($0.53)  $ 10,332,000      8,315,000  $  1.24  $  9,071,000      8,186,000  $  1.11
              =================================================================================================================
</TABLE>


          IMPACT  OF  NEW  ACCOUNTING  STANDARDS

     In  July 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  ("SFAS  No.  143").  SFAS  No.  143 addresses financial accounting
requirements  for  retirement obligations associated with retirement of tangible
long-lived  assets  and for the associated asset retirement costs.  SFAS No. 143
requires a company to record the fair value of an asset retirement obligation in
the  period  in  which  it  incurred  a  legal  obligation  associated  with the
retirement  of  tangible  long-lived  assets  that results from the acquisition,
construction development and/or normal use of the asset.  The company is also to
record  a corresponding increase to the carrying amount of the related asset and
to  depreciate that cost over the life of the asset. The amount of the liability
is  changed at the end of each period to reflect the passage of time and changes
in  estimated  future  cash  flows.  SFAS  No. 143 is effective for fiscal years
beginning after June 15, 2002.  The Company adopted SFAS No. 143, effective July
1,  2002.  Such adoption had no impact on its consolidated financial statements.


                                      F-8
<PAGE>
     In  August  2001, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No. 144, "Accounting for the Impairment of
Disposal  of Long-Lived Assets" ("SFAS No. 144"), which supercedes statement No.
121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to  be  Disposed  of"  ("SFAS  No.  121"). Although it retains the basic
requirements  of  SFAS  No. 121, regarding when and how to measure an impairment
loss,  SFAS No. 144 provides additional implementation guidance. SFAS No. 144 is
effective  for  fiscal  years  beginning  after  December  15, 2001. The Company
adopted  SFAS No. 144 effective July 1, 2002. Such adoption had no impact on its
consolidated  financial  statements.

     In  June 2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 146, "Accounting for Costs Associated with
Exit  or  Disposal  Activities" ("SFAS No. 146"), which is effective for exit or
disposal  activities initiated after December 31, 2002.  SFAS No. 146 applies to
costs associated with an exit activity (including restructuring costs) or with a
disposal  of  long-lived  assets.  Companies will record a liability for exit or
disposal  activity  as  incurred and can be measured at fair value.  The Company
does  not  expect  the adoption of SFAS No. 146 to have a material impact on its
consolidated  results  of  operations  or  financial  position.

          ACCOUNTING  ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  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. Such estimates include, but are not limited to, provisions for
doubtful  accounts  receivable  and  sales  returns,  net  realizable  value  of
inventory,  and  assessments of the recoverability of the Company's deferred tax
assets.  Actual  results  could  differ  from  those  estimates.

          SUPPLEMENTAL  CASH  FLOW  INFORMATION

     During fiscal year 2002, significant non-cash activities included (i) a tax
benefit  of  $57,000  resulting  from stock options exercised, and (ii) deferred
compensation  expense  of  $67,000  in connection with awards of an aggregate of
7,000  shares  of  common  stock  with  a  cost  basis  of  $44,000.

     During fiscal year 2001, significant non-cash activities included (i) a tax
benefit  of $182,000 resulting from stock options exercised, and (ii) securing a
$795,000  mortgage  to  finance  the  acquisition  of  a  building.

     During fiscal year 2000, significant non-cash activities included (i) a tax
benefit  of  $1,366,000  resulting  from  stock  options exercised, and (ii) the
accrual  of  $528,000 of deferred compensation expense in connection with awards
of  an  aggregate  of  12,000  shares  of  common  stock.


                                      F-9
<PAGE>
NOTE  2.       INVESTMENTS

          Investments  consist  of  the  following:

<TABLE>
<CAPTION>
                                                 Gross        Gross
                                              Unrealized   Unrealized
     June 30, 2002                   Cost        Gains       Losses     Fair Value
     -------------                ----------  -----------  -----------  -----------
<S>                               <C>         <C>          <C>          <C>
     U.S. Government obligations  $3,018,000  $     7,000  $       ---  $ 3,025,000
                                  ----------  -----------  -----------  -----------
                                                 Gross        Gross
                                              Unrealized   Unrealized
     June 30, 2001                   Cost        Gains        Losses     Fair Value
     -------------                ----------  -----------  -----------  -----------

     U.S. Government obligations  $3,433,000  $    89,000  $     2,000  $ 3,520,000
                                  ----------  -----------  -----------  -----------
</TABLE>

     Gross  realized gains of approximately $160,000 is included in other income
for  fiscal  year  2002.

     At  June  30,  2002  all  of  the Company's investments in U. S. Government
obligations  contractually  mature  within  one  year.

     NOTE  3.       INVENTORIES

          Inventories consist of the following:

<TABLE>
<CAPTION>
                                           June 30, 2002   June 30, 2001
                                           --------------  --------------
<S>                                        <C>             <C>

             Raw materials                 $    7,753,000  $   13,388,000
             Work in process                    3,968,000       4,717,000
             Finished goods                     3,696,000       6,463,000
                                           --------------  --------------
                                           $   15,417,000  $   24,568,000
                                           ==============  ==============
</TABLE>

     In  June  2002,  the  Company  sold  a substantial portion of its palladium
inventory to one of its vendors, for approximately $3,290,000, which resulted in
a  loss  of  $2,160,000  which  was  recognized as a component of cost of sales.

 NOTE  4.      LONG-TERM  DEBT

     Long-term  debt  consists  of  the  following:
<TABLE>
<CAPTION>
                                       June 30, 2002   June 30, 2001
                                       --------------  --------------
<S>                                    <C>             <C>
     Notes payable to banks            $    4,047,000  $    5,285,000
     Obligations under capital leases       2,597,000       2,803,000
                                       --------------  --------------
                                            6,644,000       8,088,000
     Less: Current portion                  4,276,000         877,000
                                       --------------  --------------
         Long-term debt                $    2,368,000  $    7,211,000
                                       ===============  =============
</TABLE>


                                      F-10
<PAGE>
          NOTES  PAYABLE  TO  BANKS

     At June 30, 2002, the Company had available two credit facilities with Bank
of  America,  N.A.  ("Bank  of America"):  a $4,000,000 revolving line of credit
against  which  no borrowings were incurred, and an $8,500,000 equipment line of
credit  against which the Company had borrowings of $4,047,000.  Both lines bore
interest at 1 % above the one month LIBOR rate or approximately 3.3% at June 30,
2002.  The  outstanding  principal  balance  of  the  equipment line rolled over
periodically  into  a  self-amortizing  term note of not less than four nor more
than  seven  years.

     Each of these credit facilities was subject to certain financial covenants,
including  maintenance  of  asset  and  liability  percentage  ratios.  One such
covenant required the Company to maintain a certain level of annualized earnings
before  interest,  taxes, depreciation and amortization (EBITDA) to current debt
plus  annual interest payments.  As of June 30, 2002, due to the losses incurred
by  the  Company during fiscal year 2002, the Company was not in compliance with
this  covenant.  The  Company  held  discussions with Bank of America concerning
possible  amendments  to  the  terms  of  these  facilities  which  proved to be
unsuccessful.  Accordingly,  in  July  2002,  the Company repaid the outstanding
balance  of  the  equipment  facility  and  terminated both of these facilities.

     In  May  2001, the Company entered into an uncommitted credit facility with
European  American  Bank  ("EAB"),  which  was  succeeded  by  Citibank,  N.A.
("Citibank").  The  facility  contemplated a $5,000,000 equipment line of credit
and  a  $2,000,000  unsecured  term  loan line.  Both lines bore interest at the
Company's  option  at  either  the  Citibank prime rate or 1 % above the Reserve
Adjusted  LIBOR  (as  defined),  were subject to certain financial covenants and
required  approval  from  Citibank  prior  to  any  borrowing.   Any outstanding
balance six months after the term loan line was made available and at expiration
of the line was to automatically convert into fully amortizing term loans with a
maturity  of five years bearing interest at the same rate as the equipment loan.
This  facility  was  scheduled  to  expire  in  January  2002,  but was extended
month-to-month  until  May  2002, at which time it was not renewed.  The Company
had  not  incurred  any  borrowings  under  this  facility.

     In August 2000, the Registrant secured a $795,000 mortgage loan form EAB in
connection  with  its purchase of the facility at 11-13 Stepar Place, Huntington
Station,  New  York.  Citibank  succeeded to this loan as successor to EAB.  The
loan  was  to be repaid in 120 equal monthly installments over 10 years and bore
interest  at  1  %  above the six month LIBOR rate.  The mortgage was subject to
certain  financial  covenants,  including  maintenance  of  asset  and liability
percentage  ratios.  In  June 2002, the Company repaid the remaining balance due
under  this  loan.

          OBLIGATIONS  UNDER  CAPITAL  LEASES

     The Company leases an administrative office, manufacturing and research and
development  complex  located  in  Jacksonville,  Florida  (the  "Jacksonville
Facility")  from  a  partnership  controlled  by  the Company's President, Chief
Executive  Officer and principal stockholder under a capital lease.  At June 30,
2002,  the  Jacksonville  Facility has an aggregate cost of $3,666,000 and a net
book  value  of  $1,611,000.  The  lease  is  for  a  period of 30 years and was
capitalized  using  an interest rate of 10.5% and expires on September 30, 2010.
The lease provides for base rent of approximately $461,000 per annum.  The lease
further provides for annual increases in base rent for years beginning after May
1, 1999 based on the increase in the CPI since May 1, 1998 applied to base rent.
The  annual  increase  resulted in monthly payments of approximately $43,000 per
month  and  $42,000  per  month  for  fiscal  years 2002 and 2001, respectively.

     The  lease  also provides for increases to the base rent in connection with
any new construction at the Jacksonville Facility. Under the lease, upon any new
construction  being  placed  into use, the base rental is subject to increase to
the  fair  market  rental  of  the  Jacksonville  Facility,  including  the  new
construction.  In  August  2002,  the base rental was increased to approximately
$60,000  for  fiscal  year  2003,  effective  September  1, 2002, to reflect the
addition of a new manufacturing facility at the Jacksonville Facility. All other
provisions  remain  unchanged.


                                      F-11
<PAGE>

     The Company leases computer equipment with an unrelated party.  At June 30,
2002,  the  equipment  had  an original cost of $111,000 and a net book value of
$48,000.  The  lease  is for a period of five years beginning September 1999 and
is  being  capitalized  using  an  interest  rate  of  8.8%.

     The following table sets forth the future minimum lease payments (excluding
rental  adjustments)  under  these capital leases by fiscal year and the present
value  of  the  minimum  lease  payments  as  of  June  30,  2002:

<TABLE>
<CAPTION>
<S>                                          <C>
         2003                                $  489,000
         2004                                   489,000
         2005                                   466,000
         2006                                   461,000
         2007                                   461,000
         2008 and thereafter                  1,500,000
                                             ----------
         Total minimum lease payments         3,866,000
         Less: Amount representing interest   1,269,000
                                             ----------
         Present value at June 30, 2002       2,597,000
         Less: Current portion                  229,000
                                             ----------
                                             $2,368,000
                                             ==========
</TABLE>

 NOTE  5.      INCOME  TAXES

The  components  of  income  (loss)  before  income  taxes  is  as  follows:

<TABLE>
<CAPTION>
                                   Fiscal Years Ended June 30,
                            ----------------------------------------
                                2002          2001          2000
                            ------------  ------------  ------------
<S>                         <C>           <C>           <C>
         Domestic           $(6,784,000)  $16,085,000   $14,107,000
         Foreign                 43,000      (189,000)     (151,000)
                            ------------  ------------  ------------
                            $(6,741,000)  $15,896,000   $13,956,000
                            ============  ============  ============
</TABLE>

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                            Years Ended June 30,
                                    -------------------------------------
                                        2002         2001         2000
                                    ------------  -----------  ----------
<S>                                 <C>           <C>          <C>
      CURRENT:
          Federal                   $(2,716,000)  $5,714,000   $4,283,000
          State                          26,000      304,000      272,000
          Foreign                        (6,000)      96,000      167,000
                                    ------------  -----------  ----------
            Total Current            (2,696,000)   6,114,000    4,722,000
                                    ------------  -----------  ----------

      DEFERRED:
          Federal                       446,000     (470,000)     142,000
          tate                         (248,000)     (80,000)      21,000
                                    ------------  -----------  ----------
              Total Deferred            198,000     (550,000)     163,000
                                    ------------  -----------  ----------
                                    $(2,498,000)  $5,564,000   $4,885,000
                                    ============  ===========  ==========
</TABLE>

     Other  current assets include a $1,795,000 for income tax receivables as of
June  30,  2002.


                                      F-12
<PAGE>
     The  following table reconciles the Federal statutory rate to the Company's
effective  tax  rate:

<TABLE>
<CAPTION>
                                                                Years Ended June 30,
                                                                --------------------
                                                                2002   2001   2000
                                                                -----  -----  -----
<S>                                                             <C>    <C>    <C>
     Tax provision computed at statutory rate                   34.0%  35.0%  34.0%
     State tax and State tax credit, net of Federal tax effect   2.1    0.9    1.4
     FSC/EIE benefit                                             1.1   (2.8)  (1.3)
     Tax credits and other, net                                 (0.1)   1.9    0.9
                                                                -----  -----  -----
                                                                37.1%  35.0%  35.0%
                                                                =====  =====  =====
</TABLE>

     The  tax  effects  of  temporary  differences that give rise to significant
portions  of  the  deferred  tax assets and deferred tax liabilities at June 30,
2002,  2001  and  2000,  are  presented  below.

<TABLE>
<CAPTION>
                                                                   2002          2001
                                                               ------------  ------------
<S>                                                            <C>           <C>
Deferred tax assets:
  Allowance for doubtful accounts receivable and sales
       returns                                                 $   234,000   $   150,000
   Inventories                                                   1,581,000     1,168,000
   Accrued expenses                                                471,000       472,000
   State tax net operating loss
       and tax credit carry forwards                               235,000           ---
   Unrealized depreciation on investments available-for-sale           ---           ---
                                                               ------------  ------------
        Total deferred tax assets                                2,521,000     1,790,000
                                                               ------------  ------------

Deferred tax liabilities:
   Plant and equipment, principally due to differences
       in depreciation and capital leases                       (3,817,000)   (2,910,000)
   Unrealized appreciation on investments available-for-sale        (2,000)      (30,000)
   Other                                                           (60,000)      (38,000)
                                                               ------------  ------------
        Total deferred tax liabilities                          (3,879,000)   (2,978,000)
                                                               ------------  ------------
          Net deferred tax liability                           $(1,358,000)  $(1,188,000)
                                                               ============  ============
</TABLE>

     In assessing the realizability of deferred tax assets, management considers
whether  it is more likely than not that some portion or all of the deferred tax
assets  will not be realized. The ultimate realization of deferred tax assets is
dependent  upon  the  generation  of future taxable income during the periods in
which  those  temporary  differences become deductible. Management considers the
scheduled  reversal  of deferred tax liabilities, expected future taxable income
and  tax  planning strategies in making this assessment. Based upon the level of
historical  taxable  income,  expected future taxable income over the periods in
which  the  deferred  tax  assets  are deductible, and reversals of deferred tax
liabilities, management believes (although there can be no assurance) that it is
more  likely  than  not  that  the  Company  will  realize the benefits of these
deductible  differences.

     The  Company  intends  that undistributed earnings of the Company's foreign
subsidiaries  amounting to $1,177,000, as of June 30, 2002, will be indefinitely
reinvested in these subsidiaries resulting in no accrual of U.S. income taxes on
the  earnings  of  these  subsidiaries.


                                      F-13
<PAGE>
NOTE  6.       STOCK-BASED  COMPENSATION

          STOCK  OPTIONS

     On  April  1,  1997, the Board of Directors approved the American Technical
Ceramics Corp. 1997 Stock Option Plan (the "1997 Option Plan") pursuant to which
the  Company may grant options to purchase up to 800,000 shares of the Company's
common stock. Options granted under the 1997 Option Plan may be either incentive
or  non-qualified  stock  options. The term of each incentive stock option shall
not  exceed ten years from the date of grant (five years for grants to employees
who  own  10%  or  more  of the voting power of the Company's common stock), and
options  may  vest in accordance with a vesting schedule established by the plan
administrator. Unless terminated earlier by the Board, the 1997 Option Plan will
terminate  on  March  31,  2007.

     Options  currently  outstanding under the 1997 Option Plan may be exercised
for  a  period  of  ten  years  from the date of grant (five years for grants to
employees  who  own  10%  or  more  of  the voting power of the Company's common
stock),  and vest 25% per year during the first four years of their term (except
for  the  options  granted  in November 1998, which vest 50% per year during the
first  two  years  of  their  term).

     On  April  11, 2000, the Board of Directors approved the American Technical
Ceramics Corp. 2000 Incentive Stock Plan (the "2000 Plan") pursuant to which the
Company may grant options or stock awards covering up to 1,200,000 shares of the
Company's  common  stock.  Options  granted  under  the 2000 Plan, may be either
incentive  or  non-qualified  stock  options.  The  term of each incentive stock
option  shall not exceed ten years from the date of grant (five years for grants
to  employees  who  own  10% or more of the voting power of the Company's common
stock),  and  options may vest in accordance with a vesting schedule established
by the plan administrator. Unless terminated earlier by the Board, the 2000 Plan
will  terminate  on  April  10,  2010.

     Options  currently  outstanding  under the 2000 Plan may be exercised for a
period  of  ten years from the date of grant (five years for grants to employees
who own 10% or more of the voting power of the Company's common stock), and vest
25%  per  year  during  the  first  four  years  of  their  term.

     Disposition  of  shares  acquired pursuant to the exercise of options under
both  plans may not be made by the optionees within two years following the date
that  the  option  is  granted,  nor  within  one year after the exercise of the
option,  without  the written consent of the Company. Since the Company measures
compensation  cost  under  Opinion  No.  25,  the  Company  has  not  recognized
compensation  cost  for these options upon grant as the exercise price was equal
to  the  fair  market  value  of  the  stock  at  the  date  of  grant.

     On  January  16, 2002, the Board of Directors filed a schedule TO; with the
Securities  and  Exchange  Commission,  and  commenced  an  offer  to  exchange
outstanding  options under the 1997 Option Plan and 2000 Plan having an exercise
price per share of $19.50 or more for new options. The offer expired on February
13,  2002. The Company accepted for exchange options to purchase an aggregate of
432,000  shares  of Common Stock. On August 15, 2002, the Company issued 407,000
new  options  in exchange of the options tendered and accepted for exchange. The
new  options  were  issued at the closing price of the Company's Common Stock on
August  15,  2002,  which  was  $2.35  per  share.


                                      F-14
<PAGE>
     Stock  option  activity for fiscal years 2002, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                          2002                   2001                   2000
                               -----------------------  ----------------------  ----------------------
                                             Weighted                Weighted                Weighted
                                  Shares      Average     Shares      Average     Shares      Average
                                Subject to   Exercise   Subject to   Exercise   Subject to   Exercise
                                  Options      Price      Options      Price      Options      Price
                               ------------  ---------  -----------  ---------  -----------  ---------
<S>                             <C>          <C>        <C>          <C>        <C>          <C>
Outstanding, beginning of year   1,347,025   $   14.22   1,263,930   $   15.28     631,000   $    4.12
Granted                            227,000        8.53     435,000       11.80     912,000       19.56
Canceled                          (469,750)      20.53    (246,000)      18.47     (42,000)       5.61
Expired                           (143,650)      21.13     (24,000)      16.94      (3,500)       4.13
Exercised                          (40,825)       4.30     (81,905)       4.20    (233,570)       4.12
                                -----------             -----------             -----------
Outstanding, end of year           919,800   $    8.98   1,347,025   $   14.22   1,263,930   $   15.28
                                ===========             ===========             ===========
</TABLE>

          The following table summarizes significant ranges  of outstanding  and
exercisable options at June 30, 2002:

<TABLE>
<CAPTION>
                              Options Outstanding                       Options Exercisable
                  -----------------------------------------------  ----------------------------
Actual Range of                Weighted-Average      Weighted-                     Weighted-
Exercise Prices     Number     Remaining Life in      Average        Number         Average
150% increment    Outstanding        Years        Exercise Price   Outstanding  Exercise Price
----------------  -----------  -----------------  ---------------  -----------  ---------------
<S>               <C>          <C>                <C>              <C>          <C>

$4.00  -   5.63       341,800                5.9      $      4.22      255,800       $     4.14
 5.64  -   9.09       209,500                9.2      $      8.63       12,500       $     6.44
 9.10  -  15.75       316,250                8.4      $     11.95       78,500       $    11.95
15.76  -  23.50        44,000                7.6      $     19.50       22,000       $    19.50
     44.00              8,250                7.7      $     44.00        4,250       $    44.00
----------------  -----------  -----------------  ---------------  -----------  ---------------
$4.00  -  44.00       919,800                7.6      $      8.98      373,050       $     7.22
                  ===========                                      ===========
</TABLE>

     At  June 30, 2002, an aggregate of 722,900 shares were available for option
grants  or  awards  under  the  1997  Option  Plan  and  2000  Plan.

     The  average  per-share  fair  value of stock options granted during fiscal
years  2002,  2001  and  2000  was  $5.11,  $7.74  and  $12.15, respectively, as
determined  by  the  Black-Scholes  option  pricing  model (assuming a risk-free
interest  rate  of  4.19%,  5.33% and 6.28%, respectively, expected life of five
years, expected volatility of 68%, 76% and 68%, respectively, and no dividends).
The  weighted  average  remaining  contractual life of options outstanding as of
June  30,  2002  was  7.6  years.

     On  a  pro-forma  basis,  net  (loss)  income would have been ($3,558,000),
$8,293,000  and  $8,790,000;  basic  net (loss) income per share would have been
($0.44),  $1.04  and  $1.11  per share; and dilutive net (loss) income per share
would  have  been  ($0.44),  $1.00 and $1.04 per share, respectively, for fiscal
years  2002,  2001 and 2000 had the Company measured compensation cost using the
fair  value  method  of  SFAS  No.  123.


                                      F-15
<PAGE>
          OTHER STOCK BASED COMPENSATION

     In  fiscal year 2001, the Company awarded 9,750 shares, of its common stock
to  employees  for  services  rendered.  These  awards  resulted in compensation
expense  of  $172,000  (including  payments  made  to  offset  tax  liabilities
associated  with  these  awards of $67,000), measured by the market value of the
shares  on  the  date  of  grant.

     In  fiscal  years  2001 and 2000, the Company awarded an aggregate of 5,000
and  10,000 shares of common stock, respectively, to its non-employee directors.
These  awards  resulted  in  compensation  expense  of  $286,000  and  $163,000,
respectively  (including $218,000 and $56,000, respectively, of payments made to
offset  tax  liabilities  associated  with these awards), measured by the market
value  of  the  shares  on  the  date  of  grant.

     In  addition,  in  fiscal years 2002, 2001 and 2000, the Company awarded an
aggregate  of  7,000,  6,000 and 18,000 shares of common stock, respectively, to
officers  and  certain  other  employees.  These awards resulted in compensation
expense  of  $88,000,  $309,000  and  $777,000, respectively (including $21,000,
$45,000  and $275,000 of payments made to offset tax liabilities associated with
these awards), measured by the market value of the shares at June 28, 2002, June
29,  2001  and  June  30,  2000,  respectively.

     In  fiscal  year 2000, the Company awarded an aggregate of 12,000 shares of
common stock to three employees. These awards resulted in an accrual of deferred
compensation  of  $528,000  to  be amortized to compensation expense over the 24
month  period  these shares will be earned. In fiscal years 2002 and 2001, these
awards  resulted  in  compensation expense of $95,000 and $312,000, respectively
(including  payments made to offset tax liabilities associated with these awards
of  $7,000  and  $29,000,  respectively).

     Treasury  shares  with  an aggregate cost basis of $44,000 and $68,000 were
issued in connection with awards (described above) during fiscal years 2002, and
2001,  respectively.  There  were  no issuances of treasury stock in fiscal year
2000.  Accordingly,  treasury  stock was reduced for the cost of the shares on a
specific  identification,  first-in  first-out,  basis.


NOTE 7.        COMMITMENTS  AND  CONTINGENCIES

          OPERATING  LEASES

     The  Company  had  a  related  party  operating  lease  with  the Company's
President,  Chief  Executive  Officer  and  principal  stockholder, for a rented
facility  which  expired  December  31,  2001. The Company and the related party
agreed  to continue the lease on a month-to-month basis under the existing terms
until  a  new  agreement  is  finalized.  Rent  expense under this related party
operating lease was approximately $523,000, $511,000 and $495,000 for the fiscal
years  ended  June 30, 2002, 2001 and 2000, respectively. In September 2002, the
Company  and  the  related  party  reached  a  new  agreement  in principle on a
long-term  lease.  Under  the agreement the Company will pay $410,000 per annum,
subject  to  annual  increases based upon increases in the consumer price index.
The  lease will expire in August 2007, subject to two five-year renewal options.

     Rent  expense to unrelated parties was approximately $157,000, $118,000 and
$11,000  for  the fiscal years ended June 30, 2002, 2001 and 2000, respectively.
Minimum  rent  payments  under  existing lease commitments (which extend through
2004)  are  as  follows  for  each  of  the  years  ended  June  30:


                       2003            $   146,000
                       2004                 43,000
                                       ------------
                                       $   189,000
                                       ============


                                      F-16
<PAGE>
          CONTINGENCIES

     The  Company is party to certain legal proceedings that arose in the normal
course of its business. The Company does not believe that the resolution of such
matters  will  have  a significant effect on the Company's financial position or
results  of  operations.

          EMPLOYMENT  AGREEMENTS

     The  Company  has  an  employment  agreement  with  its President and Chief
Executive  Officer,  which  provides for annual base compensation of $323,000 as
well  as  additional  annual  compensation equal to 5% of net income before such
additional  compensation  and  income taxes. In August 2000, the Company amended
the  employment  agreement, effective for fiscal years beginning with the fiscal
year  ending  June  30,  2001,  to  reduce  the  additional  annual compensation
component to 2.5% of net income before such bonus and income taxes. In September
1998,  the  Company amended the employment agreement, effective for fiscal years
beginning with the fiscal year ending June 30, 1998 to allow the Company, at its
option,  to  pay  the  additional  annual  compensation  in  stock,  cash  or  a
combination  thereof,  subject  to  certain  limitations.  Such compensation for
fiscal  year  1998  was paid by the issuance of 40,908 treasury shares in fiscal
year  1999.

     The  agreement  expires March 1st of each year but is renewed automatically
for  an  additional one year in the absence of written notice to the contrary by
either party at least 120 days prior to the March 1st renewal date. In addition,
if  there  is  a change in control of the Company or the employees employment is
terminated  by the Company before the expiration of the agreement other than for
cause  (as defined in the agreement), the employee is entitled to the greater of
(a)  all  compensation  due  under the remaining term of the agreement, or (b) a
payment  equal  to  three  times  his average annual compensation (including any
incentives)  over  the  last  five  years.

     In  September  2000,  the  Company  entered  into  a  three year employment
agreement with an executive officer. The agreement provides initially for annual
base compensation of $175,000 and participation in the Company's Officers' Bonus
Plan.  If  the  officer  is  terminated  by  the  Company during the term of the
agreement,  (i)  the  officer  will be entitled to receive his base salary for a
period  of  one  year, (ii) the Company shall continue to provide family medical
coverage  for a period of eighteen months, and (iii) all exercisable options may
be  exercised  for  a  period  of  one  year  after  termination.

     In  April  2000, the Company entered into a three-year employment agreement
with  a manager. The agreement provides for annual base compensation of $110,000
and  additional quarterly incentive compensation based upon specific performance
measures,  and awards 4,000 shares of the Company's common stock to the manager.

     In April 2001, the Company entered into a three year agreement with another
executive  officer.  The  agreement  provides  for  annual  base compensation of
$150,000 and participation in the Company's Officers' Bonus Plan. If the officer
is  terminated by the Company during the term of the agreement, the officer will
be  entitled  to receive his base salary for the lesser of one year or remainder
of  the  term.

     In December 2001, the Company renewed a four year employment agreement with
an  officer.  The  agreement  provides for annual base compensation of $125,000,
plus  additional  compensation  based  upon  specific  performance measures. The
agreement  includes  termination  provisions providing for payments depending on
the  nature  of  the  termination.


                                      F-17
<PAGE>
NOTE 8.        OTHER  DATA

          ACCRUED EXPENSES

     Accrued  expenses  consist  of  the  following:

<TABLE>
<CAPTION>
                                                June 30, 2002   June 30, 2001
                                                --------------  --------------
<S>                                             <C>             <C>
          Accrued commissions and bonuses       $      499,000  $    3,105,000
          Accrued payroll and related expenses       2,386,000       2,742,000
          Other                                        333,000         388,000
                                                --------------  --------------
                                                $    3,218,000  $    6,235,000
                                                ==============  ==============
</TABLE>

          VALUATION AND QUALIFYING ACCOUNTS

     Valuation and qualifying accounts included in the accompanying consolidated
financial  statements  consist  of  the  following:

<TABLE>
<CAPTION>
                                               Balance -    Additions   Deductions /  Balance -
                                             Beginning of   Charged to     Other        End of
           Classification                       Period       Expense     Additions      Period
-------------------------------------------  -------------  ----------  ------------  ----------
<S>                                          <C>            <C>         <C>           <C>
For the year ended June 30, 2002:
 Allowance for doubtful accounts receivable
   and sales returns                         $     446,000   1,735,000     1,530,000  $  651,000
For the year ended June 30, 2001:
 Allowance for doubtful accounts receivable
   and sales returns                         $     530,000     909,000       993,000  $  446,000
For the year ended June 30, 2000:
 Allowance for doubtful accounts receivable
   and sales returns                         $     390,000   1,142,000     1,002,000  $  530,000
</TABLE>


          EMPLOYEE  BENEFIT  DEFINED  CONTRIBUTION  PLAN

     Effective November 1, 1985, the Company established a voluntary savings and
defined  contribution  plan  under  Section 401(k) of the Internal Revenue Code.
This Plan covers all U.S. employees meeting certain eligibility requirements and
allows  participants  to  contribute a portion of their annual compensation. For
the  fiscal  years  ended  June  30, 2002, 2001 and 2000, the Company provided a
matching  contribution  of  $539,000, $555,000 and $467,000, respectively, which
was  equal  to  50%  of each participant's contribution up to a maximum of 6% of
annual  compensation.  Employees  are 100% vested in their own contributions and
become  fully  vested  in  the  employer  contributions  over  five  years.

          PROFIT  BONUS  PLAN

     Effective  commencing  in  fiscal  year  1995, the Company adopted a Profit
Bonus  Plan for the benefit of eligible employees, as defined. The plan provides
that,  for  each  fiscal  year,  the  Board of Directors, in its discretion, may
establish a bonus pool not to exceed 10% of pretax income of the Company for the
subject  fiscal  year. The bonus pool is then allocated among eligible employees
in  accordance with the terms of the plan. For fiscal year 2002, no compensation
expense  was  recognized  pursuant to this plan. For fiscal years 2001 and 2000,
the  Company  recognized  related  compensation  expense  of  $1,590,000  and
$1,414,000,  respectively,  pursuant  to  this  plan.


                                      F-18
<PAGE>
     Effective January 1, 2000, the Company adopted a Managers Profit Bonus Plan
for  the  benefit of eligible employees, as defined. The plan provides that, for
each  fiscal  year,  the  Board  of Directors, in its discretion, may allocate a
percentage of the Company's pre-tax profits (not to exceed 2.5% of such profits)
for  equal  distribution  among  participants  in  the plan. Participants in the
Managers  Profit  Bonus Plan are no longer eligible to participate in the Profit
Bonus  Plan  described  above. For fiscal years 2002, 2001 and 2000, the Company
recognized compensation expense of $11,000, $397,000 and $258,000, respectively,
in  respect  of  this  plan.

     The Company has a bonus plan for executive officers. This plan provides for
a  majority  of the eligible employees to receive a cash bonus equal to at least
0.5%  of  the  Company's  pre  tax income. In addition two of the employees have
different  plans  that  provide  for bonus calculations based upon other factors
including  product  line  profitability  and achievement of bookings quotas. For
fiscal years 2002, 2001 and 2000, the Company recognized compensation expense of
$145,000,  $1,624,000  and  $1,987,000,  respectively,  pursuant  to  this plan.


NOTE  9.       FOREIGN  OPERATIONS

     The  Company markets and distributes a portion of its foreign sales through
its  wholly-owned  subsidiaries,  Phase  Components  Ltd., located in the United
Kingdom, and ATC Nordic AB, located in Sweden. During the fiscal year ended June
30  2002,  the  Company closed its wholly-owned subsidiary located in the United
Kingdom  as  part  of  cost  reduction  measures instituted during the year. The
business  activity  has  been  moved to the Company's wholly-owned subsidiary in
Sweden.  The  following  table summarizes certain financial information covering
the Company's operations in the United States, the United Kingdom and Sweden for
fiscal years 2002, 2001 and 2000. Net sales information is based upon country of
origin.

<TABLE>
<CAPTION>
                                    2002         2001         2000
                                 -----------  -----------  -----------
<S>                              <C>          <C>          <C>
             Net sales
                 United States   $44,359,000  $77,235,000  $63,070,000
                 United Kingdom      687,000    2,549,000    2,992,000
                 Sweden            4,539,000    4,801,000      630,000
                                 -----------  -----------  -----------
              Total              $49,585,000  $84,585,000  $66,692,000
                                 ===========  ===========  ===========

             Long-lived assets
                 United States   $29,768,000  $31,934,000  $22,745,000
                 United Kingdom          ---      292,000      334,000
                 Sweden               59,000       62,000       12,000
                                 -----------  -----------  -----------
              Total              $29,827,000  $32,288,000  $23,091,000
                                 ===========  ===========  ===========
</TABLE>

     U.S.  sales  include $11,900,000, $16,271,000 and $13,424,000 for export in
fiscal  years  2002, 2001 and 2000, respectively. Export sales were primarily to
customers  in  Western  Europe,  Canada  and  the  Far  East.


                                      F-19
<PAGE>
NOTE  10.      DISCLOSURES  ABOUT  THE  FAIR  VALUE OF FINANCIAL INSTRUMENTS

          CASH  AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE, AND
          ACCRUED  EXPENSES

     The  carrying  amount  approximates fair value due to the short maturity of
these  instruments.


          INVESTMENTS

     Cost and fair value of the Company's investments is presented in Note

2.  Fair  value  is  based  upon  quoted  market  prices.

          LONG-TERM  DEBT

     At  June  30,  2002,  the  fair  value  of the capital lease obligation was
$3,400,000  based  on  the  present value of future cash flows and the Company's
estimated  incremental  borrowing rate of 3.3%. The fair value of the bank loans
approximate  fair  value  as  the underlying variable interest rates approximate
rates which would be offered to the Company for the same or similar instruments.

     Fair  value  estimates  are  made  at  a  specific  point in time, based on
relevant  market  information  and  information  about the financial instrument.
These  estimates  are subjective in nature and involve uncertainties and matters
of  significant  judgment  and,  therefore, cannot be determined with precision.
Changes  in  assumptions  could  significantly  affect  the  estimates.


                                      F-20
<PAGE>