<PAGE>

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

                                1999 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 January 1, 2000

                                      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 No.: 0-18018

                             AEROVOX INCORPORATED
                             --------------------
            (Exact name of Registrant as specified in its charter)

               Delaware                             76-0254329
               --------                             ----------
     (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)             Identification No.)

                 740 Belleville Avenue, New Bedford, MA 02745
                 --------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                (508) 994-9661
                                --------------
                        (Registrant's telephone number)

       Securities registered pursuant to Section 12(b) of the Act: None
          Securities registered pursuant to Section 12(g) of the Act:

   Common Stock, Par Value $1.00 Per Share       Traded on the NASDAQ National
      Preferred Share Purchase Rights                   Market System

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such filing
requirements for the past ninety 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 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. [ ]

Shares Outstanding of the Registrant's Common Stock at March 20, 2000: 6,110,380
Aggregate market value of voting stock held by non-affiliates of the registrant
at March 20, 2000: $16,359,590

Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended January 1, 2000 are incorporated by reference into Parts I, II and IV
hereof. Portions of the Registrant's definitive Proxy Statement for use at the
2000 Annual Meeting of Stockholders are incorporated by reference into Part III
hereof.

An index to exhibits filed with this Report on Form 10-K appears at pages 21
through 25 hereof.
<PAGE>

                                    PART I

ITEM 1.  Business

Aerovox's predecessor, Aerovox Corporation, began in 1922 producing crystal
wireless radios. In 1973 the Aerovox AC capacitor operations, including a plant
in New Bedford, Massachusetts, together with the Aerovox name, were purchased
from Aerovox Corporation by a newly created corporation, Aerovox Industries. In
1978, RTE Corporation ("RTE"), a manufacturer of distribution transformers and
other utility electrical products, purchased all of the assets of Aerovox
Industries through its newly organized subsidiary, Aerovox Incorporated, a
Massachusetts corporation ("Aerovox Massachusetts"). In 1988 RTE was acquired by
Cooper Industries ("Cooper"), and Aerovox Massachusetts became an indirect
wholly owned subsidiary of Cooper, through Aerovox Holding Company ("AHC"); a
Delaware corporation incorporated on May 3, 1988. On May 26, 1989 Aerovox
Massachusetts was merged into AHC and AHC's name was changed to Aerovox
Incorporated. The sole purpose of this merger was to eliminate the passive
holding company structure. On February 26, 1990, 5,095,086 shares of Aerovox
Common Stock were distributed to Cooper shareholders of record on May 5, 1989.

On March 5, 1993 Aerovox purchased all the stock of Aero M, Inc., an aluminum
electrolytic capacitor manufacturer, from Cooper Industries and subsequently
merged that company into Aerovox Incorporated. On March 11, 1993 Aerovox
purchased certain assets of British aluminum electrolytic capacitor
manufacturer, BH Components Ltd., and formed a new company, BHC Aerovox Ltd.
which is located in Weymouth, England.

In August 1998 the Company sold its Power Factor Correction business unit to a
division of General Electric.

On April 5, 1999 the Company purchased all of the outstanding capital stock of
Capacitores Unidos, S.A. de C.V. ("CUSA"), a corporation organized under the
laws of Mexico for the purpose of acquiring certain assets of Compania General
de Electronica, S.A. de C.V. and merged CUSA into Aerovox de Mexico, S.A. de
C.V.

The Company's product lines are manufactured in its four North American
capacitor plants - one in New Bedford, Massachusetts, two in Juarez, Mexico and
one in Mexico City, Mexico, and at its subsidiary, BHC Aerovox Ltd., in
Weymouth, England. A principal component, aluminum foil for electrolytic
capacitors, is produced in the Aerovox plant in Huntsville, Alabama.

In August 1999 the Company disclosed its ongoing efforts to merge its three
Mexican operations into two by transferring the production of AC motor start
capacitors and certain AC film capacitors for lighting applications from Juarez
to Mexico City and to consolidate its Juarez operations into the larger of its
two existing plants there.

Also in August 1999 the Company broke ground on its new corporate headquarters
and manufacturing facility in New Bedford, MA. A phased transition to the new
facility is expected to be complete by the end of 2000.

                                                                               2
<PAGE>

Product Description

Aerovox is a leading manufacturer of electrostatic (film and paper) and aluminum
electrolytic capacitors, sold worldwide, principally to original equipment
manufacturers (OEMs) for use as components in electrical and electronic
products.

Capacitors are basic electrical components that store electrical energy and
regulate the frequency, timing and condition of electrical signals. They are
used to release predetermined amounts of energy and assist in running an
electrical device, to send predetermined amounts of energy to start an
electrical device or to store energy for releases at unscheduled future times. A
principal functional element of every capacitor is its dielectric
(nonconductive) material, which functions as an insulator separating two
electrically charged plates (electrodes). Dielectric systems can be made using a
variety of materials, such as air, ceramic, tantalum oxide, aluminum oxide,
polypropylene film and paper. The capacitors manufactured by the Company
generally use film, paper and aluminum oxide as the dielectric material.

Markets and Applications

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Markets                     Applications                                   Aerovox Products
==============================================================================================================
<S>                         <C>                                            <C>
Motors                      Compressors, air conditioners, pumps,          AC Oil Capacitors
                            refrigeration, laundry equipment,  garage      AC Dry Capacitors
                            door openers, hospital beds                    Aluminum Electrolytic Capacitors
--------------------------------------------------------------------------------------------------------------
Lighting                    Electromagnetic and electronic ballasts for    AC Oil Capacitors
                            fluorescent and high intensity                 AC Dry Capacitors
                            discharge (HID) fixtures and strobe lights     DC Film Capacitors
                                                                           Aluminum Electrolytic Capacitors
--------------------------------------------------------------------------------------------------------------
Power Electronics           Variable speed drives, uninterruptible power   DC Film Capacitors
                            supplies (UPS), power supplies,                AC Oil Capacitors
                            transportation, welders, motor speed           AC Dry Capacitors
                            controllers, telecommunications equipment,     Aluminum Electrolytic Capacitors
                            audio/visual equipment, battery chargers
--------------------------------------------------------------------------------------------------------------
Specialty                   Medical equipment (defibrillator, X-ray        Custom and Pulse Power Capacitors
                            equipment), industrial equipment,              High Voltage Capacitors
                            government and university research, power      Power Factor Correction Capacitors
                            factor control systems
--------------------------------------------------------------------------------------------------------------
EMI/RFI Filters             Power supplies, industrial equipment,          Custom and General Purposes
                            computer and telecommunications equipment      EMI/RFI Filters
                            and appliances
--------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                               3
<PAGE>

NORTH AMERICAN CAPACITOR OPERATIONS

Electrostatic Capacitors

Aerovox has manufactured electrostatic capacitors in New Bedford, Massachusetts
since 1938 and in Juarez, Mexico where the Company began manufacturing its most
labor intensive film capacitors in 1992.

All Aerovox alternating current ("AC") film capacitors are manufactured with
polypropylene film and/or kraft paper or polyester film (used in small units) as
the dielectric system. Aerovox's AC capacitors are utilized for continuous duty
in starting permanent split-phase motors and then provide power factor
correction during the running phase of the motor circuit. Applications include
air conditioners, pumps, refrigerators and other types of equipment. Aerovox AC
film capacitors are also utilized in ballasts for high intensity discharge
("HID") and fluorescent magnetic lighting fixtures, uninterruptible power
supplies ("UPS"), power supplies and in welding equipment.

Direct current ("DC") film capacitors utilize polyester films and polypropylene
(for high frequency applications) as the dielectric system. Applications for
Aerovox DC film capacitors include lighting (for electronic ballasts in
fluorescent fixtures), UPS and power supplies, variable speed drives and
equipment for audio, communications and welding applications.

The Company offers a complete line of high-voltage, multi-purpose custom and
pulse power capacitors for medical, industrial and government applications. The
smaller models in this product line are used as components in photocopiers,
laser equipment, defibrillators and other medical equipment, power supply
systems and welding equipment. Aerovox's larger DC capacitors are used in
government and university fusion power and particle acceleration research
products, government weaponry systems, in equipment for high-energy x-rays and
in high-speed trains.

Aluminum Electrolytic Capacitors

Aerovox has manufactured AC and DC aluminum electrolytic capacitors for North
and South America and Far East markets in Juarez, Mexico since 1993. Aerovox's
AC motor start capacitors are utilized for intermittent duty in the starting of
electric motors and in limited gear motor applications. Start capacitors of this
type are used in compressor motors, pump motors, dental chairs, garage door
openers and other similar applications.

The Company's DC aluminum electrolytic capacitors are used in the electrical
equipment and electronic industry primarily for applications such as power
supplies, UPS, motor drives and energy discharge applications such as welding,
strobes and photo flash.

EMI /RFI Filters

Also organized as an integrated business within the Company is the EMI Filters
Business Unit. EMI filters protect electronic equipment from electrical
interference ("noise") coming from the power source and suppress high-frequency
interference that would otherwise be transmitted out of the equipment along the
power cord. They can also be used to suppress high-frequency and

                                                                               4
<PAGE>

unintentional noise generated in electronic and electromechanical equipment.
Applications for EMI filters include computer and computer peripheral equipment,
telecommunications and variable speed drives. They are also used in sensitive
electronic tests and medical equipment. The Company's EMI filter product lines
are assembled in Juarez, Mexico.

Competition

Electrostatic Capacitors

AC capacitors are made by several domestic and foreign manufacturers and
competition is intense. In the North American AC capacitor market, Aerovox
competes primarily with domestic manufacturers. Aerovox and the General Electric
Company are the primary producers, each offering a full line of AC products.
Four other suppliers - York, Commonwealth Sprague, American Radionics and
Magnetek - though smaller, all manufacture quality products and contribute to
price competition.

Far East manufacturers are beginning to make inroads into the U.S. markets and
passage in Congress in early 1997 of the Information Technology Agreement (ITA)
is expected to increase Far East competition, in particular. (The ITA eliminates
tariffs on capacitors coming into the United States in four equal steps;
beginning in July 1997. The staged elimination will be completed by July 2000.)
The principal competitive factors in the industry include product quality and
reliability, competitive prices, on-time delivery, customer service, the ability
to meet rigid customer specifications, currency fluctuations and the ability to
add value to the customer's product.

The North American business of Aerovox is not a major supplier of general
purpose AC capacitors in either Europe or Asia and faces strong competition from
locally based manufacturers in those markets. However, Aerovox has successfully
marketed energy discharge capacitors for specialized applications in Europe and
in the Korean market.

A significant number of DC film capacitor manufacturers, both domestic and
international, serve the North American market, including Vishay and Matsushita,
both of which are larger and have more resources than Aerovox. Accordingly,
Aerovox faces stiff competition and enjoys only a minor share of this market.
The competitive factors are primarily quality, delivery and pricing.

Aluminum Electrolytic Capacitors

In the North American AC motor-start capacitor market, Aerovox has two major
competitors - BC Components and North American Capacitor Company (NACC).
Offshore competition has not been a factor in this market, but this situation
may change with the tariff elimination resulting from passage of the ITA. The
principal competitive factors in the industry are pricing, delivery, quality and
customer service.

The large can computer grade DC electrolytic capacitor market is dominated by
Cornell Dubilier Electronics, BC Components and United Chemi-Con. This
marketplace has minimal standardization and is considered application specific,
normally requiring design-in and qualification testing by its customers.

                                                                               5
<PAGE>

EMI/RFI Filters

A significant number of EMI custom filter manufacturers serve the North American
marketplace providing strong competition. The principal competitive factors are
technical support, quality, delivery and price.

Manufacturing

Many of Aerovox's manufacturing processes are automated; mechanization is
essential to its ability to control costs in order to meet competitive prices
and still maintain acceptable profit margins. The control of quality levels is
an equally important function throughout all operations and various tests are
conducted to assure continuity of high standards.

In 1997 the Company initiated an on-going program to significantly improve
operating efficiency. In all its plants, goals to improve on-time delivery
performance, to reduce cycle times, and to reduce inventory investment have been
established and information systems, materials acquisition and flows and
production have been re-designed to meet these goals. Continuous flow
pull-through techniques, with emphasis on speed and waste elimination, are
replacing inflexible large-quantity batch production on the factory floor. As a
result of these efforts, income from operations, gross profits, lead times and
on-time deliveries saw significant improvements in 1999.

In December 1992 the Company formed a maquiladora in Juarez, Mexico for the
assembly of high labor content AC capacitor products and EMI filters. Both
oil-filled and dry AC and DC film capacitors, in addition to EMI filters, are
now assembled in this plant (referred to as Plant II by the Company). As part of
the Company's restructuring plan, the manufacture of the above-mentioned
products will be shifted during 2000 to Plant I in Juarez and Plant II will
subsequently be closed. The production of AC motor start capacitors and certain
AC film capacitors for lighting applications will be transferred from Plant I to
Mexico City.

A special products department in New Bedford assembles the custom and pulse
power product lines.

The key material element of an aluminum electrolytic capacitor is an essentially
pure aluminum foil that has been processed, chemically and electrically, to meet
the capacitance and voltage specifications of the finished capacitor. This
processing, known as etching and forming of the aluminum foil, is done at the
Aerovox plant in Huntsville, Alabama. Slitting of the processed foil to required
widths is also completed at this plant. The foil is then forwarded to Plant I in
Juarez, Aerovox de Mexico in Mexico City and to BHC Aerovox in England for
assembly into a finished aluminum electrolytic capacitor.

BHC AEROVOX LTD.

BHC Aerovox Ltd., located in Weymouth, England, is one of Europe's leading
manufacturers of aluminum electrolytic capacitors with sales throughout Europe.

                                                                               6
<PAGE>

Products and Markets

BHC Aerovox is a major supplier of AC motor-start capacitors to the European
market, serving the fractional horsepower motor and the compressor markets.
Additionally, BHC Aerovox supplies high-voltage DC capacitors to all the major
European motor drives manufacturers. Other applications for their products
include uninterruptible power supplies, telecommunication power supplies,
traction units for trains, audio/visual equipment, welding equipment and other
general industrial electronics applications. A third product line, begun in
1996, is electrostatic paper/foil capacitors for microwave ovens.

Competition

There is keen competition from a number of European and Far Eastern suppliers
for all of the aluminum electrolytic products made by BHC Aerovox. Among the
more significant competitors are Siemens and Evox-Rifa. In each of the main
countries, there is at least one local supplier. BHC Aerovox has increased its
market share by offering technical backup to support a range of high-quality,
technically advanced products at value prices.

The main competitors for microwave oven capacitors are in Korea. Competitive
factors are mainly due to pricing.

BHC's margins are subject to influence by foreign currency exchange rates. In
order to protect itself from adverse currency fluctuations, BHC now purchases
many of its raw materials in European currency units ("euros"). Approximately
70% of all sales are outside the United Kingdom, primarily into Europe and are
typically priced in the local currency.

Manufacturing

BHC Aerovox purchases etched aluminum foil from three sources, including the
Aerovox foil operation in Huntsville. The etched foil is processed to form a
dielectric (aluminum oxide) layer according to the voltage requirements. This
processed foil is slit to the required width, wound with specially selected
tissue, impregnated with an electrolyte fluid and then assembled into
containers. A large part of the production is for non-standard parts, custom
designed to meet the specific customer applications. In 1999 BHC Aerovox
completed a program of significant investment to upgrade and automate its
capacitor assembly operations.

BHC's microwave production is based on the proven technology from Aerovox USA
and incorporates relatively new product lines.

AEROVOX DE MEXICO

Acquired in April 1999, Aerovox de Mexico S.A. de C.V., located in Mexico City,
Mexico is a leading manufacturer of motor start, motor run and film capacitors
in Latin America.

                                                                               7
<PAGE>

Products and Markets

Aerovox de Mexico is a major supplier of AC motor start and run capacitors to
the Latin American market, serving such applications as motors, lighting
equipment and electronics. Additionally, Aerovox de Mexico supplies capacitors
to all the major European ballast and lighting manufacturers. Other applications
for their products include telecommunication equipment, home appliances and HVAC
equipment.

Competition

Brazilian and Far Eastern suppliers present competitive factors for all products
made by Aerovox de Mexico with Siemens and Lorenzetti representing the most
noteworthy competitors. In addition, there is at least one local supplier of
capacitors within each country in Latin America. In order to combat competitive
pressures, Aerovox de Mexico sells its products through a readily available,
wide network of independent distributors throughout Latin America.

Foreign currency exchange rates influence the business of Aerovox de Mexico. Raw
material is purchased in U.S. dollars from the parent company and more than half
of all sales are outside Mexico, primarily to Europe and Latin America.

Manufacturing

Aerovox de Mexico uses three sources for etched aluminum foil, including the
Aerovox foil operation in Huntsville. The subsidiary purchases polymer film and
aluminum foil and winds the material to customer-specified voltages and ratings.
Since 1995, significant investments have been made to improve operating
efficiencies and throughputs.

GENERAL

Sales and Distribution

Aerovox sells its products worldwide to over 1,000 customers, primarily original
equipment manufacturers ("OEMs"), who purchase capacitors and other products
manufactured by the Company for use as components in the products they
manufacture. No one customer in 1999 accounted for 10% or more of the net sales
of the Company. In 1999 approximately 42% of the Company's net sales were to its
ten largest customers and 88% were made to its 100 largest customers. The
Company expects that sales to these customers will continue to represent a
significant portion of its total sales.

Sales to customers outside the U.S., primarily from BHC Aerovox Ltd., the
Company's United Kingdom subsidiary and Aerovox de Mexico in Mexico City,
represented approximately 33% of total sales in 1999.

                                                                               8
<PAGE>

The Company markets its products directly to domestic OEMs and through a network
of independent manufacturers' sales representative organizations which
collectively employ over 180 sales people, and in the case of certain large
customers, directly through its own sales force. In England, Europe and Latin
America, the Company also sells directly to OEMs and through independent
manufacturers' representatives. In addition, independent sales organizations
represent the Company in the Far East, Japan, Australia, Mexico, the Middle East
and South America. A smaller portion of the Company's sales are through
distributors. The Company continually reviews the performance of its independent
representatives, and from time to time, makes changes in its relationships with
them.

The Company's sales are slightly seasonal and are affected by the buying cycles
of the various industries it serves. Approximately 75% of the net sales are
produced under agreements negotiated on an annual basis, usually during the
latter part of the year. The Company sells approximately 95% of its products on
a manufactured-to-order basis. If an order is canceled, the Company bills the
customer for materials and labor expended on the order prior to cancellation.
Increasingly, customers require that the Company maintain stock of finished
capacitors for them, either at Aerovox plants or at the customer's designated
location. This trend has resulted in an increase in the Company's investment in
finished goods inventory.

A critical element to the Company's strategy is its emphasis on customer
service. The Company maintains continual, multi-level contacts with many
customers and places a high priority on meeting each customer's requirements in
a timely manner.

Backlog

Aerovox's total backlog represents approximately four weeks of production. The
Company's manufacturing lead times vary from one to six weeks depending on the
product type, although some filter products and special larger pulse power
products that must be built specifically to order may require longer lead times.
The Company books orders, for purposes of calculating backlog, when a firm
delivery date that is no more than twelve months out is scheduled. The trend of
major OEM customers to demand shipments from stock, as noted above, reduces the
order backlog and short-term visibility of demand. The total active backlog was
$20.4 million at February 26, 2000 and $13.9 million at February 27, 1999. The
Company expects to fill all backlog orders scheduled for 2000 delivery.

Product Development and Quality Control

Product development and improvement are important elements of Aerovox's
strategy. The Company's efforts to develop new products and to improve existing
products are continuous and benefit from long-term technical relationships with
a number of key suppliers and customers. Formal and informal consultation and
discussion on technical matters of common interest with key suppliers have
resulted in a number of significant product improvements, including the
development of thinner dielectric materials resulting in a more cost efficient
capacitor and development of improved capacitor fluid impregnants that reduce
capacitance loss.

Technical exchanges between the Company's operations have resulted in the
development of additional new products and processes, a trend the Company is
fostering.

                                                                               9
<PAGE>

The Company places a high degree of emphasis on quality control both in product
design (through improved design specifications) and in the production process by
means of continuous process monitoring and control throughout the manufacturing
cycle. Statistical Process Control (SPC), a program aimed at encouraging
employee involvement and participation through fact-based decision making, is
typical of the programs that have helped Aerovox achieve significant quality
improvements.

The Company adheres to worldwide quality standards in all its operations. Its
North American manufacturing facilities in New Bedford, Massachusetts and
Juarez, Mexico have achieved International Standards Organization (ISO) 9002
certification. BHC Aerovox Ltd. has been ISO 9001 certified for several years
and Aerovox de Mexico in Mexico City achieved ISO 9001 status in March 2000.

Management Information and Control Systems

In 1999 the Company completed a company-wide project to convert all management
information and control systems to an integrated and uniform system that is
compliant with year 2000 computing requirements. In addition to meeting
compliance requirements, the Company expects to gain the benefit of better, more
consistent and more timely information.

Raw Materials

The Company purchases raw materials from a number of regional, national and
international suppliers. All of these raw materials are available from a variety
of suppliers with whom the Company has had long-term relationships. The Company
purchases its plain and metallized polypropylene from several sources in Europe
and Asia and three sources in the United States. There are several
Company-approved suppliers for metallized polyester, two in the United States
and two in Europe. A number of sources are approved to provide aluminum foil for
the Company's electrolytic products - three in the United States, two in Europe,
and two in Asia.

Patents, Licenses and Trademarks

The Company's most important intellectual property is its capacitor
manufacturing processes which have been developed over a period of many years.
Aerovox has approximately eleven active patents and four pending patents.

Aerovox licenses some of its product technology and process know-how to
Lumisistemas in Mexico. An agreement renewing the license was signed by both
companies in September 1996. The Company has also granted a license to American
Radionic to make, use, import, sell and/or offer for sale a certain capacitor
patented by Aerovox

The Aerovox trademark is registered or registration is pending in 22 countries
in Europe, North and South America, the Far East, the Middle East and Australia.
This trademark has been in force since 1976. In addition, the Company holds or
has pending, fifteen other United States registered trademarks, some of which
are registered in other countries. The duration of Aerovox's product

                                                                              10
<PAGE>

trademark registrations range from one year to fifty-nine years. The Company
believes that its trademark status helps to maintain the proprietary nature of
its products.

Employees

As of February 26, 2000 Aerovox had 1,496 employees worldwide. An aggregate of
227 employees hold salaried management, supervisory, sales and clerical
positions and 1,269 hourly employees are engaged in production and related
activities. Unions represent 2.6% of the employees. None of the Company's
production departments are unionized. Approximately 438 employees have been with
their respective Aerovox company for ten years or more.

Aerovox considers its employee relations to be good. There have been no labor
stoppages in recent years and union contracts have been renegotiated without
difficulty. In New Bedford, a three-year agreement with the International Union
of Operating Engineers is set to expire in April 2001, and a three-year contract
with the International Brotherhood of Electrical Workers will also expire in
April 2001.

Environmental Compliance

The Company has made substantial capital expenditures on environmental controls
and compliance at its facilities. See "Environmental Matters" below.

ITEM 2.  Properties

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                   Year Lease
Property                           Sq. Feet      Owned/Leased       Expires
--------------------------------------------------------------------------------
<S>                                <C>           <C>               <C>
New Bedford, MA                     435,000          Owned             --
--------------------------------------------------------------------------------
Huntsville, AL                       85,000          Owned             --
--------------------------------------------------------------------------------
Juarez, Mexico                       45,000         Leased            2000
--------------------------------------------------------------------------------
Juarez, Mexico                      100,000         Leased            2003
--------------------------------------------------------------------------------
Mexico City, Mexico                 110,000         Leased            2004
--------------------------------------------------------------------------------
Weymouth, England                    35,000         Leased            2008
--------------------------------------------------------------------------------
Weymouth, England                    37,000          Owned             --
--------------------------------------------------------------------------------
</TABLE>

Prior to 1997 the Company invested in automation and equipment necessary to
increase production capability (primarily for the metallized polypropylene
product line) in New Bedford. In Weymouth, England, a 27,000 square foot
building to facilitate expanded aluminum electrolytic capacitor and microwave
oven capacitor production was completed in 1995 and $1.4 million was spent on
new production equipment at that plant in 1998. During 1998 and 1999, capital
spending at the Company's North American plants has been limited to maintenance,
environmental and cost reduction projects. Quality control and research and
development labs were installed at the plant in

                                                                              11
<PAGE>

Huntsville, Alabama during 1995. The Company believes that its facilities are
adequate for its foreseeable needs.

As a result of the environmental matter related to the Company's New Bedford
plant, as described in Item 3 below, the Company is constructing a new 136,000
square foot manufacturing plant and corporate offices in New Bedford, MA. The
building is scheduled to be ready for occupancy in summer 2000 and the Company
expects to complete the relocation of manufacturing and office functions by the
end of 2000.

Construction costs for the building are expected to total approximately $6.3
million. In addition, the Company will acquire new equipment with an expected
cost of $4.6 million. To finance this project, on March 22, 2000, the Company
closed on a $10.2 million private placement of fifteen-year taxable notes.

ITEM 3.  Environmental Matters

The Company manufactures film capacitors and maintains its corporate offices in
a building located in New Bedford, Massachusetts, which has been occupied by the
Company and predecessor organizations also engaged in the manufacture of
capacitors since 1938. In June 1997 the United States Environmental Protection
Agency ("EPA") conducted tests that revealed the presence of polychlorinated
biphenyls ("PCBs") on surfaces within the Company's New Bedford plant. While the
Company and its expert advisors consider the PCBs to represent no threat to the
health of the employees of the Company or the surrounding community, subsequent
engineering studies indicated that the cost to remove PCBs within the building
to the levels proscribed by the EPA and the Toxic Substances Control Act would
be prohibitive. Therefore, the Company decided, and informed the EPA, that it
intends to vacate the building, to demolish it, and to dispose of all
contaminated building materials in a legally compliant manner. Accordingly, the
Company wrote-off, as of December 27, 1997, the undepreciated value of that
building, all improvements thereto, and certain machinery and equipment, and a
reserve was established and charged to income as of December 27, 1997, in the
amount of $7.2 million, which the Company believes is adequate to dismantle and
dispose of the building, clean equipment located within it, and to pay for
related engineering, legal and professional services. Additionally, the Company
wrote-off, as of December 27, 1997 the depreciated value of that building, all
improvements thereto and certain machinery and equipment which the Company
believes will become surplus, abandoned or otherwise unusable upon disposal of
the building. The amount of this write-off was $5.8 million. Of this amount,
$0.1 million and $0.4 million were expended during 1999 and 1998, respectively
for such legal and professional services. During 1998 the EPA approved the
Company's plan to dismantle and dispose of the building. In December 1999 the
Company reached a final agreement with the EPA regarding the timing of the
planned dismantling and disposal activity. Under the settlement, the Company has
agreed to relocate its New Bedford operations within 16 months of the agreement
and to demolish the existing building and cap the site no later than November
2011.

On February 9, 1990 the Company entered into a settlement agreement (the
"Settlement Agreement") with the United States and The Commonwealth of
Massachusetts (the "governments") resolving litigation commenced by the
governments in the U.S. District Court for the District of Massachusetts, on
December 10, 1983 under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, commonly known as the "Superfund" legislation. The

                                                                              12
<PAGE>

litigation concerned the alleged disposal by various defendants of PCBs in the
Acushnet River and New Bedford Harbor. The Settlement Agreement resolved all of
the governments' claims against the Company and Aerovox Industries, Inc. (the
Company's predecessor, now known as Belleville Industries, Inc.) arising out of
the contamination of the Acushnet River and New Bedford Harbor with PCBs,
including cleanup costs, study costs and damages to natural resources, now or
hereafter incurred, except that the Settlement Agreement provides that the
governments may seek damages from the Company and Aerovox Industries, Inc. for
future liability in the event that such future liability arises out of unknown
conditions at the site. The Company, based on information presently available,
does not believe that this matter will have any further material adverse effect
on the Company's financial condition.

The Company is currently subject to a National Pollutant Discharge Elimination
System ("NPDES") permit to discharge water from the New Bedford, Massachusetts
facility into the Acushnet River / New Bedford Harbor. The NPDES permit has a
limitation of up to ten parts per billion (ppb) of PCBs in its storm water and
other discharges. For several years, the Company and the EPA have been
discussing possible changes to this permit. In June of 1994, the Company
submitted the following plans to the EPA and the Department of Environmental
Protection ("DEP"): Stormwater Study Plan, Quality Assurance Project Plan and
Stormwater Best Management Practices Plan. Aerovox will proceed with
implementation of the plans upon receipt of EPA and DEP approvals. The Company
can not predict what further actions the EPA or DEP may take with regard to the
permit or what impact any such actions may have on the Company.

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

Not applicable. No matter was submitted to stockholders of the Company during
the fourth quarter of fiscal 1999.

ITEM 4A.  Executive Officers

Set forth below are the names, ages and positions of the executive officers of
Aerovox in 1999 and currently:

<TABLE>
<CAPTION>
Name                            Age             Office(s)
----                            ---             ---------
<S>                             <C>    <C>
Robert D. Elliott...............48     President and Chief Executive Officer and Treasurer
Timothy J. Brown................50     Senior Vice President, Marketing and Sales
Martin Hudis....................57     Senior Vice President, Technology Development
F. Randal Hunt .................42     Vice President, Finance, Corporate Controller and Secretary
Ted M. Miller...................57     Senior Vice President, Engineering and Operations
Enrique Sanchez Aldunate........55     Senior Vice President, Aerovox Inc. and President, Aerovox de Mexico
Graham Yates....................53     Senior Vice President, Aerovox Inc. and Managing Director, BHC
                                       Aerovox Ltd.
</TABLE>

                                                                              13
<PAGE>

Mr. Elliott graduated in 1973 from Clarkson University with a Bachelor of
Science Degree in Industrial Distribution and received a Master of Business
Administration from the University of Wisconsin in 1981. From 1991 to 1993, Mr.
Elliott served as President of Hendrix Wire & Cable, a manufacturer of cable and
accessories for the electric utility market, and a business unit of the
Electrical Products Division of Eagle Industries, a diversified manufacturing
company. From 1993 to 1996 he was Group Executive of Eagle's Electrical Products
Division. Mr. Elliott joined Aerovox as President in March 1996 and was named
Chief Executive Officer of the Company in September 1996.

Mr. Brown graduated with a Bachelor of Arts degree in Physics from Hamilton
College in 1971 and received a Master of Arts from the University of
Massachusetts in 1973. From 1987 to 1998, Mr. Brown was Vice President of
Marketing and Sales at Alberox Corporation, a manufacturer of technical
ceramics. He joined Aerovox in April 1998 as Senior Vice President, Marketing
and Sales.

Dr. Hudis graduated with a Bachelor of Science degree from the University of
California in Los Angeles in 1965, a Ph.D. in Nuclear Engineering from the
Massachusetts Institute of Technology in 1970 and a Master of Business
Administration from the University of Chicago in 1981. He was Vice President for
Engineering and Marketing of LH Research, a manufacturer of power supplies, from
1989 to 1991. Dr. Hudis joined Aerovox as Vice President, Technology in January
1992 and became a Senior Vice President in 1995. He is a senior member of The
Institute of Electrical and Electronics Engineers, an international organization
of electrical and electronic engineers.

Mr. Hunt graduated in 1981 with a Bachelor of Arts degree in Accounting from the
University of Texas at El Paso and is also a certified public accountant. From
1993 to 1994 he was Plant Controller at Hamilton Beach-Proctor Silex in Juarez,
Mexico. Mr. Hunt joined Aerovox in March 1994 as General Manager of the
Company's Juarez operations. In 1996 he was appointed General Manager of the
Company's EMI Filters business. In September 1998 Mr. Hunt assumed the duties of
Corporate Controller, and in September 1999 he was elected Corporate Secretary
by the Board of Directors. He became Vice President, Finance in February 2000.

Mr. Miller graduated from Syracuse University with a Bachelor of Science in
Electrical Engineering in 1964, earned a Master of Business Administration
degree from the Rochester Institute of Technology in 1982 and an Executive
Master of Business Administration degree from Stanford University in 1989. Mr.
Miller was Vice President of Operations and Engineering for Microtouch Systems
Inc., a manufacturer of computer touch screens, from 1991 to 1996. He joined
Aerovox as Senior Vice President, Operations in 1997. He became Senior Vice
President, Engineering and Operations in September 1998.

Mr. Sanchez graduated from Universidad Nacional Atonoma de Mexico ("UNAM") in
1965 with a Bachelor's degree in Mechanical Electrical Engineering. He earned a
Master of Business Administration degree from Universite Sorbonne in Paris,
France in 1967. From 1972 to 1999, he held the position of General Manager of
Compania General de Electronica S.A. de C.V. ("CGE") in Mexico City. As part of
the Company's acquisition of the capacitor business of CGE in April 1999, Mr.
Sanchez was elected to the Board of Directors and named Senior Vice President,
Aerovox Inc. and General Manager, Aerovox de Mexico in May 1999.

                                                                              14
<PAGE>

Mr. Yates received a Masters degree in Business Science from Salford University
in 1984. From 1985 through 1996 he held the position of Managing Director of
Hawke Cable Glands Ltd., a manufacturer of specialized electrical equipment for
the petrochemical industry located in northern England. Mr. Yates joined Aerovox
in 1996 and has since led the Company's British subsidiary, BHC Aerovox Ltd., as
Managing Director. He became Senior Vice President, Aerovox Inc. in May 1999.

                                    PART II

ITEM 5.  Market for the Registrant's Common Equity and Related Stockholder
Matters

The Company's Common Stock trades on NASDAQ National Market System under the
symbol ARVX. The Company's Common Stock was distributed to the beneficiaries of
the Aerovox Liquidating Trust on February 26, 1990. See "Shareholder
Information" in the Annual Report to stockholders for the year ended January 1,
2000, incorporated herein by reference, for the quarterly market price range of
the Company's Common Stock. The number of shareholders of the Company's Common
Stock on March 20, 2000 was 8,744. Of that total, 5,865 were stockholders of
record. The Company has not declared dividends previously and currently intends
to continue to retain earnings for use in its business and does not expect to
pay dividends for the foreseeable future. The Company's common stock dividend
policy will be reviewed periodically by the Board of Directors.

ITEM 6.  Selected Consolidated Financial Data

The information required by this item appears in the Company's 1999 Annual
Report to Stockholders on page 27 and is incorporated herein by reference. Such
information should be read in conjunction with the Company's consolidated
financial statements and the notes thereto which are included in such Annual
Report and are incorporated by reference in Item 8 hereof.

ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

The information required by this item appears in the Company's 1999 Annual
Report to Stockholders on pages 7 through 11 and is incorporated herein by
reference.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item appears in the Company's 1999 Annual
Report to Stockholders on page 15 (Note 1 - "Summary of Significant Accounting
Policies - Financial Instruments") and page 19 (Note 8 - "Financial
Instruments") and is incorporated herein by reference.

ITEM 8.  Financial Statements and Supplementary Data

The following financial statements of Aerovox Incorporated appear in the
Company's 1999 Annual Report to Stockholders on the pages indicated below and
are incorporated herein by reference:

                                                                              15
<PAGE>

<TABLE>
<S>                                                                                  <C>
Consolidated Statements of Operations for the years ended January 1,                 12
2000, January 2, 1999 and December 27, 1997.

Consolidated Statements of Stockholders' Equity for the years ended                   12
January 1, 2000, January 2, 1999 and December 27, 1997.

Consolidated Balance Sheets at January 1, 2000 and January 2, 1999.                   13

Consolidated Statements of Cash Flows for the years ended January 1, 2000,            14
January 2, 1999 and December 27, 1997.

Notes to Consolidated Financial Statements                                            15

Report of Independent Accountants                                                     26
</TABLE>

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.
                                   PART III

ITEM 10.  Directors and Executive Officers of the Registrant

         (a) Directors - Information with respect to all directors may be found
in the Company's definitive Proxy Statement for the 2000 Annual Meeting of
Stockholders on pages 1 through 4 under the caption "Election of Directors,"
which Statement is to be filed with the Securities and Exchange Commission. Such
information is incorporated herein by reference.

         (b) Executive Officers - Information with respect to executive
officers appears in Item 4A. of Part I.

         (c) Information relating to a delinquent filing of a Form 3 or 4 by
Executive Officer or Director of the Company is contained in the Company's 2000
definitive Proxy Statement under the caption "Beneficial Ownership Reporting
Compliance."

ITEM 11.  Executive Compensation

This information is contained in the Company's definitive Proxy Statement for
the 2000 Annual Meeting of Stockholders on pages 5 and 8 under the caption
"Executive Compensation" and "Compensation Committee Report," which Statement is
to be filed with the Securities and Exchange Commission. Such information is
incorporated herein by reference.

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

This information is contained in the Company's definitive Proxy Statement for
the 2000 Annual Meeting of Stockholders on pages 10 through 12 under the caption
"Security Ownership of Certain

                                                                              16
<PAGE>

Beneficial Owners and Management," which Statement is to be filed with the
Securities and Exchange Commission. Such information is incorporated herein by
reference.

ITEM 13.  Certain Relationships and Related Transactions

Not applicable.


                                    PART IV

ITEM 14.  Exhibits, Financial Statements Schedules and Reports on Form 8-K.

         (a) Exhibits - A list of Exhibits filed with or incorporated by
reference in this Report on Form 10-K appears at pages 21 through 25 hereof,
which list is incorporated herein by reference.

         (b) Financial Statements - A list of consolidated financial statements
is contained in Item 8 and is incorporated here by reference.


Financial Statement Schedules

<TABLE>
<S>                                                                                       <C>
Schedule II - Valuation and Qualifying Accounts for the years ended January               18
1, 2000, January 2, 1999 and December 27, 1997.

Report of Independent Accountants on Financial Statement Schedules.                       19
</TABLE>

All other financial statement schedules are inapplicable or the required
information is contained in the Company's consolidated financial statements or
notes thereto, which have been incorporated by reference herein.

(c) Reports on Form 8-K - On March 8, 1999, the Company filed Form 8-K relating
to the agreement in principle to acquire the capacitor business of Compania
General de Electronica of Mexico City. On April 14, 1999, the Company filed Form
8-K with exhibits relating to the successful purchase of the capacitor business
of Compania General de Electronica. On August 30, 1999, the Company filed Form
8-K relating to the resignation of Chief Financial Officer, Jeffrey A. Templer.
On September 17, 1999, the Company filed Form 8-K relating to the appointment of
Martin A. Zelbow as Interim Chief Financial Officer. On October 4, 1999, the
Company filed Form 8-K relating to its patent infringement lawsuit against
several Korean manufacturers and their U.S. associates. On October 21, 1999, the
Company filed Form 8-K relating to the extension of its Shareholder Rights Plan
and appointment of a new Rights Agent.

                                                                              17
<PAGE>

                             AEROVOX INCORPORATED
                       VALUATION AND QUALIFYING ACCOUNTS
                            (Amounts In Thousands)

Schedule II


<TABLE>
<CAPTION>
                                                                      Additions
                                                     ---------------------------------------------
                                    Balance at                                                          Balance
  Description                       Beginning         Charged to     Charged to      Deductions          End of
                                     of Period         Expense     Other Accounts    Describe(1)         Period
<S>                                 <C>               <C>          <C>               <C>                <C>
  Year ended January 1, 2000:
       Allowance for doubtful          $606               -               -              $95              $511
          accounts receivable

  Year ended January 2, 1999:
       Allowance for doubtful          $617              $115             -             $126              $606
          accounts receivable

Year ended December 27, 1997:
       Allowance for doubtful          $685               $4              -              $72              $617
          accounts receivable


(1)      Write-off of accounts receivable.
</TABLE>

                                                                              18
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
and Stockholders of Aerovox Incorporated


Our report on the consolidated financial statements of Aerovox Incorporated has
been incorporated by reference in this Form 10-K from page 28 of the 1999 Annual
Report to Stockholders of Aerovox Incorporated. In connection with our audit of
such financial statements, we have also audited the related financial statement
schedule listed in Item 14(b) of this Form 10-K. In addition, in our opinion,
the financial statement schedule referred to above, when considered in relation
to the basic financial statements as a whole, presents fairly, in all material
respects, the information required to be included therein.



BY /S/  PricewaterhouseCoopers LLP
----------------------------------


Boston, Massachusetts
February 14, 2000

                                                                              19
<PAGE>

Signatures

         Pursuant to the requirements of Section 13 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.

Aerovox Incorporated
(Registrant)


BY /S/ ROBERT D. ELLIOTT                    BY /S/ F. RANDAL HUNT
------------------------                    ---------------------
President and Chief Executive Officer       Vice President, Finance, Corporate
March 31, 2000                                Controller and Secretary
                                            March 31, 2000

         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 and in the capacities and on the dates indicated.

Signatures


  /S/ SHEREL D. HORSLEY              Chairman of the Board     March 27, 2000
  -----------------------
  Sherel D. Horsley                  of Directors

  /S/ JOHN F. BRENNAN                Director                  March 27, 2000
  ---------------------
  John F. Brennan

  /S/ DENNIS HOROWITZ                Director                  March 27, 2000
  -------------------
  Dennis Horowitz

  /S/ WILLIAM G. LITTLE              Director                  March 27, 2000
  ---------------------
  William G. Little

  /S/BENEDICT P. ROSEN               Director                  March 29, 2000
  ---------------------
  Benedict P. Rosen

  /S/ ENRIQUE SANCHEZ ALDUNATE       Director                  March 28, 2000
  -----------------------------
  Enrique Sanchez Aldunate

  /S/ JOHN L. SPRAGUE                Director                  March 27, 2000
  --------------------
  John L. Sprague

                                                                              20
<PAGE>

                                 EXHIBIT INDEX
                        Aerovox Incorporated Form 10-K
                    (for fiscal year ended January 1, 2000)

<TABLE>
<CAPTION>
  Exhibit                                                                                              Page/SEC
   Item                                                                              Exhibit           Document
------------                                                                       ----------    ---------------------
    (3)      Articles of Incorporation and By-Laws.
             --------------------------------------
<S>                                                                                <C>           <C>
               3.1    Restated Certificate of Incorporation.                       3.1                    *

                      3.1.1    Certificate of Designations, Preferences            3.1.1         Form 10-K for
                               and Rights of Series A Junior Participating                       year ended
                               Preferred Stock.                                                  Dec. 30, 1989

               3.2    Certificate of Ownership and Merger of Aerovox               3.2                    *
                      Incorporated (a Massachusetts corporation) into
                      Aerovox Holding Company (a Delaware corporation).

               3.3    By-Laws.                                                     3.3                    *

    (4)      Instruments Defining the Rights of Security Holders,
             ----------------------------------------------------
             Including Indentures.
             --------------------

              4.1    Instruments Defining Rights of Security holders (See          4.1                    *
                     Exhibits 3.1, 3.1.1, 3.2, 3.3, 4.2 and 4.3).

              4.2    Form of Stock Certificate.                                    4.2           Form 10-K for
                                                                                                 year ended
                                                                                                 Dec. 30, 1989

              4.3    Form of Aerovox Incorporated Rights Agreement.                4.3                   ***

                     Filed Herewith:
                     4.3.1    Amendment No. 1 to Aerovox                             ----                ----
                              Incorporated Rights Agreement.
                     4.3.2    Amendment No. 2 to Aerovox                             ----                ----
                              Incorporated Rights Agreement.

              4.4    Amended and Restated Revolving Credit Agreement, dated        4.4           Form 10-K for year
                     July 8, 1993, between the Company and the First                             ended Jan. 1, 1994
                     National Bank of Boston.

                     4.4.1    First Amendment to Amended and                       4.3           Form 10-Q for
                              Restated Revolving Credit Agreement,                               quarter ended Oct.
                              dated August 30, 1994, between the                                 1, 1994
                              Company, BHC Aerovox Ltd. and the First
                              National Bank of Boston.
</TABLE>

                                                                              21
<PAGE>

<TABLE>
<S>                                                                                <C>           <C>
                     4.4.2    Revolving Credit Facility, dated September 7,        4.4.2         Form 10-K for
                              1994, between BHC Aerovox Ltd. and the First                       year ended
                              National Bank of Boston.                                           Dec. 31, 1994

                     4.4.3    Second Amendment to Amended and                      4.4.3         Form 10-K for
                     Restated Revolving Credit Agreement,  dated December 29,                    year ended
                     1995.                                                                       Dec. 30, 1995

                     4.4.4    Third Amendment to Amended and  Restated             4.4.4         Form 10-Q for
                              Revolving Credit Agreement, dated May 15, 1996.                    quarter ended
                                                                                                 June 29, 1996

                     4.4.5    Fourth Amendment to Amended and Restated             4.4.5         Form 10-Q for
                              Revolving Credit Agreement, dated November 1,                      quarter ended
                              1996.                                                              September 28, 1996

                     4.4.6    Fifth Amendment to Amended and                       4.4.6         Form 10-K for
                              Restated Revolving Credit Agreement, dated                         year ended
                              February 14, 1997.                                                 December 28, 1996

                     4.4.7    Sixth Amendment to Amended and                       4.4.7         Form 10-K for
                              Restated Revolving Credit Agreement, dated                         year ended
                              February 27, 1998.                                                 December 27, 1997

                     4.4.8    Seventh Amendment to Amended and                     4.4.8
                              Restated Revolving Credit Agreement, dated
                              September 28, 1998.                                                Form 10-K for year
                                                                                                 ended January 2,
                     4.4.9    Eighth Amendment to Amended and                      4.4.9         1999
                              Restated Revolving Credit Agreement, dated
                              February 18, 1999.


              4.5    Loan and Security Agreement, dated March 30, 1992,            4.5           Form 10-K for
                     between the Company and The CIT Group/Equipment                             year ended
                     Financing, Inc., as amended by Amendment No. 1 dated                        Jan. 2, 1993
                     March 1, 1993.

                     4.5.1      Amendment No. 2 dated May 30, 1995.                  4.5.1       Form 10-K for year
                                                                                                 ended Dec. 30, 1995

                     Filed Herewith:
              4.6    Second Amended and Restated Revolving Credit Agreement,
                     dated June 30, 1999, between the Company and                     ---                ---
                     BankBoston, N.A.
</TABLE>

                                                                              22
<PAGE>

<TABLE>
<S>                                                                                   <C>                <C>
                     Filed Herewith:
                     4.6.1    Amendment No. 1 To Second Amended And Restated
                              Revolving Credit Agreement.                             ---                ---

                     Filed Herewith:
              4.7    Loan Agreement dated April 14, 1999, between BHC
                     Aerovox Ltd. Lloyd's Bowmaker Ltd.                               ---                ---

                     Filed Herewith:
              4.8    Sale Agreement dated February 15, 1999, between BHC
                     Aerovox Ltd. and Barclay's Mercantile Business Finance           ---                ---
                     Ltd.
</TABLE>

NOTE: The Company agrees to furnish to the Securities and Exchange Commission,
upon request, a copy of any other instrument with respect to long term debt of
the Company & its subsidiaries. Such instruments are not filed herewith because
no such instrument relates to outstanding debt in an amount greater than 10% of
the total assets of the Company and its subsidiary on a consolidated basis.

<TABLE>
<S>                                                                                <C>           <C>
   (10)              Material Contracts.
                     ------------------

                     Compensation Agreements.

                     1989 Stock Incentive Plan.                                    10.1                   *

              10.1   10.1.1  Amended Stock Incentive Plan                          10.1.1        Form 10-K for
                                                                                                 year ended
                                                                                                 Dec. 31, 1994

                     Filed Herewith:
                     10.1.2  1999 Stock Incentive Plan.                              ----                ----
                     10.1.3  1999 Stock Option Plan for Directors.                   ----                ----

              10.2   Profit-Sharing Savings Plan.                                  10.2                   **

              10.3   Deferred Supplemental No. 1 to Deferred Supplemental          10.3.1        Form 10-K for
                     Savings Plan.                                                               year ended
                                                                                                 Dec. 29, 1990


              10.4   Deferred Compensation Plan for Directors.                     10.4                   *

              10.5   1989 Stock Option Plan for Directors.                         10.4                   *

                     10.5.1   Amended Stock Option Plan for Directors.             10.5.1        Form 10-K for
                                                                                                 year ended
                                                                                                 Dec. 31, 1994
              10.7   Forms of Indemnification Agreements between Aerovox
                     Incorporated and its directors and certain officers.          10.7                   *
</TABLE>

                                                                              23
<PAGE>

<TABLE>
<S>                                                                                <C>           <C>
              10.8   Severance Agreements:

                     (a)  Severance Agreement with Robert D. Elliott.              10.8          Form 10-K for year
                                                                                                 ended Dec. 28, 1996
                     (b)  Severance Agreement with Jeffrey A. Templer.             10.8
                     (c)  Severance Agreement with Timothy J. Brown.               10.8           Form 10-K for year
                                                                                                  ended Jan. 2, 1999
                     (d)  Form of Severance Agreement with other
                          executives.                                              10.8                   **

              10.9   Consulting Agreements:


                     (a)  Consulting Agreement with Clifford H. Tuttle.            10.9          Form 10-K for
                                                                                                 year ended
                                                                                                 Jan. 1, 1994

                     (b)  Consulting Agreement with Ronald F. Murphy.              10.9
              Other Agreements

              10.10   Form of Sales Representative Agreement.                      10.10                  **

              10.11   Purchase Agreement dated March 5, 1993 between the           2.1           Form 8-K dated
                      Company and Cooper Ind.                                                    March 5, 1993

              10.12   Purchase Agreement dated April 5, 1999 between the           10.12         Form 8-K dated
                      Company and the former shareholders of Capacitores                         April 14, 1999
                      Unidos S.A. de C.V.

   (13)       Annual Report to Security Holders.
              ---------------------------------
                      Filed Herewith:
                      13.1     The Annual Report to Shareholders for the
                               fiscal year ended January 1, 2000.  With the
                               exception of the information specifically
                               incorporated by reference in Parts I, II and
                               IV of this report on Form 10-K, the Annual            ----                ----
                               Report Stockholders for the fiscal year ended
                               January 1, 2000 is not being filed as part of
                               this report.

              (21)    Subsidiaries.
                      -------------
                      Filed Herewith:
                      21.1     List of Subsidiaries of the Company.                  ----                ----

              (23)    Consents of Experts and Counsel.
                      -------------------------------
                      Filed Herewith:
                      23.1    Consent of PricewaterhouseCoopers LLP                  ----                ----
</TABLE>

*        Filed as an Exhibit to Registration Statement on Form 10 filed with the
         Securities and Exchange Commission on October 4, 1989, and incorporated
         herein by reference.

                                                                              24
<PAGE>

**       Filed as an Exhibit to Amendment No. 1 to the Registration Statement to
         Form 10 filed with the Securities and Exchange Commission on December
         1, 1989, and incorporated herein by reference.

***      Filed as and Exhibit to Amendment on Form 8 to the Registration
         Statement on Form 10, filed with the Securities and Exchange Commission
         on February 16, 1990.

                                                                              25