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


                                   FORM 10-QSB

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

         For the quarterly period ended December 31, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                          Commission file number I-4334

                            SUNAIR ELECTRONICS, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              FLORIDA                                   59-0780772
  -----------------------------------        -----------------------------------
   (STATE OR OTHER JURISD                            (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

    3101 SW THIRD AVE., FT. LAUDERDALE, FLA.                   33315
---------------------------------------------       ----------------------------
    (ADDRESS OR PRINCIPAL EXECUTIVE OFFICE)                (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE      (954) 525-1505
                                                   ----------------------------

                                      NONE
--------------------------------------------------------------------------------
   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT)

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

Yes  [x]   No [ ]


Registrant's common stock - par value 10 cents, outstanding as of December 31,
2000 - 3,692,570 shares.

Transitional Small Business Disclosure format.  Yes  [X]  No [ ]





<PAGE>


                     SUNAIR ELECTRONICS, INC. AND SUBSIDIARY

                                      INDEX

                                      *****
                                                                       PAGE NO.
                                                                       ********
       PART I.        FINANCIAL INFORMATION:

             CONSOLIDATED CONDENSED BALANCE SHEETS - -
                      DECEMBER 31, 2000 AND SEPTEMBER 30, 2000            3

             CONSOLIDATED CONDENSED STATEMENTS OF INCOME - -
                      THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999       4

             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS -
                      NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999        5

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                      STATEMENTS                                         6-7

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                      CONSOLIDATED CONDENSED STATEMENTS                  8-9

       PART II.       OTHER INFORMATION                                  10



                                       2

<PAGE>


                          PART I. FINANCIAL INFORMATION

                     SUNAIR ELECTRONICS, INC. AND SUBSIDIARY
                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)



ASSETS                                                  12/31/00       9/30/00
------                                                 ----------    -----------

CURRENT ASSETS:

      CASH AND CASH EQUIVALENTS                        $ 1,428,541   $   629,968
      ACCOUNTS RECEIVABLE                                1,111,974     1,480,449
      INVENTORIES                                        6,439,614     6,686,853
      PREPAID EXPENSES AND OTHER
         CURRENT ASSETS                                     73,241        18,481
                                                       -----------   -----------

             TOTAL CURRENT ASSETS                        9,053,370     8,815,751
                                                       -----------   -----------

INVESTMENTS                                              3,067,237     3,474,405


NOTE RECEIVABLE                                            289,597       289,597


PROPERTY, PLANT AND EQUIPMENT-NET                          845,958       868,043


TOTAL ASSETS                                           $13,256,162   $13,447,796
                                                       ===========   ===========

LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

      ACCOUNTS PAYABLE AND ACCRUED EXPENSES            $   202,146   $   319,515
      CURRENT PORTION OF INCOME TAXES PAYABLE                8,353       105,853
                                                       -----------   -----------

           TOTAL CURRENT LIABILITIES                       210,499       425,368
                                                       -----------   -----------

LONG-TERM LIABILITIES:


      LONG-TERM PORTION OF INCOME TAXES PAYABLE            491,000       491,000
                                                       -----------   -----------

STOCKHOLDERS' EQUITY

      PREFERRED STOCK, NO PAR VALUE,
           500,000 SHARES AUTHORIZED,
           NO SHARES ISSUED                                      0             0
      COMMON STOCK, $.10 PAR VALUE,
           6,000,000 SHARES AUTHORIZED,
           3,692,570 SHARES ISSUED
           AND OUTSTANDING                                 369,257       369,257
      ADDITIONAL PAID-IN-CAPITAL                         2,606,899     2,606,899
      RETAINED EARNINGS                                  9,578,507     9,555,272
                                                       -----------   -----------
                                                        12,554,663    12,531,428

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY               $13,256,162   $13,447,796
                                                       ===========   ===========


                                       3

<PAGE>


                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

                                                THREE MONTHS ENDED
                                                ------------------
                                              12/31/00     12/31/99
                                             ----------   ----------

SALES                                        $1,369,356   $3,686,179
COST OF SALES                                 1,058,780    2,372,865
                                             ----------   ----------

GROSS PROFIT                                    310,576    1,313,314
SELLING, GENERAL & ADMINISTRATIVE EXPENSES      353,256      524,043
                                             ----------   ----------

OPERATING INCOME (LOSS)                         (42,680)     789,271
OTHER INCOME:
      INTEREST INCOME                            76,974       67,889
      OTHER, NET                                  5,452          800
                                             ----------   ----------

INCOME BEFORE (PROVISION)
  FOR INCOME TAXES                               39,746      857,960

(PROVISION) FOR
  INCOME TAXES                                  (16,500)    (316,000)
                                             ----------   ----------


NET INCOME                                   $   23,246   $  541,960
                                             ==========   ==========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                            3,692,570    3,718,070
NET INCOME PER SHARE (BASIC AND DILUTED)     $     0.01   $     0.15
                                             ==========   ==========



                                       4
<PAGE>


                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                                                    THREE MONTHS ENDED
                                                    ------------------
                                                  12/31/00      12/31/99
                                                -----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME                                      $    23,246   $   541,960
ADJUSTMENTS TO RECONCILE NET INCOME TO
 NET CASH PROVIDED BY OPERATING ACTIVITIES
      DEPRECIATION AND AMORTIZATION                  34,573        36,263
      CHANGES IN OPERATING ACTIVITIES:
        (INCR) DECR IN ACCOUNTS RECEIVABLE          368,475    (2,288,653)
        DECR IN INVENTORY                           247,239     1,711,215
        (INCR) IN OTHER ASSETS                      (54,771)      (10,073)
        (DECR) IN ACCOUNTS PAYABLE AND
                  ACCRUED EXPENSES                 (117,369)     (227,649)
        INCR (DECR) IN INCOME TAX PAYABLE           (97,500)      196,000
                                                 -----------  -----------

NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES                                403,893       (40,937)
                                                -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF PROPERTY, PLANT & EQUIPMENT              12,488)       10,787)
SALE OF INVESTMENTS - NET                           407,168             0
                                                -----------   -----------

NET CASH PROVIDED BY (USED IN) INVESTING
        ACTIVITIES                                  394,680        10,787)
                                                -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:                     0             0
                                                -----------   -----------

NET INCREASE (DECREASE) IN CASH                     798,573        51,724)
CASH AT BEGINNING OF PERIOD                         629,968       533,478
                                                -----------   -----------

CASH AT END OF PERIOD                           $ 1,428,541   $   481,754
                                                ===========   ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
     CASH PAID DURING THE PERIOD FOR INTEREST   $         0   $         0
                                                ===========   ===========

     CASH PAID DURING THE PERIOD FOR INCOME
        TAXES                                   $   110,000   $   185,000
                                                ===========   ===========


                                       5

<PAGE>


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       1.      BASIS OF PRESENTATION
               THE ACCOMPANYING UNAUDITED FINANCIAL STATEMENTS HAVE BEEN
               PREPARED IN ACCORDANCE WITH THE INSTRUCTIONS TO FORM 10-QSB AND
               DO NOT INCLUDE ALL OF THE INFORMATION AND FOOTNOTES REQUIRED BY
               GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR COMPLETE FINANCIAL
               STATEMENTS. IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS
               (CONSISTING OF NORMAL RECURRING ACCRUALS) CONSIDERED NECESSARY
               FOR A FAIR PRESENTATION HAVE BEEN INCLUDED. OPERATING RESULTS FOR
               THE THREE MONTHS ENDED DECEMBER 31, 2000 ARE NOT NECESSARILY
               INDICATIVE OF THE RESULTS THAT MAY BE EXPECTED FOR THE FISCAL
               YEAR ENDING SEPTEMBER 30,2001. FOR FURTHER INFORMATION REFER TO
               THE CONSOLIDATED FINANCIAL STATEMENTS AND FOOTNOTES THERETO
               INCLUDED IN THE COMPANY'S ANNUAL REPORT IN FORM 10-KSB FOR THE
               FISCAL YEAR ENDED SEPTEMBER 30, 2000.

       2.      ACCOUNTING POLICIES

       (A)     PRINCIPLES OF CONSOLIDATION-

               THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS INCLUDE THE
               ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARY. ALL SIGNIFICANT
               INTER-COMPANY ACCOUNTS AND TRANSACTIONS HAVE BEEN ELIMINATED
               IN CONSOLIDATION.

       (B)     PROPERTY, PLANT AND EQUIPMENT-
               PROPERTY, PLANT AND EQUIPMENT IS DEPRECIATED OVER THE ESTIMATED
               USEFUL LIVES OF THE ASSETS USING BOTH STRAIGHT-LINE AND
               ACCELERATED METHODS.

       (C)     RESEARCH AND DEVELOPMENT COSTS-
               ALL RESEARCH AND DEVELOPMENT COSTS ARE CHARGED TO EXPENSE AS
               INCURRED.

       (D)     EARNINGS PER COMMON SHARE-
               EARNINGS PER COMMON SHARE ARE COMPUTED BASED ON WEIGHTED AVERAGE
               NUMBER OF SHARES OUTSTANDING DURING EACH PERIOD.

       (E)     INVENTORIES-
               INVENTORIES CONSIST OF THE FOLLOWING:

                                                  12/31/00           9/30/00
                                                 -----------      ------------
                       RAW MATERIALS              $1,969,177        $1,955,711
                       WORK IN PROCESS             3,909,149         4,026,102
                       FINISHED GOODS                561,288           705,040
                                                 -----------      ------------
                                                   $6,439,614       $6,686,853

       (F)     INVESTMENTS -

               INVESTMENTS INCLUDE PRIVATE EXPORT FUNDING CORPORATION (PEFCO)
               NOTES. THESE NOTES ARE GUARANTEED BY THE EXPORT-IMPORT BANK OF
               THE UNITED STATES, AN AGENCY OF THE UNITED STATES. THE COMPANY
               HAS CLASSIFIED THESE SECURITIES AS "HELD-TO-MATURITY"
               SECURITIES, IN ACCORDANCE WITH STATEMENT OF FINANCIAL
               ACCOUNTING STANDARDS (SFAS) NO. 115, "ACCOUNTING FOR CERTAIN
               INVESTMENTS IN DEBT AND EQUITY SECURITIES". HELD-TO-MATURITY
               SECURITIES ARE RECORDED AT AMORTIZED COST. AMORTIZATION OF
               RELATED DISCOUNTS OR PREMIUMS IS INCLUDED IN THE DETERMINATION
               OF NET INCOME.

                                       6
<PAGE>

       3.      INCOME TAXES:

               DURING 1995, IT WAS DETERMINED THAT CONTINUED OPERATIONS OF ITS
               INTEREST CHARGE-DOMESTIC INTERNATIONAL SALES CORPORATION
               (IC-DISC) SUBSIDIARY'S TAX ELECTION WAS NO LONGER ADVANTAGEOUS TO
               THE COMPANY. ACCORDINGLY, THE TAX ELECTION OF THE SUBSIDIARY WAS
               DISCONTINUED AND ITS RETAINED EARNINGS OF APPROXIMATELY
               $3,200,000 WERE DISTRIBUTED TO THE COMPANY. FEDERAL TAX
               REGULATIONS PROVIDE FOR THE TAXATION OF SUCH DISTRIBUTION OVER A
               TEN YEAR PERIOD IN EQUAL ANNUAL INCREMENTS. UTILIZING THE MAXIMUM
               TAX RATES, THE INCOME TAX CONSEQUENCE OF SUCH DISTRIBUTION WILL
               APPROXIMATE $123,000 PER YEAR. NO INTEREST IS PAYABLE ON THIS
               UNPAID PORTION.

       4.      PREFERRED STOCK:

               THE COMPANY HAS 500,000 AUTHORIZED SHARES OF PREFERRED STOCK, NO
               PAR VALUE, THAT MAY BE ISSUED AT SUCH TERMS AND PROVISIONS AS
               DETERMINED BY THE BOARD OF DIRECTORS. NONE ARE OUTSTANDING.

       5.      STOCK OPTIONS:

               AS OF DECEMBER 31, 2000, THE COMPANY HAD AUTHORIZED 400,000
               SHARES OF THE COMPANY'S COMMON STOCK FOR NON-QUALIFIED STOCK
               OPTIONS. ON NOVEMBER 21, 2000, OPTIONS TO PURCHASE 225,000 SHARES
               AT $2.25 PER SHARE WERE ISSUED TO KEY EMPLOYEES OF THE COMPANY.
               OPTIONS FOR 76,500 SHARES ARE EXERCISABLE BEGINNING IN THE SECOND
               YEAR OF THE OPTION PERIOD AND 74,250 SHARES IN EACH OF THE THIRD
               AND FOURTH YEARS. THE OPTIONS GRANTED SHALL BE EXERCISABLE UP TO
               AND INCLUDING FIVE (5) YEARS FROM THE DATE OF GRANT. NO OPTIONS
               ARE CURRENTLY EXERCISABLE.

       6.      FINANCIAL INSTRUMENTS:

               THE CARRYING AMOUNTS OF CASH AND CASH EQUIVALENTS, ACCOUNTS
               RECEIVABLE, LOANS PAYABLE, ACCOUNTS PAYABLE AND ACCRUED INCOME
               TAXES PAYABLE APPROXIMATE FAIR VALUE DUE TO THE SHORT MATURITY OF
               THE INSTRUMENTS AND RESERVES FOR POTENTIAL LOSSES, AS APPLICABLE.

                                       7
<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

LIQUIDITY:
----------


DURING THE FIRST THREE MONTHS OF THE CURRENT FISCAL YEAR ENDING DECEMBER 31,
2000, THE COMPANY MAINTAINED CASH AND SHORT TERM INVESTMENTS MORE THAN ADEQUATE
TO COVER KNOWN REQUIREMENTS, UNFORESEEN EVENTS OR UNCERTAINTIES THAT MIGHT
OCCUR. DURING THE THREE MONTH PERIOD, CASH AND SHORT TERM INVESTMENTS MAINTAINED
AN AVERAGE BALANCE OF $1,438,000, COMPARED TO AN AVERAGE BALANCE OF $1,334,000
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30,2000. SHORT TERM INVESTMENTS ARE TAX
EXEMPT MONEY MARKET FUNDS THAT ARE READILY AVAILABLE FOR IMMEDIATE USE SHOULD
THE OCCASION ARISE. IT IS ANTICIPATED THAT THE COMPANY WILL REMAIN AS LIQUID
DURING THE REST OF FISCAL 2001. INVENTORIES CONTAIN NO OBSOLESCENCE AS
ADJUSTMENTS ARE MADE AS THEY OCCUR. ACCOUNTS AND NOTES RECEIVABLE CONTAIN NO BAD
DEBTS. INTERIM RESERVES ARE MAINTAINED TO COVER CANCELLATION CHARGES UNPAID AND
ANY FREIGHT CHARGE DISPUTES. ALL MONETARY TRANSACTIONS ARE IN U.S. DOLLARS AND
NO LETTERS OF CREDIT INVOLVE FOREIGN EXCHANGE.

CAPITAL RESOURCES:
------------------

DURING THE FIRST THREE MONTHS OF THE CURRENT FISCAL YEAR, THE COMPANY EXPENDED
$12,488 FOR CAPITAL ASSETS. NO EXPENDITURES ARE CONTEMPLATED FOR PLANT EXPANSION
OR EXTENSIVE MAINTENANCE. THE COMPANY HAS NO LONG TERM DEBT AND NONE IS
CONTEMPLATED. LIABILITIES CONSIST OF CURRENT ACCOUNTS PAYABLE AND EXPENSES
RELATED TO THE CURRENT ACCOUNTING PERIOD.

RESULTS OF OPERATIONS:
----------------------

DURING THE FIRST QUARTER OF THE CURRENT FISCAL YEAR ENDED DECEMBER 31, 2000,
SHIPMENTS WERE $1,369,356, DOWN FROM SHIPMENTS OF $3,686,179 OR 62.9% FOR THE
SAME QUARTER ONE YEAR AGO. EXPORT SHIPMENTS FOR THE THREE MONTHS ENDED DECEMBER
31, 2000 WERE $448,811 OR 32.8% OF TOTAL SALES, DOWN $1,623,374 OR 78.3% FROM
THE SAME PERIOD ONE YEAR AGO. DOMESTIC SHIPMENTS FOR THE FIRST THREE MONTHS OF
THE CURRENT FISCAL YEAR WERE $920,545, COMPARABLE TO SHIPMENTS FOR THE SAME
PERIOD ONE YEAR AGO OF $1,613,954, DOWN $693,409 OR 43.0%.

SHIPMENTS FOR THE FIRST THREE MONTHS WERE SIGNIFICANTLY LOWER THAN SHIPMENTS FOR
THE SAME PERIOD ONE YEAR AGO DUE TO CONTINUED DELAYS IN RECEIPTS OF NEW ORDERS
AND A LOWER BACKLOG AT SEPTEMBER 30, 2000 OF $1,769,000 AS COMPARED TO A
$5,100,000 BACKLOG AT SEPTEMBER 30, 1999. BACKLOG AT DECEMBER 31, 2000 WAS
$1,015,000 AS COMPARED TO $2,000,000 FOR THE SAME PERIOD A YEAR AGO. NOT
INCLUDED IN THIS BACKLOG ARE PROJECTED ORDERS ON CONTRACTS RECEIVED IN FISCAL
1999 AND 2000 IN EXCESS OF $19,000,000 OVER A FIVE YEAR PERIOD. $1,000,000 IN
ORDERS ON THESE CONTRACTS WAS SHIPPED IN FISCAL 2000 AND $1,000,000 WAS SHIPPED
IN THE FIRST QUARTER OF THE CURRENT FISCAL YEAR. THE LARGEST DELIVERIES AGAINST
THESE CONTRACTS ARE BUDGETED FOR FISCAL 2002 AND BEYOND.

                                       8
<PAGE>


RESULTS OF OPERATIONS: (CONTINUED)
----------------------

COST OF SALES WAS HIGHER AT 77.3% OF SALES IN THE FIRST QUARTER OF FISCAL 2001
AS COMPARED TO 64.4% OF SALES IN THE SAME PERIOD ONE YEAR AGO DUE PRIMARILY TO A
REDUCTION IN SYSTEMS WORK IN THE CURRENT PERIOD. MANAGEMENT FOCUS HAS TURNED TO
IMPROVEMENTS OF OPERATIONS AND MANUFACTURING PROCESSES FOR IMPROVED EFFICIENCIES
AND REDUCED OVERHEADS. NEW MANUFACTURING AND FINANCIAL SOFTWARE HAS BEEN
SELECTED AFTER EXTENSIVE RESEARCH WITH IMPLEMENTATION TO BEGIN FEBRUARY OF THIS
YEAR AND SCHEDULED COMPLETION BY SEPTEMBER OF FISCAL 2001. EMPHASIS WILL ALSO BE
PLACED ON REDUCED INVENTORY LEVELS.

INVENTORY AT DECEMBER 31, 2000 WAS $247,239 LOWER THAN SEPTEMBER 30, 2000 DUE TO
CONTINUED EFFORTS TO DECREASE INVENTORY. HOWEVER, DUE TO EXTENDED PROCUREMENT
AND BUILD TIMES, SUFFICIENT INVENTORY MUST BE MAINTAINED TO MEET CONTRACTUAL
DELIVERIES AS WELL AS ANTICIPATED CUSTOMER REQUIREMENTS. DUE TO AN INCREASED
NUMBER OF PRODUCT CONFIGURATIONS, IT IS NECESSARY TO CARRY A QUANTITY OF MANY
DIFFERENT MODELS IN FINISHED GOODS, AND WORK-IN-PROCESS, TO MEET CUSTOMER
DELIVERY REQUIREMENTS.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES OF $353,256 DECREASED $170,787 FROM
THE SAME PERIOD ONE YEAR AGO PRIMARILY DUE TO A REDUCTION IN INCREASED EXPENSES
EXPERIENCED IN FISCAL 2000 FOR INTERNATIONAL DEALER DEVELOPMENT AND MARKET
EXPANSION. THE DIRECT LABOR FORCE CONTINUES AT A REDUCED LEVEL DUE TO SUFFICIENT
FINISHED GOODS INVENTORY LEVELS. INTEREST INCOME INCREASED DUE TO INCREASED
INVESTMENTS IN CASH EQUIVALENTS.

THE COMPANY CONTINUES TO ESTABLISH ITSELF AS A SYSTEMS INTEGRATOR WITH SOLID
GROWTH POTENTIAL IN THE NEW "PATHFINDER" PRODUCT LINE AND IN SYSTEM ORIENTED
PROJECTS. IN ADDITION TO THE SOFTWARE AND SYSTEMS CAPABILITIES DEVELOPED THROUGH
R&D EFFORTS, PROGRESS CONTINUES ON DEVELOPMENT OF NEW SOFTWARE AND DIGITAL
COMMUNICATION TECHNOLOGY, INCLUDING ERROR FREE FACSIMILE AND E-MAIL MESSAGES
OVER HIGH FREQUENCY RADIO CHANNELS.

THE COMPANY CONTINUES TO EXPLORE NEW MARKETS AND GEOGRAPHICAL AREAS NOT
PREVIOUSLY COVERED AND CONTINUES TO BE OPTIMISTIC FOR FUTURE GROWTH.

                                       9
<PAGE>


                            PART II OTHER INFORMATION

5.     OTHER INFORMATION

       NONE

6.     EXHIBITS AND REPORTS ON FORM 8-K

       ON DECEMBER 22, 2000 THE COMPANY ISSUED A REPORT ON FORM 8-K TO ADVISE
       THAT ON NOVEMBER 29, 2000, MR. ROBERT URICHO, JR., CHAIRMAN AND CEO OF
       SUNAIR ELECTRONICS, INC., DIED AT HIS HOME IN FORT LAUDERDALE, FL. AT
       THE AGE OF 85.

       ON DECEMBER 22, 2000 THE COMPANY ISSUED A REPORT ON FORM 8-K TO ADVISE
       THAT EFFECTIVE DECEMBER 1, 2000, MR. JAMES E. LAURENT, PRESIDENT OF
       SUNAIR ELECTRONICS, INC. WAS DESIGNATED CHIEF EXECUTIVE OFFICER AND
       BOARD MEMBER TO FILL THE VACANCY CREATED BY THE DEATH OF MR. URICHO.


                                      10

<PAGE>


                                   SIGNATURES
                                   ----------


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                             SUNAIR ELECTRONICS, INC.



DATE    FEBRUARY 12, 2001                    /S/ JAMES E. LAURENT
                                             ------------------------------
                                             JAMES E. LAURENT, PRINCIPAL
                                             EXECUTIVE OFFICER



DATE    FEBRUARY 12, 2001                    /S/ SYNNOTT B. DURHAM
                                             ------------------------------
                                             SYNNOTT B. DURHAM, PRINCIPAL
                                             ACCOUNTING OFFICER