FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period 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:    0-11676


                                  BEL FUSE INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New Jersey                                            22-1463699
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                              206 Van Vorst Street
                          Jersey City, New Jersey 07302
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  201-432-0463
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X            No
    ---              ------

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     At August 1, 2002, there were 2,676,225 shares of Class A Common Stock,
$.10 par value, outstanding and 8,252,492 shares of Class B Common Stock, $.10
par value, outstanding.


<PAGE>


                                  BEL FUSE INC.

                                      INDEX

                                                                     Page Number
                                                                     -----------

Part I.            Financial Information

   Item 1.         Financial Statements ..............................    1

                   Consolidated Balance Sheets as of
                   June 30, 2002 (unaudited) and
                   December 31, 2001 .................................  2 - 3

                   Consolidated Statements of
                   Operations for the Three and Six Months
                   Ended June 30, 2002 and 2001 (unaudited) ..........    4

                   Consolidated Statements of Stockholders'
                   Equity for the Six Months Ended
                   June 30, 2002 (unaudited) .........................    5

                   Consolidated Statements of
                   Cash Flows for the Six
                   Months Ended June 30,
                   2002 and 2001 (unaudited) .........................  6 - 7

                   Notes to Consolidated Financial
                   Statements (unaudited) ............................  8 - 11

   Item 2.         Management's Discussion and Analysis
                   of Financial Condition and Results
                   of Operations ..................................... 12 - 21

   Item 3.         Quantitative and Qualitative
                   Disclosures About Market Risk .....................   21

Part II.       Other Information

   Item 1.     Legal Proceedings .....................................   22


   Item 4.     Submission of Matters to a Vote of Security Holders ...   22


   Item 6.     Exhibits and Reports on Form 8-K ......................   22

Signatures ...........................................................   23



<PAGE>


PART I. Financial Information

   Item 1. Financial Statements

     Certain information and footnote disclosures required under generally
accepted accounting principles in the United States of America have been
condensed or omitted from the following consolidated financial statements
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is suggested that the following consolidated financial statements be read in
conjunction with the year-end consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.

     The results of operations for the six month period ended June 30, 2002 and
2001 are not necessarily indicative of the results for the entire fiscal year or
for any other period.


                                       -1-
<PAGE>


                                BEL FUSE INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS

                                            ASSETS
<TABLE>
<CAPTION>
                                                               June 30,         December 31,
                                                                2002               2001
                                                            ------------        ------------
                                                            (Unaudited)
<S>                                                         <C>                 <C>
Current Assets:
     Cash and cash equivalents .........................    $ 63,337,131        $ 69,278,574
     Marketable securities .............................       4,089,479           2,342,663
     Accounts receivable, less allowance
      for doubtful accounts of $945,000 and $945,000 ...      15,505,050           9,814,914
     Inventories .......................................      16,556,320          13,870,822
     Prepaid expenses and other current
      assets ...........................................         475,634             269,275
     Refundable income taxes ...........................         954,834             826,859
     Deferred income taxes .............................         818,000             817,000
                                                            ------------        ------------

      Total Current Assets .............................     101,736,448          97,220,107
                                                            ------------        ------------

Property, plant and equipment - net ....................      35,767,688          36,353,951

Goodwill and intangible assets-net of
     amortization of $6,346,155 and $5,811,188 .........      13,118,564          13,653,521

Other assets ...........................................         291,228             288,943
                                                            ------------        ------------

      TOTAL ASSETS .....................................    $150,913,928        $147,516,522
                                                            ============        ============
</TABLE>

                       See notes to consolidated financial statements.
                                             -2-
<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   June 30,         December 31,
                                                     2002              2001
                                                 ------------      ------------
                                                 (Unaudited)
Current Liabilities:
     Accounts payable .......................    $  6,646,039      $  4,624,185
     Accrued expenses .......................       8,672,224         8,492,425
     Dividends payable ......................         411,000           405,000
                                                 ------------      ------------

      Total Current Liabilities .............      15,729,263        13,521,610

Deferred income taxes .......................       4,897,000         4,532,000
                                                 ------------      ------------
      Total Liabilities .....................      20,626,263        18,053,610
                                                 ------------      ------------

Stockholders' Equity:
     Preferred stock, no par value -
       authorized 1,000,000 shares;
       none issued ..........................            --                --
     Class A common stock, par value
       $.10 per share - authorized
       10,000,000 shares; outstanding
       2,676,225 and 2,664,637 shares
       (net of 1,072,770 treasury shares) ...         267,623           266,464
     Class B common stock, par value
       $.10 per share - authorized
       30,000,000 shares; outstanding
       8,248,992 and 8,105,117 shares
       (net of 3,218,310 treasury shares) ...         824,899           810,512
     Additional paid-in capital .............      13,826,938        11,674,768
     Retained earnings ......................     115,350,219       116,699,114
     Cumulative other comprehensive
      income ................................          17,986            12,054
                                                 ------------      ------------

      Total Stockholders' Equity ............     130,287,665       129,462,912
                                                 ------------      ------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY ...............................    $150,913,928      $147,516,522
                                                 ============      ============

                       See notes to consolidated financial statements.
                                      -3-
<PAGE>


                                               BEL FUSE INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        (unaudited)
<TABLE>
<CAPTION>
                                                         Six Months Ended                       Three Months Ended
                                                             June 30,                               June 30,
                                                ---------------------------------         --------------------------------
                                                    2002                 2001                 2002                2001
                                                ------------         ------------         ------------        ------------
<S>                                             <C>                  <C>                  <C>                 <C>
Sales ......................................    $ 41,240,831         $ 55,779,903         $ 24,726,829        $ 22,076,118
                                                ------------         ------------         ------------        ------------

Costs and Expenses:

     Cost of sales .........................      32,906,678           49,658,562           18,546,055          29,386,997
     Selling, general and
      administrative expenses ..............       8,537,413           11,119,255            4,443,259           5,494,111
                                                ------------         ------------         ------------        ------------
                                                  41,444,091           60,777,817           22,989,314          34,881,108
                                                ------------         ------------         ------------        ------------

Income (loss) from operations ..............        (203,260)          (4,997,914)           1,737,515         (12,804,990)

Other income - net .........................         534,564            1,519,482              282,365             693,876
                                                ------------         ------------         ------------        ------------

Earnings (loss) before income taxes ........         331,304           (3,478,432)           2,019,880         (12,111,114)

Income tax provision (benefit) .............         859,000               55,000              727,000          (1,001,000)
                                                ------------         ------------         ------------        ------------

Net earnings (loss) ........................    $   (527,696)        $ (3,533,432)        $  1,292,880        $(11,110,114)
                                                ------------         ------------         ------------        ------------

Basic earnings (loss) per common share .....    $      (0.05)        $      (0.33)        $       0.12        $      (1.04)
                                                ------------         ------------         ------------        ------------

Diluted earnings (loss) per common share ...    $      (0.05)        $      (0.33)        $       0.12        $      (1.04)
                                                ------------         ------------         ------------        ------------

Weighted average number of
 common shares outstanding-basic ...........      10,883,180           10,684,149           10,919,343          10,714,868
                                                ------------         ------------         ------------        ------------
Weighted average number of
 common shares outstanding and
 potential common shares - diluted .........      10,883,180           10,684,149           11,091,105          10,714,868
                                                ------------         ------------         ------------        ------------


                                      See notes to consolidated financial statements.
                                                            -4-
</TABLE>

<PAGE>

<TABLE>

                                                   BEL FUSE INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>

                                                                                      Cumulative
                                                                                        Other
                                                          Compre-                       Compre-   Class A    Class B      Additional
                                                          hensive       Retained        hensive    Common     Common        Paid-In
                                         Total         Income (loss)    Earnings        Income     Stock      Stock         Capital
                                     ------------      -------------   ------------   ----------  ---------  --------    -----------
<S>                                  <C>             <C>               <C>             <C>        <C>        <C>         <C>
Balance, January 1, 2001 ........... $141,016,080                      $130,470,576    $ 61,889   $264,683   $799,379    $ 9,419,553
Exercise of stock
  options ..........................    1,328,129                                                    1,781     11,133      1,315,215
Tax benefits arising
  from the non-qualified
  disposition of
  incentive stock options ..........      382,000                                                                            382,000
Cash dividends on Class B
  common stock .....................   (1,609,490)                       (1,609,490)
Modifications of terms of
  stock option .....................      533,000                                                                            533,000
Currency translation
  adjustment .......................        3,165    $      3,165                         3,165
Issuance of common stock warrants
  for consulting services ..........       25,000                                                                             25,000
Decrease in marketable
  securities-net of taxes ..........      (53,000)        (53,000)                      (53,000)
Net loss ...........................  (12,161,972)    (12,161,972)      (12,161,972)
                                                     ------------
      Comprehensive loss ...........                 $(12,211,807)
                                                     ------------
                                     ------------                      ------------     -------   --------   --------    -----------
Balance, December 31, 2001 .........  129,462,912                       116,699,114      12,054    266,464    810,512     11,674,768
Exercise of stock options ..........    1,722,716                                                    1,159     14,387      1,707,170
Tax benefit arising from the
  non-qualified disposition of
  incentive stock options ..........      445,000                                                                            445,000
Cash dividends on Class B
  common stock .....................     (821,199)                         (821,199)
Currency translation adjustment ....       (1,068)   $     (1,068)                       (1,068)
Increase in marketable securities-
   net of taxes ....................        7,000           7,000                         7,000
Net loss ...........................     (527,696)       (527,696)         (527,696)
                                                     ------------
      Comprehensive loss ...........                 $   (521,764)
                                                     ============
                                     ------------                      ------------    --------   --------   --------  -------------
Balance, June 30, 2002 ............. $130,287,665                      $115,350,219    $ 17,986   $267,623   $824,899  $  13,826,938
                                     ============                      ============    ========   ========   ========  =============

                                           See notes to consolidated financial statements.
                                                                -5-
</TABLE>

<PAGE>


                             BEL FUSE INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (unaudited)
<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                                  June 30,
                                                      ---------------------------------
                                                           2002                 2001
                                                      ------------         ------------
<S>                                                   <C>                  <C>
Cash flows from operating activities:
      Net (loss) .................................    $   (527,696)        $ (3,533,432)
Adjustments to reconcile net (loss)
     to net cash provided by operating
      activities:
      Depreciation and amortization ..............       3,133,871            3,462,951
      Inventory write-off ........................            --             12,000,000
      Deferred income taxes ......................         357,000             (385,000)
      Other ......................................         445,000              217,000
      Changes in operating assets and
       liabilities ...............................      (6,525,100)          (1,458,797)
                                                      ------------         ------------
        Net Cash Provided by (used in)
         Operating Activities ....................      (3,116,925)          10,302,722
                                                      ------------         ------------

Cash flows from investing activities:
 Purchase of property, plant and
  equipment ......................................      (2,011,719)          (4,217,567)
Payment for acquisition - net of cash acquired ...            --             (5,943,046)
 Proceeds from sale of marketable
  securities .....................................       2,200,000                 --
Purchase of marketable securities ................      (3,934,816)                --
Proceeds from repayment by contractors ...........          14,500               14,500
                                                      ------------         ------------

      Net Cash Used in Investing Activities ......      (3,732,035)         (10,146,113)
                                                      ------------         ------------

Cash flows from financing activities:
 Proceeds from exercise of stock options .........       1,722,716              850,416
 Dividends paid to common shareholders ...........        (815,199)            (799,736)
                                                      ------------         ------------

     Net Cash Provided by
      Financing Activities .......................         907,517               50,680
                                                      ------------         ------------

Net increase (decrease) in Cash ..................      (5,941,443)             207,289
Cash and Cash Equivalents -
 beginning of period .............................      69,278,574           62,587,033
                                                      ------------         ------------

Cash and Cash Equivalents -
 end of period ...................................    $ 63,337,131         $ 62,794,322
                                                      ============         ============
                                                                             (Continued)
</TABLE>
                     See notes to consolidated financial statements.
                                          -6-
<PAGE>


                                BEL FUSE INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Continued)
                                          (unaudited)
<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                        June 30,
                                                            ---------------------------------
                                                                2002                 2001
                                                            ------------         ------------
<S>                                                         <C>                  <C>
Changes in operating assets and
  liabilities consist of:
     (Increase) decrease in accounts
      receivable .......................................    $ (5,690,136)        $ 10,051,864
     Increase in inventories ...........................      (2,685,498)          (4,153,091)
     Increase in prepaid expenses and
       other current assets ............................        (220,859)            (420,973)
     Increase in prepaid taxes .........................        (127,975)            (790,361)
     Increase in other assets ..........................          (2,285)              (2,700)
     Increase (decrease) in accounts payable ...........       2,021,854           (4,705,386)
     Increase (decrease) in accrued expenses ...........         179,799           (1,438,150)
                                                            ------------         ------------
                                                            $ (6,525,100)        $ (1,458,797)
                                                            ============         ============

Supplementary information:
Cash paid during the period for:

     Income taxes ......................................    $    163,000         $    955,000
                                                            ============         ============

Non-Cash Investing Activities:

     Unrealized (gain) loss on marketable securities ...    $      7,000         $    (30,000)
                                                            ============         ============

Acquisitions:

     Fair value of net assets acquired
      (excluding cash of $341,954) .....................                         $    267,789
     Identified intangibles ............................                            5,675,257
                                                                                 ------------

     Cash paid .........................................                         $  5,943,046
                                                                                 ============
</TABLE>
                        See notes to consolidated financial statements.
                                              -7-
<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

     The consolidated balance sheet as of June 30, 2002, and the consolidated
statements of operations, stockholders' equity and cash flows for the periods
presented herein have been prepared by the Company and are unaudited. In the
opinion of management, all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, stockholders' equity and cash flows for all periods presented have
been made. The information for December 31, 2001 was derived from audited
financial statements.


2. Acquisitions

     On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and then existing business of Current Concepts,
Inc. ("Current Concepts") for an aggregate of $6,285,000 in cash (including
acquisition expenses). The Company will be required to make contingent purchase
price payments of up to approximately $7.6 million should the acquired companies
reach various sales levels. The transactions were accounted for using the
purchase method of accounting and, accordingly, the results of operations of
Current Concepts and E-Power have been included in the Company's consolidated
financial statements solely since the date of acquisition. Purchase price
allocations were based on independent appraisals. The excess of the purchase
price over the net assets acquired is $5.7 million and was being amortized on a
straight-line basis over a period of four to fifteen years. The Company
discontinued the amortization of goodwill effective January 1, 2002 and will
measure the impairment of goodwill, if any, in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 142 (See Note 5 of Notes to
Consolidated Financial Statements).

     The following unaudited pro forma summary results of operations assumes
that both Current Concepts and E-Power had been acquired as of January 1, 2001:

                                                     Six Months Ended
                                                         June 30,
                                                           2001
                                                     ----------------
     Sales .......................................     $ 55,867,166
     Net loss ....................................       (4,089,274)
     Loss per common share-diluted ...............            (0.38)

     The information above is not necessarily indicative of the results of
operations that would have occurred if the acquisitions had been consummated as
of January 1, 2001, nor should such information be construed as being a
representation of the future results of operations of the Company.


                                      -8-
<PAGE>


3. Earnings (Loss) Per Share

     Basic earnings (loss) per common share are computed using the weighted
average number of common shares outstanding during the period. Diluted earnings
(loss) per common share are computed using the weighted average number of common
shares and potential common shares outstanding during the period. For the three
months ended June 30, 2001 and the six months ended June 30, 2002 and 2001
potential common shares were not used in the computation of diluted loss per
common share as their effect would be antidilutive.


4. Business Segment Information

     The Company does not have reportable operating segments as defined in
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information". The method for attributing revenues
for interim purposes is based on total shipments from the country of origination
less intergeographic revenues. The Company operates facilities in the United
States, Europe and the Far East. The primary criteria by which financial
performance is evaluated and resources are allocated are revenues and operating
income. The following is a summary of key financial data:

<TABLE>
<CAPTION>
                                                Six Months Ended                        Three Months Ended
                                                   June 30,                                 June 30,
                                      ---------------------------------         ---------------------------------
                                          2002                 2001                 2002                 2001
                                      ------------         ------------         ------------         ------------
<S>                                   <C>                  <C>                  <C>                  <C>
Total Revenues:
   United States ..................   $ 14,346,698         $ 25,908,420         $  7,509,836         $  9,555,351
   Asia ...........................     39,422,357           54,987,731           23,314,835           18,751,438
   Less intergeographic
    revenues ......................    (12,528,224)         (25,116,248)          (6,097,842)          (6,230,671)
                                      ------------         ------------         ------------         ------------
                                      $ 41,240,831         $ 55,779,903         $ 24,726,829         $ 22,076,118
                                      ------------         ------------         ------------         ------------

Income (loss) from Operations:
  United States ...................   $  1,711,687         $    829,508         $  1,373,267         $   (222,813)
  Asia ............................     (1,914,947)          (5,827,422)             364,248          (12,582,177)
                                      ------------         ------------         ------------         ------------
                                      $   (203,260)        $ (4,997,914)        $  1,737,515         $(12,804,990)
                                      ============         ============         ============         ============
</TABLE>

                                                       -9-
<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5. Recent Accounting Pronouncements

     On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." The major provisions of SFAS No. 141 were as follows: all
business combinations initiated after June 30, 2001 must use the purchase method
of accounting; the pooling of interest method of accounting is prohibited. SFAS
No. 142 eliminated the amortization of goodwill and other intangibles and
requires an impairment test of their carrying value. An initial impairment test
of goodwill and other intangibles must be completed in the year of adoption with
at least an annual impairment test thereafter. On January 1, 2002, the Company
adopted SFAS No. 142. The Company completed the initial impairment tests in the
first quarter of 2002, which did not result in an impairment of goodwill or
other intangibles.

     The following information represents pro forma net income (loss) and
earnings (loss) per share assuming the adoption of SFAS No. 142 in the first
quarter of 2001:

<TABLE>
<CAPTION>
                                                                    For the Six Months                   For the Three Months
                                                                      Ended June 30,                         Ended June 30,
                                                               -----------------------------         ------------------------------
                                                                  2002              2001                2002              2001
                                                               ---------         -----------         ----------        ------------
<S>                                                            <C>               <C>                 <C>               <C>
Reported net income (loss) ................................    $(527,696)        $(3,533,432)        $1,292,880        $(11,110,114)
    Addback:  Goodwill amortization (net of income tax) ...         --               298,700               --               109,500
                                                               ---------         -----------         ----------        ------------
Adjusted net income (loss) ................................    $(527,696)        $(3,234,732)        $1,292,880        $(11,000,614)
                                                               =========         ===========         ==========        ============

Basic earnings (loss) per share:
Reported net income (loss) ................................    $   (0.05)        $     (0.33)        $     0.12        $      (1.04)
    Addback: Goodwill amortization ........................         --                  0.03               --                  0.01
                                                               ---------         -----------         ----------        ------------
Adjusted net income (loss) ................................    $   (0.05)        $     (0.30)        $     0.12        $      (1.03)
                                                               =========         ===========         ==========        ============

Diluted earnings (loss) per share:
Reported net income (loss) ................................    $   (0.05)        $     (0.33)        $     0.12        $      (1.04)
    Addback: Goodwill amortization ........................         --                  0.03               --                  0.01
                                                               ---------         -----------         ----------        ------------
Adjusted net income (loss) ................................    $   (0.05)        $     (0.30)        $     0.12        $      (1.03)
                                                               =========         ===========         ==========        ============
</TABLE>

     In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company is required to implement SFAS No. 143 on January 1, 2003,
and management does not expect its adoption to have a material impact on the
Company's results of operations or financial position.


                                      -10-
<PAGE>


     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", effective for fiscal years
beginning after December 15, 2001. Under SFAS No. 144 assets held for sale will
be included in discontinued operations if the operations and cash flows will be
or have been eliminated from the ongoing operations of the entity and the entity
will not have any significant continuing involvement in the operations of the
component. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's results of
operations or financial position.

     In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement will be effective for the Company for
the year ending December 31, 2003. The adoption of this statement will not have
a material effect on the Company's results of operations or financial position.

     In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
will supersede Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires
that costs associated with an exit or disposal plan be recognized when incurred
rather than at the date of a commitment to an exit or disposal plan. SFAS No.
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.


                                      -11-
<PAGE>


Management's Discussion and Analysis of Financial Condition and Results of
Operations

     The Company's quarterly and annual operating results are affected by a wide
variety of factors that could materially and adversely affect revenues and
profitability, including the following: (a) the dramatic impact of current
conditions in the telecommunications market on the Company's customers; (b) the
general conditions in the electronics industry; (c) the risk that the Company
may be unable to respond adequately to rapidly changing technology developments
in its industry; (d) risks associated with the Company's Far East operations;
(e) the highly competitive nature of the Company's industry and the impact that
competitors' new products and pricing may have upon the Company; (f) the
likelihood that revenues may vary significantly from one accounting period to
another accounting period due to a variety of factors, including customers'
buying decisions, the Company's product mix and general market and economic
conditions; (g) the Company's reliance on certain substantial customers; (h)
risks associated with the Company's ability to manufacture and deliver products
in a manner that is responsive to its customers' needs; (i) the risk of foreign
currency fluctuations; and (j) other market and competitive factors impacting
the Company's customers. As a result of these and other factors, the Company may
experience material fluctuations in future operating results on a quarterly or
annual basis, which could materially and adversely affect its business,
financial condition, operating results, and stock prices. Furthermore, this
document and other documents filed by the Company with the Securities and
Exchange Commission (the "SEC") contain certain forward-looking statements under
the Private Securities Litigation Reform Act of 1995 ("Forward-Looking
Statements") with respect to the business of the Company. These Forward-Looking
Statements are subject to certain risks and uncertainties, including those
mentioned above, and those detailed in Item 1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, which could cause actual results
to differ materially from these Forward-Looking Statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these Forward-Looking Statements which may be necessary to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. An investment in the Company involves various risks,
including those mentioned above and those which are detailed from time to time
in the Company's SEC filings.

     The following discussion and analysis should be read in conjunction with
the Company's consolidated financial statements and the notes related thereto.
The discussion of results, causes and trends should not be construed to infer
any conclusion that such results, causes or trends will necessarily continue in
the future.

Critical Accounting Policies

     The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
the Company evaluates its estimates, including those related to product returns,
bad debts, inventories, intangible assets, investments, income taxes and
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.


                                      -12-
<PAGE>


     The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements. The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of the Company's customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.

     The Company makes purchasing decisions principally based upon firm sales
orders from customers, the availability and pricing of raw materials and
projected customer requirements. Future events that could adversely affect these
decisions and result in significant charges to the Company's operations include
a slow down in customer demand, such as the Company is currently experiencing,
customers delaying the issuance of sales orders to the Company, miscalculating
customer requirements, technology changes which render the raw materials and
finished goods obsolete, and loss of customers and/or cancellation of sales
orders. The Company writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon the aforementioned assumptions. If actual
market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.

     The Company seeks sales and profit growth by expanding its existing
customer base, developing new products and by pursuing strategic acquisitions
that meet the Company's criteria relating to (I) the market for the products;
(ii) the Company's ability to efficiently manufacture the product; (iii)
synergies that are created by the acquisition; and (iv) a purchase price that
represents fair value. If the Company's evaluation of a target company misjudges
its technology, estimated future sales or profitability levels, or ability to
keep pace with the latest technology, these factors could impair the value of
the investment, which could materially adversely affect the Company's
profitability.

     The Company files income tax returns in every jurisdiction in which it has
reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.


                                      -13-
<PAGE>


     Results of Operations

     The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of operations.

<TABLE>
<CAPTION>
                                                         Percentage of Net Sales
                                        -----------------------------------------------------------
                                           Six Months Ended                   Three Months Ended
                                              June 30,                             June 30,
                                        ----------------------             ------------------------
                                         2002           2001                2002             2001
                                        -------        -------             --------         -------

<S>                                     <C>            <C>                 <C>              <C>
Net sales ...........................   100.0 %        100.0  %            100.0  %         100.0 %
Cost of sales .......................    79.8           89.0                75.0            133.1
Selling, general and
 administrative expenses ............    20.7           19.9                18.0             24.9
Other income - net ..................     1.3            2.7                 1.1              3.1
Earnings (loss) before income
 tax provision ......................     0.8           (6.3)                8.2            (54.8)
Income tax provision (benefit) ......     2.1            --                  2.9             (4.5)
Net earnings (loss) .................    (1.3)          (6.3)                5.3            (50.3)
</TABLE>


     The following table sets forth, for the period indicated, the percentage
increase (decrease) of items included in the Company's consolidated statements
of operations.

                                        Increase (Decrease) from Prior Period
                                      -----------------------------------------
                                       Six Months Ended      Three Months Ended
                                        June 30, 2002          June 30, 2002
                                      compared with 2001     compared with 2001
                                      -------------------    ------------------

Net sales ............................       (26.1) %               12.0 %
Cost of sales ........................       (33.7)                (36.9)
Selling, general and
 administrative expenses .............       (23.2)                (19.1)
Other income - net ...................       (64.8)                (59.3)
Earnings (loss) before
 income tax provision ................       109.5                 116.7

Income tax provision (benefit) .......       146.2                 172.6
Net earnings (loss) ..................        85.1                 111.6


                                      -14-
<PAGE>


Six Months ended June 30, 2002 vs.
   Six Months ended June 30, 2001

Overview

     The Company believes that the worst of the slowdown in the global
electronics industry may now be over. While business conditions remain
difficult, the Company believes that there are positive indications that suggest
that conditions should improve for the Company and the industry. Backlog is
rising, and the Company sees signs that some momentum is being re-established in
several key product areas. The Company currently expects to report improved top
and bottom line performance in the third quarter of 2002 compared to the second
quarter with further improvement likely in the fourth quarter of the year.

     The statements in the immediately preceding paragraph represent
Forward-Looking Statements. Actual results could differ substantially from such
projections as a result of the factors referenced above.

Sales

     Net sales decreased 26.1% from $55,779,903 during the first six months of
2001 to $41,240,831 during the first six months of 2002. The Company attributes
this decrease to the decline in demand affecting the global electronics
industry. Although all product lines experienced sales decreases except for
integrated connector modules ("ICM"), the telecommunications and networking
lines were particularly depressed. The Company is experiencing both volume
reductions and price degradation as customers take aggressive price positions.
The Company believes that certain of its competitors are selling older
generation products close to or below cost, making it difficult for the Company
to maintain its traditional pricing.

     Demand for the Company's expanding line of integrated connector modules
remains healthy. The Company is also pleased by the steady progress it is making
in its new Power division, and in the development of additional products in the
Company's line of surface mount magnetic components for high-speed transmission
and networking applications. At the same time, manufacturing overhead and
variable expenses have been dramatically reduced, which should contribute to
improved profitability to the extent that sales begin to recover.

   Cost of Sales

     Cost of sales as a percentage of net sales decreased from 89.0% during the
first six months of 2001 to 79.8% in 2002. The decrease in the cost of sales
percentage is primarily attributable to a $12 million inventory write-off of
surplus and obsolete inventory and non-cancelable purchase commitments during
the six months ended June 30, 2001 and cost containment measures implemented by
the Company that positively affected the six month period ended June 30, 2002
offset in part by manufacturing inefficiencies due to reduced sales volume and a
change in the Company's sales mix. The Company's product mix during the six
months ended June 30, 2002 contained a significant percentage of products that
have a high material content. Such products do not produce margins as high as
the Company's traditional products.


                                      -15-
<PAGE>


     The Company incurred approximately $100,000 (net of taxes) of additional
severance and employee relocation costs during the three months ended June 30,
2002 and expects to incur approximately $900,000 (net of taxes) of such costs
during the next six months of 2002. This projection represents a Forward-Looking
Statement. Actual results could differ materially from this statement, depending
in large part upon market conditions in the Company's industry.

   Selling, General and Administrative Expenses

     The percentage relationship of selling, general and administrative expenses
to net sales increased from 19.9% during the first six months of 2001 to 20.7%
during the first six months of 2002. The Company attributes the percentage
increase primarily to decreased sales. Selling, general and administrative
expenses decreased in dollar amount by approximately 23.2%. The Company
attributes the decrease in dollar amount of such expenses to cost containment
measures implemented by the Company, reduced sales related expenses, the
elimination of employee bonuses and the elimination of the amortization of
goodwill of approximately $.5 million.

   Other Income - net

     Other income, consisting principally of interest earned on cash and cash
equivalents, decreased by approximately $985,000 during the first six months of
2002 compared to the first six months of 2001. The decrease is due to lower
interest rates earned on cash and cash equivalents.

   Income Tax Provision

     The provision for income taxes for the first six months of 2002 was
$859,000 as compared to $55,000 for the first six months of 2001. The increase
in the provision is due primarily to the Company's earnings before income taxes
for the first six months of 2002 versus a loss before income taxes for the first
six months of 2001. Consolidated income tax provisions for the six months ended
June 30, 2002 and 2001 do not reflect the statutory rate in the United States of
America which is taxed at significantly higher rates than the benefit derived
from taxable losses in the Company's Far East operations.


Three Months ended June 30, 2002 vs.
   Three Months ended June 30, 2001

Sales

     Net sales increased 12.0% from $22,076,118 during the second quarter of
2001 to $24,726,829 during the second quarter of 2002. The Company attributes
this increase primarily to increased sales of Integrated Connector Modules
("ICM") and fuses. The Company believes that the market is responding favorably
to newer versions of its ICM products.

   Cost of Sales

     Cost of sales as a percentage of net sales decreased from 133.1% during the
second quarter of 2001 to 75.0% in 2002. The decrease in the cost of sales
percentage is primarily attributable to the reasons set forth in the six month
analysis and increased sales volume.


                                      -16-
<PAGE>


   Selling, General and Administrative Expenses

     The percentage relationship of selling, general and administrative expenses
to net sales decreased from 24.9% during the second quarter of 2001 to 18.0%
during the second quarter of 2002. The Company attributes the percentage
decrease primarily to cost control measures implemented by the Company to reduce
overheads, reduced head count and increased sales. Selling, general and
administrative expenses decreased in dollar amount by approximately 19.1%. The
Company attributes the decrease in the dollar amount of such expenses to cost
controls, reduced overheads, reduced head count and the elimination of the
amortization of goodwill of $.2 million.

   Other Income - net

     Other income, consisting principally of interest earned on cash and cash
equivalents, decreased by approximately $412,000 during the second quarter of
2002 compared to the second quarter of 2001. The decrease is primarily due to
the reasons set forth in the six month analysis.

   Income Tax Provision

     The provision (benefit) for income taxes for the second quarter of 2002 was
$727,000 as compared to $(1,001,000) for the second quarter of 2001. The
increase in the provision is due primarily to the reasons set forth in the six
month analysis.

Cost Control Measures

     In light of the current market in the Company's industry, the Company
continues to review its operating structures in efforts to control costs. Such
measures can be expected to result in a consolidation of the Company's U.S.
research and development operations and the recognition of related charges in
future periods. The Company incurred $.1 million (net of taxes) in additional
severance and employee relocation charges and expects to incur additional
severance and employee relocation charges of up to approximately $.9 million
(net of taxes) through June 30, 2003. The description of this expectation
constitutes a Forward Looking Statement. Actual results could differ materially
from such expectation as a result of a number of factors, including the
Company's ability to effect its relocation plans, the economic condition of the
Company's industry and other factors that relate to the extent to which the
Company is able to restore its profitability.

Inflation

     During the past two years, the effect of inflation on the Company's
profitability was not material. Historically, fluctuations of the U.S. dollar
against other major currencies have not significantly affected the Company's
foreign operations as most transactions have been denominated in U.S. dollars or
currencies linked to the U.S. dollar.


                                      -17-
<PAGE>


Liquidity and Capital Resources

     Historically, the Company has financed its capital expenditures primarily
through cash flows from operating activities. Management believes that the cash
flow from operations, combined with its existing capital base and the Company's
available lines of credit, will be sufficient to fund its operations for the
near term. Such statement constitutes a Forward Looking Statement. Factors which
could cause the Company to require additional capital include, among other
things, a further softening in the demand for the Company's existing products,
an inability to respond to customer demand for new products, potential
acquisitions requiring substantial capital, future expansion of the Company's
operations and net losses that could result in net cash being used in operating,
investing and/or financing activities which result in net decreases in cash and
cash equivalents. Net losses may result in the loss of domestic and foreign
credit facilities and preclude the Company from raising debt or equity financing
in the open markets.

     The Company has two domestic unsecured lines of credit amounting to
$11,000,000 which were unused at June 30, 2002. The $1 million line of credit is
renewable annually. The $10 million line of credit has an indefinite maturity.
Borrowings under the $10 million line of credit are secured by a first priority
security interest in and a lien on all personal property of Bel Fuse Inc. and
its domestic subsidiaries.

     The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000, which was unused at June 30, 2002. The line of credit
expires in December 31, 2002. Borrowing on the line of credit is guaranteed by
the U.S. parent.

     For information regarding further commitments under the Company's operating
leases, see Note 11 of Notes to the Company's 2001 Consolidated Financial
Statements in the Company's Form 10-K for the year ended December 31, 2001.

     On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and then existing business of Current Concepts,
Inc. ("Current Concepts") for an aggregate of $6,285,000 in cash (including
acquisition expenses). The Company will be required to make contingent purchase
price payments up to approximately $7.6 million should the acquired companies
reach various sales levels. The transactions were accounted for using the
purchase method of accounting and, accordingly, the results of operations of
Current Concepts and E-Power have been included in the Company's financial
statements solely since the date of acquisition. The excess of the purchase
price over the net assets acquired is approximately $5.7 million and was being
amortized on a straight-line basis over 4 to 15 years. The Company discontinued
the amortization of goodwill effective January 1, 2002 and will measure the
impairment of goodwill in accordance with SFAS No. 142.

     The Company incurred $.1 million (net of taxes) during 2002 in additional
severance and employee relocation charges and expects to incur additional
severance and employee relocation charges of up to approximately $.9 million
(net of taxes) through June 30, 2003.

     On May 9, 2000 the Board of Directors authorized the repurchase of up to
10% of the Company's outstanding common shares from time to time in market or
privately negotiated transactions. As of June 30, 2002 the Company had purchased
and retired 23,600 Class B shares at a cost of approximately $808,000, which
reduced the number of Class B common shares outstanding.


                                      -18-
<PAGE>


     During the six months ended June 30, 2002, the Company's cash and cash
equivalents decreased by approximately $5.9 million, reflecting approximately
$3.9 million in purchases of marketable securities, $2.0 million in purchases of
plant and equipment, $.8 million in dividends and $3.1 million used in operating
activities offset, in part, by $1.7 million provided by the exercise of stock
options and $2.2 million from the sale of marketable securities.

     Cash, marketable securities and cash equivalents and accounts receivable
comprised approximately 55.0% and 55.2% of the Company's total assets at June
30, 2002 and December 31, 2001, respectively. The Company's current ratio (i.e.,
the ratio of current assets to current liabilities) was 6.5 to 1 and 7.2 to 1 at
June 30, 2002 and December 31, 2001, respectively.

     On July 29, 2002 the Company purchased an engineering facility in San
Diego, CA for approximately $2.5 million. The Company plans to move its domestic
research and development operations to this facility. The Company expects to
make approximately $.5 million in improvements to this facility.

Other Matters

     Territories of Hong Kong, Macau and The People's Republic of China

     The Territory of Hong Kong became a Special Administrative Region ("SAR")
of The People's Republic of China in the middle of 1997. The territory of Macau
became a SAR of The People's Republic of China at the end of 1999. Management
cannot presently predict what future impact, if any, this will have on the
Company or how the political climate in China will affect its contractual
arrangements in China. Substantially all of the Company's manufacturing
operations and approximately 48% of its identifiable assets are located in Hong
Kong, Macau, and The People's Republic of China. Accordingly, events resulting
from any change in the "Most Favored Nation" status granted to China by the U.S.
could have a material adverse effect on the Company.

     New Accounting Pronouncements

     On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." The major provisions of SFAS No. 141 were as follows: all
business combinations initiated after June 30, 2001 must use the purchase method
of accounting; the pooling of interest method of accounting is prohibited. SFAS
No. 142 eliminated the amortization of goodwill and other intangibles and
requires an impairment test of their carrying value. An initial impairment test
of goodwill and other intangibles must be completed in the year of adoption with
at least an annual impairment test thereafter. On January 1, 2002, the Company
adopted SFAS No. 142. The Company completed the initial impairment tests in the
first quarter of 2002, which did not result in an impairment of goodwill or
other intangibles.

     In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company is required to implement SFAS No. 143 on January 1, 2003;
management does not expect its adoption to have a material impact on the
Company's results of operations or financial position.


                                      -19-
<PAGE>


     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", effective for fiscal years
beginning after December 15, 2001. Under SFAS No. 144 assets held for sale will
be included in discontinued operations if the operations and cash flows will be
or have been eliminated from the ongoing operations of the entity and the entity
will not have any significant continuing involvement in the operations of the
component. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's results of
operations or financial position.

     In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement will be effective for the Company for
the year ending December 31, 2003. The adoption of this statement will not have
a material effect on the Company's results of operations or financial position.

     In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
will supersede Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires
that costs associated with an exit or disposal plan be recognized when incurred
rather than at the date of a commitment to an exit or disposal plan. SFAS No.
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Fair Value of Financial Instruments-- The following disclosure of the
estimated fair value of financial instruments is made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated fair
values of financial instruments have been determined by the Company using
available market information and appropriate valuation methodologies.

     However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that the Company could realize in
a current market exchange.

     The Company has not entered into, and does not expect to enter into,
financial instruments for trading or hedging purposes. The Company does not
currently anticipate entering into interest rate swaps and/or similar
instruments.

     The Company's carrying values of cash, marketable securities, accounts
receivable, accounts payable and accrued expenses are a reasonable approximation
of their fair value.

     The Company's business in this regard is subject to certain risks,
including, but not limited to, differing economic conditions, loss of
significant customers, changes in political climate, differing tax structures,
other regulations and restrictions and foreign exchange rate volatility. The
Company's future results could be materially and adversely impacted by changes
in these or other factors.


                                      -20-
<PAGE>


                           PART II. Other Information

Item 1. Legal Proceedings

     The Company commenced an arbitration proceeding before the American
Arbitration Association against Lucent Technologies, Inc. in or about December
2000. The arbitration arises out of an Agreement for the Purchase and Sale of
Assets, dated October 2, 1998 (the "Asset Purchase Agreement"), among Bel Fuse,
Lucent Technologies, Inc. and Lucent Technologies Maquiladores, Inc., and a
related Global Procurement Agreement, dated October 2, 1998 (the "Supply
Agreement"), between Lucent Technologies, Inc., as Buyer, and Bel Fuse, as
Supplier. Pursuant to the Asset Purchase Agreement, the Company purchased
substantially all of the assets of Lucent's signal transformer business.
Pursuant to the Supply Agreement, Lucent agreed that except for limited
instances where Lucent was obligated to purchase product elsewhere, for a term
of 3 1/2 years, Lucent would be obligated, on an as required basis, to purchase
from the Company all of Lucent's requirements for signal transformer products.
The Supply Agreement also provided that the Company would be given the
opportunity to furnish quotations for the sale of other products.

     The Company is seeking monetary damages for alleged breaches by Lucent of
the Asset Purchase Agreement and the Supply Agreement. In its answer, Lucent
denied many of the material allegations made by the Company and also asserted
two counterclaims. The counterclaims seek recovery for alleged losses, including
loss of revenue, sustained by Lucent as a result of the Company's alleged breach
of various provisions of the Supply Agreement. The parties are currently engaged
in extensive discovery proceedings. The Company believes it has substantial and
meritorious claims against and defenses to Lucent and its counterclaims.
However, the Company cannot predict how the arbitrator will decide this matter
and whether it will have a material effect on the Company's financial
statements.

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

     The Company's annual meeting of security holders was held on May 23, 2002.
At the meeting the following votes were taken:

     (1)  The Board's nominee was elected to the Board of Directors for a term
          of three years. The votes were cast as follows:

                                      For               Withheld
                                     ---------          ---------
              Robert H. Simandl      2,195,852           197,325

          There were -0- abstentions and -0- broker votes.


                                      -21-
<PAGE>


     (2)  The adoption of the 2002 Equity Compensation Program.

          The votes were cast as follows:

                     For            Against
                    -------         -------
                    951,883         752,001

          There were 59,588 abstentions and 629,705 broker non-votes.

Item 6. Exhibits and Reports on Form 8-K

        (a)   Exhibits:
                   None

        (b)   There were no Current Reports on Form 8-K filed by the registrant
              during the quarter ended June 30, 2002.


                                      -22-
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          BEL FUSE INC.


                                          By:/s/ DANIEL BERNSTEIN
                                          --------------------------------------
                                          Daniel Bernstein, President and
                                          Chief Executive Officer


                                          By:/s/ COLIN DUNN
                                          --------------------------------------
                                          Colin Dunn, Vice President of Finance
                                          and Chief Financial Officer

Dated: August 12, 2002


                                      -23-