##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



---

FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

|        |  |                                                                                         
|------- |  | ----------------------------------------------------------------------------------------
|(X BOX) |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934    
|       
|       
|       
|       
|        |  | For the fiscal year ended December 31, 2001                                             
|       
|       
|       
|       
|        |  | OR                                                                                      
|       
|       
|       
|       
|(BOX)   |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|       
|       
|       
|       
|        |  | For the transition period from _______________ to _______________                       

Commission File Number: 1-9511

THE COAST DISTRIBUTION SYSTEM, INC.
(Exact name of Registrant as specified in its charter)

|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 94-2490990                          
|                        
|                        
|                        
|                        
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

350 Woodview Avenue, Morgan Hill, California 95037
(Address of principal executive offices, including zip code)

Registrants telephone number, including area code: (408) 782-6686

Securities registered pursuant to Section 12(b) of the Act:

|                                                                  |  |                                          
|----------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                               |  | Name of each exchange on which registered
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Common Stock, par value $.001 per share                           |  | American Stock Exchange                  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Securities to be registered pursuant to Section 12(g) of the Act: |  | None                                     

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X BOX) No (BOX)

Indicate by a 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. (BOX)

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of April 19, 2002, was approximately $4,772,000 (based upon the
closing price for shares of the Registrants Common Stock as reported by the
American Stock Exchange for the last trading day prior to that date). Shares
of Common Stock held by each officer, director and holder of 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

On April 19, 2002, 4,366,880 shares of the Registrants Common Stock, par value
$.001 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE.

NONE





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TABLE OF CONTENTS



|           |                                                                         |  |  |  |  |  |  | 
|---------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III  
|           | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            
|           | ITEM 11. EXECUTIVE COMPENSATION                                        
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|           | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                
|SIGNATURES



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##### Table of Contents






PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

|                     |  |     |    |          |  |                                                                        
|-------------------- |  | --- | -- | -------- |  | -----------------------------------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|Thomas R. McGuire    |  |     | 58 |          |  | Chairman of the Board, Chief Executive Officer and Director            
|                    
|                    
|                    
|                    
|Sandra A. Knell      |  |     | 44 |          |  | Executive Vice President-Finance, Chief Financial Officer
and Secretary
|                    
|                    
|                    
|                    
|David A. Berger      |  |     | 48 |          |  | Executive Vice President  Marketing                                   
|                    
|                    
|                    
|                    
|Dennis A. Castagnola |  |     | 54 |          |  | Executive Vice President  Sales                                       
|                    
|                    
|                    
|                    
|Ben A. Frydman       |  |     | 55 |          |  | Director                                                               
|                    
|                    
|                    
|                    
|Robert S. Throop     |  |     | 64 |          |  | Director                                                               
|                    
|                    
|                    
|                    
|John W. Casey        |  |     | 58 |          |  | Director                                                               

Thomas R. McGuire is a founder of the Company and has been Chairman of the
Board and Chief Excutive Officer of the Company since its inception. From 1981
until August 1985 he also served as the Companys Chief Financial Officer and
Secretary.

Sandra A. Knell has been the Companys Executive Vice President  Finance,
Chief Financial Officer and Secretary since August 1985. From 1984 until she
joined the Company, Mrs. Knell was an Audit Manager, and for the prior four
years was a senior and staff accountant, with Grant Thornton LLP (formerly
Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant.

David A. Berger served as Executive Vice President Marketing since May
1988. From August 1986 to May 1988, Mr. Berger was Senior Vice President -
Purchasing of the Company. For the prior 14 years he held various management
positions with C/P Products Corp., a distributor of recreation vehicle parts
and accessories acquired by the Company in 1985.

Dennis A. Castagnola was appointed to his current position of Executive
Vice President  Sales in November 2000. From May 1994 through November 2000,
he served as Senior Vice President  Proprietary Products, where he directed
the Companys proprietary products program. For the prior 19 years, he held
various positions with the Company, including Vice President/Division Manager
of the Companys Portland, Oregon Distribution Center.

Ben A. Frydman has served as a director since 1988. Mr. Frydman is, and
for more than five years has been, engaged in the private practice of law, as a
member and shareholder of Stradling Yocca Carlson & Rauth, a Professional
corporation, which provided legal services to the Company in 2001. Mr. Frydman
is also a director of Collectors Universe, Inc., a publicly traded company
which is engaged in the business of providing grading and authentication and
other value added services, and selling high end collectibles through
multi-venue auctions and direct sales channels, to collectors and dealers of
rare coins and currencies, sportscards, vintage stamps and autographs.

Robert S. Throop has served as a director since 1995. Until his
retirement in late 1996, and for more than the prior five years, Mr. Throop was
the Chairman and Chief Executive Officer of Anthem Electronics, Inc.
(Anthem), which is a national distributor of semiconductor and computer
products. Mr. Throop is also a director of the Manitowoc Company, a publicly
traded company, and Azerity, which is a privately owned business.

John W. Casey has served as a director since August 1998. From 1980 and
until his retirement in 1994, Mr. Casey was President and Chief Executive
Officer of Shurflo Pump Mfg. Company (Shurflo), which was engaged in the
manufacture and sale of pumps used in pumping and circulating water or other
liquids in a variety of products and equipment, including recreational vehicles
and soft drink dispensing machines. Mr. Casey also serves as a director of
Shurflo, a WICOR Company; the Deschutes Basin Land Trust and RV/MHI Foundation,
Inc.

2



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##### Table of Contents






ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth compensation received in each of the years
in the three year period ended December 31, 2001, by the Companys Chief
Executive Officer, and the other executive officers whose aggregate cash
compensation for services rendered to the Company in all capacities in 2001
exceeded $100,000 (collectively, the Named Officers):

Summary Compensation Table

|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  |              |        | 
|--------------------------- | ---------------------------------------------------- | ---- | ------------------- | --------- | ------ | ----- | ------- | ----------- |  | - | --- | --- |  |  | ------------ | ------ | 
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  | Long-Term   
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  | Compensation
|                            |                                                      |      | Annual Compensation |           | Awards
|                            |                                                      |      |                     |           |       
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  | Securities  
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  | underlying  
|Name and Principal Position |                                                      | Year |                     | Salary($) |        | Bonus |         | Options (#)
|                            |                                                      |      |                     |           |        |       |         |            
|Thomas R. McGuire,          |                                                      |      | 2001                |           |        | $     | 252,902 | (2)         |  | $ | -0- |     |  |  | 50,000       |       
|                           
|                           
|                           
|                           
|                            | Chairman of the Board and Chief Executive Officer    |      |                     | 2000      |        |       |         | 263,823     |  |   |     | -0- |  |  |              | -0-    | 
|                           
|                           
|                           
|                           
|                            |                                                      |      | 1999                |           |        |       | 256,499 |             |  |   | -0- |     |  |  | 20,000       |       
|                           
|                           
|                           
|                           
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  |              |       
|                           
|                           
|                           
|                           
|Sandra A. Knell             |                                                      |      | 2001                |           |        | $     | 167,766 | (2)         |  | $ | -0- |     |  |  | 17,500       |       
|                           
|                           
|                           
|                           
|                            | Chief Financial Officer and Executive Vice President |      |                     | 2000      |        |       |         | 171,162     |  |   |     | -0- |  |  |              | 25,000 | 
|                           
|                           
|                           
|                           
|                            |                                                      |      | 1999                |           |        |       | 160,000 |             |  |   | -0- |     |  |  | 10,000       |       
|                           
|                           
|                           
|                           
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  |              |       
|                           
|                           
|                           
|                           
|David A. Berger             |                                                      |      | 2001                |           |        | $     | 124,625 | (2)         |  | $ | -0- |     |  |  | 13,000       |       
|                           
|                           
|                           
|                           
|                            | Executive Vice President  Marketing                 |      |                     | 2000      |        |       |         | 128,462     |  |   |     | -0- |  |  |              | 12,500 | 
|                           
|                           
|                           
|                           
|                            |                                                      |      | 1999                |           |        |       | 114,039 |             |  |   | -0- |     |  |  | 10,000       |       
|                           
|                           
|                           
|                           
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  |              |       
|                           
|                           
|                           
|                           
|Dennis A. Castagnola,       |                                                      |      | 2001                |           |        | $     | 124,625 | (2)         |  | $ | -0- |     |  |  | 13,000       |       
|                           
|                           
|                           
|                           
|                            | Executive Vice President  Sales                     |      |                     | 2000      |        |       |         | 128,462     |  |   |     | -0- |  |  |              | 12,500 | 
|                           
|                           
|                           
|                           
|                            |                                                      |      | 1999                |           |        |       | 114,039 |             |  |   | -0- |     |  |  | 10,000       |       
|                           
|                           
|                           
|                           
|                            |                                                      |      |                     |           |        |       |         |             |  |   |     |     |  |  |              |       
|                           
|                           
|                           
|                           
|Stephen Bartolotta(1)       |                                                      |      | 2001                |           |        | $     | 164,906 |             |  | $ | -0- |     |  |  | 17,500       |       
|                           
|                           
|                           
|                           
|                            | Executive Vice President Strategic Planning          |      |                     | 2000      |        |       |         | 143,269     |  |   |     | -0- |  |  |              | 75,000 | 



---

|(1) |  | Mr. Bartolotta left the Companys employ effective December 31, 2001.                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | As part of a company-wide cost cutting program, these officers
voluntarily agreed to salary reductions in fiscal 2001.

3



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##### Table of Contents



Option Grants

Set forth in the following table is information relating to the options
that were granted to the Named Officers during the fiscal year ended December
31, 2001:

|                        |  |            |        |               |  |            |      |            |  |    |      |                |  |                        |         |                   |  |                            |        |  |  |   |        | 
|----------------------- |  | ---------- | ------ | ------------- |  | ---------- | ---- | ---------- |  | -- | ---- | -------------- |  | ---------------------- | ------- | ----------------- |  | -------------------------- | ------ |  |  | - | ------ | 
|                        |  |            |        |               |  |            |      |            |  |    |      |                |  |                        |         |                   |  | Potential Realizable Value
|                        |  |            |        |               |  |            |      |            |  |    |      |                |  |                        |         |                   |  | of Options                
|                        |  |            |        |               |  | Percent of |      |            |  |    |      |                |  |                        |         | At Assumed Annual
|                        |  | Number of  |        | Total Options |  |            |      |            |  |    |      |                |  | Rates of Stock        
|                        |  | Securities |        | Granted To    |  |            |      |            |  |    |      |                |  | Price Appreciation for
|                        |  | Underlying |        | All Employees |  | Exercise   |      |            |  |    |      | Option Term(4)
|                        |  | Options    |        | in Fiscal     |  | Price Per  |      | Expiration |  |   
|Name                    |  | Granted    |        | Year          |  | Share(3)   |      | Date       |  | 5% |      | 10%           
|                        |  |            |        |               |  |            |      |            |  |    |      |               
|Thomas R. McGuire       |  |            | 50,000 |               |  |            | 26.5 | %          |  | $  | 0.75 |                |  |                        | 2/22/11 |                   |  | $                          | 24,000 |  |  | $ | 60,000 | 
|                       
|                       
|                       
|                       
|Sandra A. Knell(1)      |  |            | 17,500 |               |  |            | 9.3  |            |  |    | 0.75 |                |  |                        | 2/22/11 |                   |  |                            | 8,400  |  |  |   | 21,000 | 
|                       
|                       
|                       
|                       
|David A. Berger(1)      |  |            | 13,000 |               |  |            | 6.9  |            |  |    | 0.75 |                |  |                        | 2/22/11 |                   |  |                            | 6,240  |  |  |   | 15,600 | 
|                       
|                       
|                       
|                       
|Dennis A. Castagnola(1) |  |            | 13,000 |               |  |            | 6.9  |            |  |    | 0.75 |                |  |                        | 2/22/11 |                   |  |                            | 6,240  |  |  |   | 15,600 | 
|                       
|                       
|                       
|                       
|Stephen Bartolotta(2)   |  |            | 17,500 |               |  |            | 9.3  |            |  |    | 0.75 |                |  |                        | 2/22/11 |                   |  |                            | 8,400  |  |  |   | 21,000 | 



---

|(1) |  | The options became
exerciseable in full on February 22, 2002, one year after the
date of grant. To
the extent not exercised, options terminate in the event of the optionees
cessation of employment with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Due to the cessation of Mr. Bartolottas employment, all of his options
have terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|   
|   
|   
|(3) |  | The exercise price of the shares subject to each option is equal to the
per share price of the Companys common stock as reported on the American
Stock Exchange on the date the option was granted. The exercise price may
be paid in cash, in shares of the Companys Common Stock valued at fair
market value on the date of exercise, or through a cashless exercise
procedure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|   
|   
|   
|(4) |  | Potential realizable value of the shares subject to these options
represents an estimate of the amounts that the Named Officers would
realize from the exercise of the options and the sale of those shares at
the end of the ten year term of those options. These estimates were
arrived at by assuming that the market value of those shares will
appreciate over their ten year term at annual compounded rates of 5% and
10%, respectively, and then deducting from those appreciated values the
prices that the Named Officers would have to pay to exercise those
options. However, this calculation is based on Securities and Exchange
Commission requirements and is not our projection or estimate of future
stock price growth or the future value of these options to the Named
Officers. Accordingly, there is no assurance that the values that may be
realized on exercise of such options will be at or near the values
estimated in the table.

Option Exercises in 2001

No options were exercised by any of the Named Officers in 2001 and none of
the options held by any of the Named Officers were in-the-money at December
31, 2001, on which date the closing price of the Companys common stock on the
American Stock Exchange was $0.55 per share.

Directors Compensation

Directors who also are Company employees receive no compensation for
serving as directors. Non-employee directors are paid a retainer of $6,000 per
year and receive $1,500 for each Board of Directors meeting attended and are
reimbursed for the out-of-pocket expenses incurred in attending those meetings.
No compensation is paid for attending meetings of Committees of the Board of
Directors on which directors serve. Pursuant to the Companys Employee Stock
Option Plans, each year each non-employee director is automatically granted an
option to purchase 2,000 shares of Company stock at an exercise price that is
equal to the fair market value of the shares on the date of grant. These
options become fully exercisable six months after the date of grant. Upon
joining the Board, each new non-employee director receives an option to
purchase 2,000 shares, which becomes exercisable in full one year after the
date of grant.

4



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##### Table of Contents



Compensation Committee Interlocks

In fiscal 2001, the members of the Compensation Committee were Robert S.
Throop and John W. Casey, each of whom is a non-employee director of the
Company. No executive officer of the Company served on the board of directors
or compensation committee of any corporation or other entity which has one or
more executive officers serving as members of the Companys Board of Directors
or of its Compensation Committee.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Reports on Form 5 to report the grant of options in fiscal 2001 to the
directors and the Named Officers of the Company were inadvertently filed after
the required filing date.

5



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##### Table of Contents






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 19, 2002, information
regarding the ownership of the Companys outstanding common stock by each
person known to management to own, beneficially or of record, more than five
percent (5%) of the common stock and by each director and the Named Officers of
the Company and all directors and officers of the Company as a group.

|                                                  |                             |                         |           |            |  |  |      |   | 
|------------------------------------------------- | --------------------------- | ----------------------- | --------- | ---------- |  |  | ---- | - | 
|Name and Address                                  |                             | Amount and Nature of    |           | Percent of
|of Beneficial Owner                               |                             | Beneficial Ownership(1) |           | Class     
|                                                  |                             |                         |           |           
|Thomas R. McGuire                                 |                             |                         | 773,079   | (2)        |  |  | 17.2 | %
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | 350 Woodview Avenue         |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Morgan Hill, CA 95037       |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|Dimensional Fund Advisors                         |                             |                         | 387,700   | (3)        |  |  | 8.9  | %
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | 1299 Ocean Avenue           |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Santa Monica, CA 94101      |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|JB Capital Partners, L.P.                         |                             |                         |           |            |  |  |      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Alan W. Weber                                     |                             |                         | 296,400   | (4)        |  |  | 6.8  | %
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | 23 Berkley Lane, Rye Brook, |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | New York 10573              |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|Lone Star RV Sales, Inc.                          |                             |                         | 242,900   | (5)        |  |  | 5.6  | %
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | 14444 North Freeway,        |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Houston, TX 77090           |                         |           |            |  |  |      |   | 
|                                                 
|                                                 
|                                                 
|                                                 
|Robert S. Throop                                  |                             |                         | 21,000    | (6)        |  |  | *    |  
|                                                 
|                                                 
|                                                 
|                                                 
|Ben A. Frydman                                    |                             |                         | 19,000    | (6)        |  |  | *    |  
|                                                 
|                                                 
|                                                 
|                                                 
|John W. Casey                                     |                             |                         | 15,000    | (6)        |  |  | *    |  
|                                                 
|                                                 
|                                                 
|                                                 
|Sandra A. Knell                                   |                             |                         | 174,465   | (7)        |  |  | 3.9  | %
|                                                 
|                                                 
|                                                 
|                                                 
|David A. Berger                                   |                             |                         | 117,831   | (7)        |  |  | 2.6  | %
|                                                 
|                                                 
|                                                 
|                                                 
|Dennis A. Castagnola                              |                             |                         | 78,244    | (7)        |  |  | 1.8  | %
|                                                 
|                                                 
|                                                 
|                                                 
|All directors and officers
as a group (7 persons) |                             |                         | 1,198,619 | (8)        |  |  | 24.7 | %



---

|*   |  | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Except as otherwise noted below, the persons named in the table have sole
voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where
applicable.                                                                                                                                                                                                                                                                                                                                                                                        
|   
|   
|   
|   
|(2) |  | Does not include an aggregate of 50,016 shares held in trust for the
benefit of Mr. McGuires adult children, as to which Mr. McGuire disclaims
beneficial ownership. Includes 127,500 shares subject to outstanding
stock options exercisable during the 60-day period ending June 19, 2002.                                                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(3) |  | In a report filed with the Securities and Exchange Commission,
Dimensional Fund Advisors, Inc., an investment advisor registered under
Section 201 of the Investment Advisors Act of 1940
(DFA), reported that
it possesses voting and/or investment power over these shares, which DFA
has reported are owned by four investment companies registered under the
Investment Company Act of 1940 for which DFA serves as investment advisor
and certain commingled group trusts and separate accounts for which DFA
serves as investment manager. However, DFA disclaims beneficial ownership
of all such shares.
|   
|   
|   
|   
|(4) |  | In a report filed with the Securities and Exchange Commission, JB Capital
Partners, L.P and Alan W. Weber, its general partner, reported that they
share voting and dispositive power with respect to and therefore may be
deemed to be the beneficial owners of these shares.                                                                                                                                                                                                                                                                                                                                    
|   
|   
|   
|   
|(5) |  | In a report filed with the Securities and Exchange Commission, Lone Star
RV Sales, Inc. reported that it possesses sole ownership and dispositive
power with respect to these shares and that it disclaims beneficial
ownership of 11,000 shares owned by Scott Byrne.                                                                                                                                                                                                                                                                                                                                            
|   
|   
|   
|   
|(6) |  | Includes shares subject to outstanding stock options, as follows: Mr.
Frydman  18,000 shares; Mr. Throop  16,000 shares; and Mr. Casey  8,000
shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|   
|   
|   
|(7) |  | Includes shares subject to outstanding stock options exercisable during
the 60-day period ending June 19, 2002, as follows:
Ms. Knell  146,500
shares; Mr. Berger  99,500 shares; and Mr. Castagnola
 70,000 shares.                                                                                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|   
|(8) |  | Includes 485,500 shares subject to outstanding stock options exercisable
during the 60-day period ending June 19, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

6



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

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|--------------------- |  | ----------------------------------- |  | ------------------------------------------------------------------------------------------
|Dated: April 26, 2002 |  | THE COAST DISTRIBUTION SYSTEM, INC.
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|                      |  | By:                                 |  | /s/ SANDRA A. KNELL

Sandra A. Knell,
Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment on Form 10K/A has been signed below by the following persons in the
capacities and on the dates indicated.

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|SIGNATURE                                                            |  | TITLE                                                                           |  | DATE          
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|/s/ THOMAS R. MCGUIRE*
Thomas R. McGuire                             |  | Chairman of the Board of Directors,
Chief Executive Officer and Director        |  | April 26, 2002
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|/s/ SANDRA A. KNELL
Sandra A. Knell                                  |  | Executive Vice President (Principal
Financial and Principal Accounting
Officer) |  | April 26, 2002
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|/s/ ROBERT S. THROOP*
Robert S. Throop                               |  | Director                                                                        |  | April 26, 2002
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|John W. Casey                                                        |  | Director                                                                        |  | April 26, 2002
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|/s/ BEN A. FRYDMAN*
Ben A. Frydman                                   |  | Director                                                                        |  | April 26, 2002
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|*By: /s/ SANDRA A. KNELL
          Sandra A. Knell, Attorney-in-Fact |  |                                                                                 |  | April 26, 2002

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