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

                                   FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 27, 1997
                         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

Shares Outstanding of the Registrant's Common Stock at March 17, 1998: 
5,385,409.

Aggregate market value of voting stock held by non-affiliates of the registrant
at March 17, 1998: $18,723,317.

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. [X]

Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended December 27, 1997 are incorporated by reference into Parts I, II and IV
hereof.  Portions of the Registrant's definitive Proxy Statement for use at the
1998 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 19
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, Inc.  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.  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.

     During 1996 Aerovox reorganized its North American capacitor operations.
The former Aero M Group was merged with the film capacitor businesses of the
Aerovox Group to constitute the North American capacitor business of Aerovox,
which includes the aluminum electrolytic capacitors of the Aero M Group and the
electrostatic capacitor lines of the former Aerovox Group.  In addition, the
Company established two small integrated business units for  Power Factor
Correction products and EMI Filters.  The foregoing product lines are
manufactured in the Company's three North American capacitor plants - one in New
Bedford, Massachusetts and two in Juarez, Mexico.  A principal component,
aluminum  foil for electrolytic capacitors, is produced in the Aerovox plant in
Huntsville, Alabama.

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.

                                       2
<PAGE>
 
MARKETS AND APPLICATIONS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------ 
MARKETS                           APPLICATIONS                         AEROVOX PRODUCTS
======================================================================================================
<S>                    <C>                                         <C>  
MOTORS                 Compressors, air conditioners, pumps,       AC Oil Capacitors
                       refrigeration, laundry equipment,           AC Dry Capacitors
                       garage door openers, hospital beds          Aluminum Electrolytic Capacitors
------------------------------------------------------------------------------------------------------
LIGHTING               Electromagnetic and electronic              AC Oil Capacitors
                       ballasts for fluorescent and high           AC Dry Capacitors
                       intensity discharge (HID) fixtures,         DC Film Capacitors
                       and strobe lights                           Aluminum Electrolytic Capacitors
------------------------------------------------------------------------------------------------------
POWER ELECTRONICS      Variable speed drives,                      DC Film Capacitors
                       uninterruptible power supplies (UPS),       AC Oil Capacitors
                       power supplies, transportation,             AC Dry Capacitors
                       welders, motor speed controllers,           Aluminum Electrolytic Capacitors
                       telecommunications equipment,
                       audio/visual equipment, battery
                       chargers
------------------------------------------------------------------------------------------------------
SPECIALTY              Microwave ovens, medical equipment          Microwave Oven Capacitors
                       (defibrillator, X-ray equipment),           Custom and Pulse Power Capacitors
                       industrial equipment, government and        High Voltage Capacitors
                       university research
------------------------------------------------------------------------------------------------------ 
POWER FACTOR           Industrial plants, commercial               Power Factor Correction Capacitors
CORRECTION             facilities and institutions consuming       and Systems
                       large amounts of electrical power
------------------------------------------------------------------------------------------------------
EMI/RFI FILTERS        Power supplies, industrial equipment,       Custom and General Purposes 
                       computer and telecommunications             EMI/RFI Filters
                       equipment and appliances
------------------------------------------------------------------------------------------------------
</TABLE> 

NORTH AMERICAN CAPACITOR OPERATIONS

Electrostatic Capacitors

     Aerovox manufactures electrostatic capacitors in New Bedford, Massachusetts
(since 1938), and in Juarez, Mexico where the Company began manufacturing 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

                                       3
<PAGE>
 
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, multipurpose 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.

     The AEROVOX POWER FACTOR CORRECTION BUSINESS UNIT produces low and medium
voltage power factor correction systems.  These systems are installed in
manufacturing facilities, large office buildings and hospitals where use of
motor-driven equipment, air conditioning and specialized medical equipment is
widespread.  Power factor correction capacitors improve a facility's electrical
system efficiency thus reducing power costs; they can also reduce the incidence
of  system problems such as brownouts.

Aluminum Electrolytic Capacitors

     Aerovox manufactures AC and DC aluminum electrolytic capacitors for North
and South America and Far East markets in Juarez, Mexico (since 1994).
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 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 test and medical equipment.

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.  Five other suppliers - York, Commonwealth Sprague, American

                                       4
<PAGE>
 
Radionics, Compania General de Electronica (CGE) in Mexico and Magnetek - though
smaller, all manufacture quality products, and contribute to price competition.

     Offshore competition has not been a major factor in this market because
normally the weight of a typical AC capacitor in relation to its cost and the
service requirements of major customers make shipment to the United States
uneconomical for overseas suppliers.  However, Far East manufacturers are
beginning to make inroads into the U.S. markets.  Passage in Congress in early
1997 of the Information Technology Agreement (ITA) increases 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 and, accordingly, Aerovox faces
stiff competition in this market. The competitive factors are primarily quality,
delivery and pricing.

     Sales of power factor correction systems are largely influenced by the
penalty based rate structure imposed by some utilities on their customers.
Aerovox has four primary competitors in this market, all of whom manufacture
their own capacitors in addition to building the assemblies. Competitive factors
affecting this market are technical solution expertise, delivery performance,
and pricing.

Aluminum Electrolytic Capacitors

     In the North American AC motor-start capacitor market, Aerovox has one
major competitor - North American Philips - but two new entries in the field,
North American Capacitor Company (NACC) and Compania General de Electronica
(CGE) in Mexico are stimulating competition with low pricing.  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 delivery, quality, customer service and
pricing.

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

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.

                                       5
<PAGE>
 
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.

     Most recently, the Company has embarked on a program to significantly
improve operating efficiency.  In the New Bedford plant, 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 are being 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.

     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 are now assembled in this plant
(referred to as Plant II by the Company) in addition to EMI filters.

     A special products department in New Bedford assembles the custom and pulse
power product lines.  Power factor correction systems are also assembled in New
Bedford.

     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 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 Europes' leading
manufacturers of aluminum electrolytic capacitors with sales throughout Europe.

PRODUCTS AND MARKETS

     BHC Aerovox is the major supplier of AC motor-start capacitors to the
European market, serving the fractional horsepower motor and the compressor
markets.  Their leading edge technology high voltage DC capacitors are supplied
to all the major European motor drives manufacturers.  Other applications
include uninterruptible power supplies, telecommunication power supplies,
traction units for trains, audio / visual equipment, welding equipment and other
general industrial electronics applications.

     A new building, completed in 1995, created 40% more space for expansion of
aluminum electrolytic capacitor production and for the introduction of microwave
oven capacitor manufacturing which took place in 1996.

                                       6
<PAGE>
 
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.  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.

     There is only one European competitor for microwave capacitors (in Italy).
The main competitors are in Korea and the United States.  Competitive factors
include European manufacturing status, flexible production, small can sizes,
pricing and quality.

     BHC's business is subject to influence by foreign currency exchange rates,
and particularly by the current strength of the pound in comparison to other
European currencies.   The principal raw material is purchased in US dollars
from the parent company, and 55% of all sales are outside the United Kingdom,
primarily into Europe.

MANUFACTURING

     BHC Aerovox purchases etched aluminum foil from four 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 custom designs to meet the
specific customer applications.

     BHC's microwave production is based on the proven technology from Aerovox
USA and incorporates state-of-the-art processing equipment.

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 1997, accounted for 10% or more of the net
sales of the Company.  In 1997, approximately 42% of the Company's net sales
were to its ten largest customers and 86% 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.

     Foreign sales, primarily from BHC Aerovox Ltd., the Company's United
Kingdom subsidiary, represented approximately 25% of total sales in 1997.

     The Company markets most of its products to domestic OEMs primarily through
a network of independent manufacturers' sales representative organizations which
collectively employ over 200 sales people.  Aerovox has enjoyed long-term
relationships with many of its sales representatives-some have sold Aerovox
products in excess of twenty-five years.  The Company's

                                       7
<PAGE>
 
low and medium voltage power factor correction capacitors, which are
manufactured for installation into industrial, commercial and other type
facilities, are marketed through a separate group of industrial manufacturers'
representatives who specialize in these products. In England and Europe, the
Company sells through a combination of direct employees and 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 and a few long-standing customers are handled as house accounts.

     The Company's sales are relatively seasonal and are affected by Company
production and shipping schedules; the net sales for the first half of the year
are based on an aggregate average of 122 shipping days compared to 119 days for
the last half of the year.  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.

     A critical element to the Company's strategy is its emphasis on customer
service.  The Company maintains continual, multilevel 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 8.5 weeks of production.
The backlog may vary significantly based upon the ordering practice of
customers, and the lead times quoted by the Company.  The Company's
manufacturing lead times vary from two to eight 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 time.  The Company
books orders, for purposes of calculating backlog, when a firm delivery date
that is no more than 12 months out is scheduled. The total active backlog was
$19,041,000 at February 21, l998, and $23,963,000 at February 21, 1997.  The
Company expects to fill all backlog orders scheduled for 1998 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 particularly with the establishment of an electrolytic foil technical
center at the Huntsville plant.

                                       8
<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.
Each of its capacitor manufacturing facilities has achieved International
Standards Organization (ISO) 9000 certification. In January 1997, the Aerovox
plant in New Bedford and one in Juarez were approved for ISO 9002
recertification, while the electrolytic capacitor plant in Juarez was
recertified as an ISO 9002 operation in August 1996. This plant is currently in
the process of preparing for a new certification under the same organization as
the Aerovox plant in New Bedford and the Company's other Juarez facility. BHC
Aerovox Ltd. has been ISO 9001 certified for several years.

MANAGEMENT INFORMATION AND CONTROL SYSTEMS

     The Company is currently engaged in 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. BHC Aerovox Ltd. successfully converted
to the new system in January 1998, and North American operations are expected to
convert during the fourth quarter of 1998.

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, three 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 22 active patents and three pending patents.

     Aerovox licenses some of its product technology and process know-how to a
foreign producer of lighting capacitors and a U.S. producer of motor run
capacitors.  An agreement renewing the foreign license was signed by both
companies in September 1996, and with the domestic licensee in March 1997.
Licensing income is included in other income in the statement of operations.

                                       9
<PAGE>
 
     The Aerovox trademark is registered or registration is pending in 23
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, 19 other United States registered trademarks, some
of which are registered in other countries.  The duration of Aerovox's product
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 22, 1998, Aerovox had 1,459 employees worldwide.  An
aggregate of 309 employees hold salaried management, supervisory, sales and
clerical positions and 1,150 hourly employees are engaged in production and
related activities.  Unions represent 2.5% of the employees.  None of the
Company's production departments are unionized.  Approximately 290 employees
have been with their respective Aerovox company for 10 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 1998, and a
two-year contract with the International Brotherhood of Electrical Workers will
also expire in April 1998.

ENVIRONMENTAL COMPLIANCE

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

ITEM 2.  PROPERTIES

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------- 
PROPERTY                                       SQ. FEET     OWNED/LEASED   YEAR LEASE
                                                                             EXPIRES
<S>                                             <C>         <C>            <C>    
North Dartmouth, MA                              11,900        Leased         2003
  (Office space sublet in April 1998)            
----------------------------------------------------------------------------------------------
New Bedford, MA                                 435,000        Owned           -     
----------------------------------------------------------------------------------------------
Huntsville, AL                                   85,000        Owned           -
----------------------------------------------------------------------------------------------
Juarez, Mexico                                   45,000        Leased         1998
----------------------------------------------------------------------------------------------
Juarez, Mexico                                  100,000        Leased         1999
----------------------------------------------------------------------------------------------
Weymouth, England                                10,000        Owned           -     
----------------------------------------------------------------------------------------------
Weymouth, England                                35,000        Leased         2008
----------------------------------------------------------------------------------------------
Weymouth, England                                27,000        Owned           -
----------------------------------------------------------------------------------------------
</TABLE>

                                       10
<PAGE>
 
     The Company has invested in automation and equipment necessary to increase
production capability (primarily for the metallized polypropylene product line)
in New Bedford.  Capital has also been expended on the research and development
laboratory at this location and on equipment to manufacture new products at the
Plant II maquiladora in Juarez, Mexico.  In Weymouth, England, a 27,000 square
foot building to facilitate expanded aluminum electrolytic capacitor and
microwave oven capacitor production was completed in 1995.  Equipment at Plant I
in Juarez continues to be up-graded and new equipment acquired for greater
efficiency and capability.  A quality control, and research and development labs
were installed at the plant in Huntsville, Alabama during 1995.  With the
exception of the New Bedford plant, as described  below, the Company believes
that its facilities are adequate for its foreseeable needs.  The Company intends
to buy or build a new production facility in the New Bedford, Massachusetts area
during 1998 and 1999 to replace the existing plant.

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 preliminary tests within the building that revealed the
presence of polychlorinated biphenyls (PCBs) on surfaces within the plant.
Subsequent engineering tests by independent consultants retained by the Company
confirmed the presence of residual PCBs throughout the plant, which resulted
from their use prior to 1978.  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 has decided, and has so 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, a reserve was established and
charged to income as of December 27, 1997, in the amount of $7,233,000, 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.  Of this amount, approximately $6,000,000 has been
classified as a long-term liability.  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 $5,767,000.

     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
litigation concerned the alleged disposal by various defendants of
polychlorinated biphenyls (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 PCB's, including cleanup costs, study costs
and damages to natural resources, now or hereafter incurred, except that the
Settlement Agreement provides that the

                                       11
<PAGE>
 
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.

ENVIRONMENTAL COMPLIANCE

     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 10 parts per billion (ppb) of PCBs in its storm
water and other discharges.  For several years, the Company and the United
States Environmental Protection Agency (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 cannot 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 1997.

ITEM 4A.  EXECUTIVE OFFICERS - Set forth below are the names, ages and positions
of the executive officers of Aerovox in 1997 and currently:
<TABLE>
<CAPTION>
 
NAME                  AGE        OFFICE(S)
----                  ---        ---------
<S>                   <C>  <C>
Robert D. Elliott...   46   President and Chief Executive Officer
John A. Chmura Jr...   54   Senior Vice President, Sales
Martin Hudis........   55   Senior Vice President, Technology
Ted M. Miller.......   55   Senior Vice President, Operations
Earl F. Sherman.....   61   Senior Vice President, Business Development
Jeffrey A. Templer..   50   Senior Vice President, Chief Financial Officer and Treasurer
</TABLE>

     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. Chmura graduated with a Bachelor of Science degree in Engineering
Sciences from the United States Naval Academy in 1967.  Mr. Chmura joined
Aerovox in 1977 as a product manager. 

                                       12
<PAGE>
 
Since then he has held the positions of Regional Sales Manager, Marketing
Manager, Director of Marketing, Director of Sales, Vice President of Sales, and
since 1995, Senior Vice President, Sales.

     Dr. Hudis holds a Bachelor of Science degree from the University of
California in Los Angeles (1965), a PhD in Nuclear Engineering from the
Massachusetts Institute of Technology (1970), and a Master of Business
Administration from the University of Chicago (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. Miller graduated from Syracuse University with a Bachelor of Science in
Electrical Engineering (1964), and holds a Master of Business Administration
degree from the Rochester Institute of Technology (1982) and an Executive Master
of Business Administration degree from Stanford University (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.

     Mr. Sherman graduated from Bryant College with a Bachelor of Arts degree in
1972.  He served as President of Ludell Manufacturing Co., a manufacturer of
heat recovery systems and electronic controls for the petro-chemical industry,
for five years before joining Aerovox as General Manager of the Electronic Group
in 1990.  He became Vice President, Marketing, in November 1993, and became a
Senior Vice President in 1997.

     Mr. Templer holds a Bachelor of Science Degree from Salem State College
(1972) and a Master of Business Administration from the Harvard Business School
(1974).  In 1985 he joined Freudenberg North America Inc., a holding company, as
Vice-President, Finance and Administration.  In 1988, Mr. Templer was named
Vice-President, Finance and Chief Financial Officer of Freudenberg Nonwovens, a
manufacturer of nonwoven fabrics and related products, and was President and
Chief  Executive Officer of that company from 1992 to 1995.  In June 1996,  Mr.
Templer joined Aerovox as Senior Vice President and Chief Financial Officer and
was appointed Treasurer in August 1996.

                                    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 December 27, 1997, 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 10, 1998 was 10,028.  Of that total, 7,128
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.

                                       13
<PAGE>
 
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     The information required by this item appears in the Company's 1997 Annual
Report to Stockholders on page 23 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 1997 Annual
Report to Stockholders on pages 7 through 9 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 1997 Annual Report to Stockholders on the pages indicated below and
are incorporated herein by reference:

<TABLE> 
<S>                                                                               <C> 
Consolidated Statements of  Operations  for the years ended December 27, l997,      10
December 28, 1996, and December 30, 1995.
 
Consolidated Statements of Stockholders' Equity for the years ended December 27,    10
 l997, December 28, l996, and December 30, 1995.
 
Consolidated Balance Sheets at December 27, l997 December 28, l996.                 11
 
Consolidated Statements of Cash Flows for the years ended December 27, l997 and     12
 December 28, l996, and December 30, 1995.
 
Notes to Consolidated Financial Statements                                          13
 
Report of Independent Accountants                                                   24
 
</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

                                       14
<PAGE>
 
     (a)  Directors - Information with respect to all directors may be found in
the Company's definitive Proxy Statement for the 1998 Annual Meeting of
Stockholders on pages 2 and 3 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.

ITEM 11.  EXECUTIVE COMPENSATION

     This information is contained in the Company's definitive Proxy Statement
for the 1998 Annual Meeting of Stockholders on pages 5 through 9 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 1998 Annual Meeting of Stockholders on pages 10 and 11 under the caption
"Security Ownership of Certain 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 19 through 22 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

Schedule II - Valuation and Qualifying Accounts for the years ended      16
December 27, 1997, December 28, l996, and December 30, 1995.

Report of Independent Accountants on Financial Statement Schedules.      17

     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 - None

                                       15
<PAGE>
 
                             AEROVOX INCORPORATED
                      VALUATIONS AND QUALIFYING ACCOUNTS
                            (AMOUNTS IN THOUSANDS)
                                        



SCHEDULE II


<TABLE>
<CAPTION>
                                                                            ADDITIONS
-------------------------------    ------------------    ---------------------------------------------    -----------------
                                        BALANCE AT          CHARGED TO    CHARGED TO      DEDUCTIONS        BALANCE END OF
          DESCRIPTION                  BEGINNING OF          EXPENSE        OTHER          DESCRIBE            PERIOD
                                          PERIOD                           ACCOUNTS          (1)
-------------------------------    ------------------    ---------------------------------------------    -----------------
<S>                                 <C>                  <C>             <C>             <C>              <C>
Year ended December 27, 1997:                  $685               $4              -             $76                $613
       Allowance for doubtful
          accounts receivable

Year ended December 28, 1996:                  $635             $715              -            $665                $685
       Allowance for doubtful
          accounts receivable

Year ended December 30, 1995:                  $295             $354              -             $14                $635
       Allowance for doubtful
          accounts receivable

</TABLE> 

(1) Write-off of accounts receivable.

                                       16
<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 24 of the 1997
Annual Report to Stockholders of Aerovox Incorporated.  In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule listed in Item 14(b) of this Form 10-K.

     In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.


                                              COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
February 13, 1998 except for the information
presented in Note 3 for which the dates are
February 27, l998 and March 11, l998

                                       17
<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/ JEFFREY A. TEMPLER
---------------------------                  -----------------------------
President and Chief Executive Officer        Sr. Vice President and Chief
March 23, 1998                               Financial Officer
                                             March 20, 1998

     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/ CLIFFORD H. TUTTLE JR.            Chairman of the Board    March  20, 1998
------------------------------------  of Directors
Clifford H. Tuttle, Jr.                       
 
/S/  RONALD F. MURPHY                 Secretary                March 19, 1998
------------------------------------          
Ronald F. Murphy
 
/S/                                   Director                 March ____, 1998
------------------------------------          
John F. Brennan
 
/S/  DENNIS HOROWITZ                  Director                 March 19, 1998
------------------------------------   
Dennis Horowitz
 
/S/  SHEREL D. HORSLEY                Director                 March 20, 1998
------------------------------------         
Sherel D. Horsley
 
/S/  WILLIAM G. LITTLE                Director                 March 20, 1998 
------------------------------------          
William G. Little
 
/S/ BENEDICT P. ROSEN                 Director                 March 19, 1998
------------------------------------   
Benedict P. Rosen
 
/S/  JOHN L. SPRAGUE                  Director                 March 19, 1998
------------------------------------    
John L. Sprague

                                       18
<PAGE>
 
                                 EXHIBIT INDEX
                        AEROVOX INCORPORATED FORM 10-K
                   (FOR FISCAL YEAR ENDED DECEMBER 27,1997)

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

     3.1  Restated Certificate of Incorporation.                              3.1                 *

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

     3.2  Certificate of Ownership and Merger of Aerovox Incorporated (a      3.2                 *
          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 Exhibits       4.1                 *
          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               ***

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

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

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

          4.4.3  Second Amendment to Amended and Restated Revolving           4.4.3          Form 10-K for
                 Credit Agreement, dated December 29, 1995.                                  year ended
                                                                                             Dec. 30, 1995
 
          4.4.4  Third Amendment to Amended and Restated Revolving            4.4.4          Form 10-Q for
                 Credit Agreement, dated May 15, 1996.                                       quarter ended
                                                                                             June 29, 1996

</TABLE> 

                                       19
<PAGE>
 
                                 EXHIBIT INDEX
                        AEROVOX INCORPORATED FORM 10-K
                   (FOR FISCAL YEAR ENDED DECEMBER 27,1997)

<TABLE> 
<CAPTION> 
                                                                                              Page/SEC
Exhibit Item                                                               Exhibit            Document
------------                                                               -------            --------
<S>                                                                        <C>               <C>  

          4.4.5  Fourth Amendment to Amended and Restated                     4.4.5          Form 10-Q for
                 Revolving Credit Agreement, dated November 1, 1996.                         quarter ended
                                                                                             Sept. 28, 1996
 
          4.4.6  Fifth Amendment to Amended and Restated Revolving            4.4.6          Form 10-K for
                 Credit Agreement, dated February 14, 1997.                                  year ended
                                                                                             Dec. 28, l996

          Filed herewith                                                      
          4.4.7  Sixth Amendment to Amended and Restated Revolving Credit     ----               ----
                 Agreement, dated February 27, l998.
 
 
     4.5  Loan and Security Agreement, dated March 30, 1992, between the      4.5            Form 10-K for
          Company and The CIT Group/Equipment Financing, Inc., as amended                    year ended
          by Amendment No. 1 dated March 1, 1993.                                            Jan. 2, 1993 
                                                                      
          4.5.1  Amendment No. 2 dated May 30, 1995.                          4.5.1          Form 10-K for
                                                                                             year ended
                                                                                             Dec. 30, 1995

          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.

(10) Material Contracts.

     Compensation Agreements
     -----------------------

     10.1 1989 Stock Incentive Plan.                                          10.1                *    

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

     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
</TABLE> 

                                       20
<PAGE>
 
                                 EXHIBIT INDEX
                        AEROVOX INCORPORATED FORM 10-K
                   (FOR FISCAL YEAR ENDED DECEMBER 27,1997)

<TABLE> 
<CAPTION> 
                                                                                              Page/SEC
Exhibit Item                                                               Exhibit            Document
------------                                                               -------            --------
<S>                                                                        <C>               <C>  

     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                *
 
     10.8 Severance Agreements:                                                               
 
          (a)  Severance Agreement with Robert D. Elliott                     10.8           Form 10-K for
                                                                                             year ended
          (b)  Severance Agreement with Jeffrey A. Templer                    10.8           Dec. 28, 1996
 
          
          Filed Herewith:
          (c)  Severance Agreement with Ted M. Miller                         ----              ----

          (d)  Form of Severance Agreement for other executives.              10.8               **

     10.9 Consulting Agreements:
 
          (a)  Consulting Agreement with Clifford H. Tuttle                   10.12          Form 10-K for
                                                                                             year ended
          (b)  Consulting Agreement with Ronald F. Murphy                     10.12          Jan. 1, 1994
 
 
     Other Agreements
     ----------------
     10.10  Form of Sales Representative Agreement.                           10.9               **

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

(13) Annual Report to Security Holders.
     ---------------------------------     
 
     Filed Herewith:                                                                         
     13.1 The Annual Report to Shareholders for the fiscal year ended         ----                  ----
          December 27, 1997.  With the exception of the information

</TABLE> 

                                       21
<PAGE>
 
                                 EXHIBIT INDEX
                        AEROVOX INCORPORATED FORM 10-K
                   (FOR FISCAL YEAR ENDED DECEMBER 27,1997)

<TABLE> 
<CAPTION> 
                                                                                              Page/SEC
Exhibit Item                                                               Exhibit            Document
------------                                                               -------            --------
<S>                                                                        <C>                <C>  
          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 December 27, 1997
          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 Coopers & Lybrand L.L.P.                              ----                ---- 
 
</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.

**     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.

                                       22