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

                                    FORM 10-Q

(Mark  One)

    (X)     Quarterly  Report  Pursuant  to  Section  13  or  15(d)
                     of the Securities Exchange Act of 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                       or

    ( )     Transition  Report  Pursuant  to  Section  13 or 15(d)
                     of the Securities Exchange Act of 1934

              FOR THE TRANSITION PERIOD FROM ________ TO _________


                          COMMISSION FILE NUMBER 1-9125
                          -----------------------------

                        AMERICAN TECHNICAL CERAMICS CORP.
                        ---------------------------------
             (Exact name of Registrant as specified in Its charter)


                DELAWARE                                     11-2113382
                --------                                     ----------
     (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                     Identification No.)

     17 STEPAR PLACE, HUNTINGTON STATION, NY                   11746
     ---------------------------------------                   -----
     (Address of Principal Executive Offices)                (Zip Code)


                                 (631) 622-4700
                                 --------------
                     (Telephone number, including area code)

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

Indicate  by  check  mark  whether  the  Registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).    Yes  (   )    No  (  X  )

As  of  February  4,  2003,  the  Registrant had outstanding 8,075,618 shares of
Common  Stock,  par  value  $.01  per  share.


<PAGE>
<TABLE>
<CAPTION>
                         PART 1 - FINANCIAL INFORMATION

Item  1.  Financial  Statements

                             AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS
                                    (in thousands, except per share data)


                                                                             DEC. 31, 2002    JUNE 30, 2002
                                                                            ---------------  ---------------
<S>                                                                         <C>              <C>
ASSETS                                                                          (unaudited)
Current assets
   Cash (including cash equivalents of $471 and
      $3,606, respectively)                                                 $         6,252  $        7,129
   Investments                                                                        3,013           3,025
   Accounts receivable, net                                                           5,633           6,328
   Inventories                                                                       15,058          15,417
   Deferred income taxes, net                                                         2,284           2,284
   Other current assets                                                               2,835           2,564
                                                                            ---------------  ---------------
                      TOTAL CURRENT ASSETS                                           35,075          36,747
                                                                            ---------------  ---------------

Property, plant and equipment, net of accumulated depreciation
   and amortization of $34,651 and $32,158, respectively                             28,804          29,740
Other assets, net                                                                        47              87
                                                                            ---------------  ---------------
                      TOTAL ASSETS                                          $        63,926  $       66,574
                                                                            ===============  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Current portion of long-term debt  (including related party debt of
      $337 and $205, respectively)                                          $           362  $        4,276
   Accounts payable                                                                     986             878
   Accrued expenses                                                                   3,126           3,218
                                                                            ---------------  ---------------
                                                                                      4,474           8,372

Long-term debt, net of current portion  (including related party debt of
      $3,472 and $2,338, respectively)                                                3,490           2,368
Deferred income taxes                                                                 3,642           3,642
                                                                            ---------------  ---------------
                      TOTAL LIABILITIES                                              11,606          14,382
                                                                            ---------------  ---------------

Commitments and Contingencies

Stockholders' Equity
   Common Stock -- $.01 par value; authorized 20,000
        shares; issued 8,497 and 8,492 shares, respectively                              85              85
   Capital in excess of par value                                                    11,415          11,380
   Retained earnings                                                                 42,179          42,171
   Accumulated other comprehensive loss:
      Unrealized gain on investments available-for-sale, net                              5               5
      Cumulative foreign currency translation adjustment                                 52             (46)
                                                                            ---------------  ---------------
                                                                                         57             (41)
                                                                            ---------------  ---------------
    Less:   Treasury stock, at cost (421 and 418 shares, respectively)                1,408           1,403
              Deferred compensation                                                       8             ---
                                                                            ---------------  ---------------
                      TOTAL STOCKHOLDERS' EQUITY                                     52,320          52,192
                                                                            ---------------  ---------------

                                                                            $        63,926  $       66,574
                                                                            ===============  ===============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                       AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                                         UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (in thousands, except per share data)


                                                 For the Three Months Ended Dec. 31,        For the Six Months Ended Dec. 31,
                                                     2002                  2001                2002                 2001
                                              -------------------  --------------------  -----------------  --------------------
<S>                                           <C>                  <C>                   <C>                <C>
Net sales                                     $           11,561   $            11,582   $         24,048   $            25,487
Cost of sales                                              8,132                 9,246             16,533                18,790

                                              -------------------  --------------------  -----------------  --------------------
   Gross profit                                            3,429                 2,336              7,515                 6,697
                                              -------------------  --------------------  -----------------  --------------------

Selling, general and administrative expenses               2,813                 3,135              5,775                 6,155
Research and development expenses                            664                   833              1,333                 1,685
Other                                                        342                    (7)               291                   (53)
                                              -------------------  --------------------  -----------------  --------------------
   Operating expenses                                      3,819                 3,961              7,399                 7,787
                                              -------------------  --------------------  -----------------  --------------------

                                              -------------------  --------------------  -----------------  --------------------
   (Loss)/ income from operations                           (390)               (1,625)               116                (1,090)
                                              -------------------  --------------------  -----------------  --------------------

Other (income) expense:
   Interest expense                                          104                   130                164                   273
   Interest income                                           (21)                  (76)               (58)                 (136)
   Other                                                     ---                  (106)               ---                  (106)

                                               -------------------  --------------------  -----------------  -------------------
                                                              83                   (52)               106                    31
                                               -------------------  --------------------  -----------------  -------------------

(Loss)/ income before provision for
    income taxes                                            (473)               (1,573)                10                (1,121)

(Benefit from)/ provision for income taxes                  (143)                 (535)                 2                  (381)

                                              -------------------  --------------------  -----------------  --------------------
Net (loss)/ income                            $             (330)  $            (1,038)  $              8   $              (740)
                                              ===================  ====================  =================  ====================

Basic net (loss)/ income per common share     $            (0.04)  $             (0.13)  $           0.00   $             (0.09)
                                              ===================  ====================  =================  ====================

Diluted net (loss)/ income per common share   $            (0.04)  $             (0.13)  $           0.00   $             (0.09)
                                              ===================  ====================  =================  ====================

Basic weighted average common
  shares outstanding                                       8,073                 8,047              8,072                 8,038
                                              ===================  ====================  =================  ====================

Diluted weighted average common
  shares outstanding                                       8,073                 8,047              8,224                 8,038
                                              ===================  ====================  =================  ====================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                 For the Six Months Ended December 31,
                                                                      2002                  2001
                                                              --------------------  --------------------
                                                                            (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:                                         (unaudited)
<S>                                                           <C>                   <C>
   Net income/(loss)                                          $                 8   $              (740)
   Adjustments to reconcile net income/(loss) to net cash
    provided by operating activities:
      Depreciation and amortization                                         2,663                 2,614
      Loss on disposal of fixed assets                                        391                    19
      Stock award compensation expense                                          8                   192
      Realized gain on sale of investments                                    ---                  (109)
      Changes in operating assets and liabilities:
      Accounts receivable                                                     695                 5,872
      Inventories                                                             359                   917
      Other assets                                                           (226)                  126
      Accounts payable and accrued expenses                                    16                (3,636)
      Income taxes payable                                                    ---                (1,361)

                                                              --------------------  --------------------
   Net cash provided by operating activities                                3,914                 3,894
                                                              --------------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                   (674)               (1,925)
      Purchase of investments                                                (993)               (1,053)
      Proceeds from sale of investments                                     1,000                 1,635
      Proceeds from sale of fixed assets                                      ---                    26

                                                              --------------------  --------------------
   Net cash used in investing activities                                     (667)               (1,317)
                                                              --------------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Repayment of debt                                                    (4,229)                 (302)
      Proceeds from the exercise of stock options                              13                   132
                                                              --------------------  --------------------
   Net cash used in financing activities                                   (4,216)                 (170)
                                                              --------------------  --------------------

                                                              --------------------  --------------------
      Effect of exchange rate changes on cash                                  92                    57
                                                              --------------------  --------------------


      Net (decrease)/ increase in cash and cash equivalents                  (877)                2,464


CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                7,129                 1,659


                                                              --------------------  --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $             6,252   $             4,123
                                                              ====================  ====================

Supplemental cash flow information:
      Interest paid                                           $               201   $               294
      Taxes paid                                              $               ---   $               994
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        4
<PAGE>
               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(1)  BASIS  OF  PRESENTATION:

     The  accompanying  unaudited  interim  consolidated financial statements of
American  Technical  Ceramics  Corp. and subsidiaries (the "Registrant") reflect
all  adjustments  (consisting  of  normal  recurring accruals) which are, in the
opinion  of  management,  necessary  for a fair presentation of its consolidated
financial position as of December 31, 2002 and the results of its operations for
the  three  and  six  month  periods  ended  December  31,  2002 and 2001. These
consolidated financial statements should be read in conjunction with the summary
of  significant  accounting  policies  and  notes  to  consolidated  financial
statements  included  in  the  Registrant's  Annual  Report on Form 10-K for the
fiscal  year  ended  June  30, 2002. Results for the three and six month periods
ended December 31, 2002 are not necessarily indicative of results which could be
expected  for  the  entire  year.

(2)  IMPACT  OF  NEW  ACCOUNTING  STANDARDS:

     In  June 2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 146, "Accounting for Costs Associated with
Exit  or  Disposal  Activities" ("SFAS No. 146"), which is effective for exit or
disposal  activities  initiated after December 31, 2002. SFAS No. 146 applies to
costs associated with an exit activity, including restructuring costs. Companies
will  record  a  liability  for  exit  or  disposal activity as such amounts are
incurred  and  can be measured at fair value. The Registrant does not expect the
adoption  of  SFAS No. 146 to have a material impact on its consolidated results
of  operations  or  financial  position.

     In December 2002, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  148,  "Accounting  for  Stock  Based
Compensation  -  Transition  and Disclosure - an amendment of FASB Statement No.
123"  ("SFAS  No.  148"), which provides alternative methods of transition for a
voluntary  change  to  the fair value based method of accounting for stock based
employee  compensation.  In  addition,  SFAS  No.  148  amends  the  disclosure
requirements  of  FASB Statement 123 to require more prominent and more frequent
disclosures  in  financial  statements  about  the  effects  of  stock-based
compensation.  SFAS  No.  148  is  effective for interim periods beginning after
December  15,  2002  and  for annual periods ending after December 15, 2002. The
Registrant  plans  to  continue  to  apply  the  intrinsic value-based method to
account  for  stock options and will comply with the new disclosure requirements
beginning  with  the  third  quarter  of  fiscal  year  2003.

     In December 2002, the Registrant adopted the Financial Accounting Standards
Board  issued  Statement  of  Financial  Interpretation  No.  45,  "Guarantor's
Accounting  and  Disclosure  Requirements  of  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others" ("FIN No. 45"). Fin No. 45 provides the
interpretation  of  FASB Statements No. 5, 57 and 107 and the rescission of FASB
Interpretation  No.  34. The implementation of this accounting pronouncement did
not  have  any  effect  on  the  Registrant's  results  of operations, financial
position  or  cash  flows.

     Although  the  Registrant does not explicitly warranty its products, return
of  defective  product  is  generally  accepted.  The  Registrant  provides  for
estimated  sales  returns when the underlying sale is made. Product returns have
not  historically  been  significant.


                                        5
<PAGE>
               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


(3)  SUPPLEMENTAL  CASH  FLOW  INFORMATION:

     During  the six months ended December 31, 2002, the Registrant (i) granted,
on  July  1,  2002,  $16 in deferred compensation stock awards that vest ratably
throughout  fiscal  year 2003, and (ii) adjusted a capital lease relating to its
Jacksonville, Florida facility to reflect certain additions to the facility. The
adjustment increased both fixed assets and the related long-term debt by $1,437.
See  Note  (7).

     During  the  six  months ended December 31, 2002, the Registrant recorded a
pretax  charge of $391 relating to the disposal of certain assets no longer used
in  its  manufacturing  process.

(4)  INVENTORIES:

     Inventories  included in the accompanying consolidated financial statements
consist  of  the  following:

                                   December 31,    June 30,
                                      2002           2002
                                   ------------   -----------
                                   (unaudited)
                Raw materials      $    6,899     $    7,753
                Work-in-process         4,420          3,968
                Finished goods          3,739          3,696
                                   ------------   -----------
                                   $   15,058     $   15,417
                                   ============   ===========

(5)  EARNINGS  PER  SHARE:

     The  following  represents  a  reconciliation  of  the  numerators  and
denominators  of  the  basic  and  diluted  earnings  per  share  computation.

<TABLE>
<CAPTION>
                                                  For the Three Months Ended December 31,

                                                 2002                                 2001
                                                 ====                                 ====

                                  (Loss)/                                (Loss)/
                                   Income        Shares     Per-Share    Income         Shares     Per-Share
                                (Numerator)  (Denominator)   Amount    (Numerator)  (Denominator)   Amount
                                -----------  -------------  ---------  -----------  -------------  ---------
<S>                             <C>          <C>            <C>        <C>          <C>            <C>
Basic EPS                       $     (330)          8,073  $  (.04)   $  (1,038)          8,047  $    (.13)
                                                            =========                              =========
Effect of Dilutive Securities:
  Stock options                        ---             ---                    ---             ---
  Deferred compensation
     stock awards                      ---             ---                    ---             ---

                                -----------  -------------  ---------  -----------  -------------  ---------
Diluted EPS                     $     (330)          8,073  $  (.04)   $  (1,038)          8,047  $    (.13)
                                ===========  =============  =========  ===========  =============  =========
</TABLE>


                                        6
<PAGE>
               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(5)  EARNINGS  PER  SHARE  (CONTINUED):


<TABLE>
<CAPTION>
                                                    For the Six Months Ended December 31,

                                                  2002                                 2001
                                                  ----                                 ----
                                                                         (Loss)/
                                  Income         Shares      Per-Share   Income        Shares       Per-Share
                                (Numerator)   (Denominator)   Amount    (Numerator)  (Denominator)   Amount
                                ------------  -------------  ---------  -----------  -------------  ---------
<S>                             <C>           <C>            <C>        <C>          <C>            <C>
Basic EPS                       $          8          8,072  $    0.00  $     (740)          8,038  $  (0.09)
                                                             =========                              =========

Effect of Dilutive Securities:
  Stock options                          ---            145                    ---             ---
  Deferred compensation
     stock awards                        ---              7                    ---             ---

                                ------------  -------------  ---------  -----------  -------------  ---------
Diluted EPS                     $          8          8,224  $    0.00  $     (740)          8,038  $  (0.09)
                                ============  =============  =========  ===========  =============  =========
</TABLE>

     Options covering 665 and 1,300 shares, respectively, have been omitted from
the calculation of dilutive EPS for the three months ended December 31, 2002 and
2001,  respectively,  because  their  inclusion  would  have  been antidilutive.

(6)  COMPREHENSIVE  INCOME/(LOSS):

     The  Registrant's  comprehensive  income/(loss)  is  as  follows:


<TABLE>
<CAPTION>
                                                    For The Three Months Ended
                                                            December 31,
                                                      2002             2001
                                                 ===============  ==============
<S>                                              <C>              <C>
Net loss                                         $         (330)  $      (1,038)
                                                 ---------------  --------------

Other comprehensive income/(loss):
  Foreign currency translation adjustments                  114              (4)
  Unrealized losses on investments, net of tax               (1)           (138)
                                                 ---------------  --------------

Other comprehensive income/(loss)                           113            (142)
                                                 ---------------  --------------

Comprehensive loss                               $         (217)  $      (1,180)
                                                 ===============  ==============
</TABLE>

<TABLE>
<CAPTION>
                                                     For The Six Months Ended
                                                            December 31,
                                                      2002             2001
                                                 ===============  ==============
<S>                                              <C>              <C>
Net income/(loss)                                $            8   $        (740)
                                                 ---------------  --------------

Other comprehensive income/(loss)
  Foreign currency translation adjustments                   98              67
  Unrealized loss on investments, net of tax                ---             (30)
                                                 ---------------  --------------

Other comprehensive income                                   98              37
                                                 ---------------  --------------

Comprehensive income/(loss)                      $          106   $        (703)
                                                 ===============  ==============
</TABLE>


                                        7
<PAGE>
               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(7)  INDEBTEDNESS:

     Prior  to August 2002, the Registrant maintained two credit facilities with
Bank  of  America,  N.A.,  a revolving line of credit and an equipment facility.
Each of these facilities was subject to certain financial covenants, including a
requirement  to maintain a certain level of annualized earnings before interest,
taxes,  depreciation  and  amortization  (EBITDA)  to  current  debt plus annual
interest  payments.  As  of  June  30,  2002,  due to the losses incurred by the
Registrant  during  fiscal  year 2002, the Registrant was not in compliance with
this  covenant.  The  Registrant  held  discussions  with  Bank of America, N.A.
concerning possible amendments to the terms of the facilities which proved to be
unsuccessful. Accordingly, in August 2002, the Registrant repaid the outstanding
balance  under  the  equipment  facility  and  terminated  both  facilities.

     The  Registrant  leases  a  facility  in  Jacksonville,  Florida  from  a
partnership  controlled  by  the Registrant's President, Chief Executive Officer
and  principal stockholder under a capital lease. The rental payments under this
lease  have  been  adjusted  several  times, most recently as of September 2002,
primarily  to  reflect  fair  market  rental  adjustments as a result of certain
additions or improvements to the facility as required by the terms of the lease.
Each  such  adjustment  has been based upon an independent appraisal of the fair
market  rental  of  the facility giving effect to the addition or improvement at
issue.  Effective  September  1,  2002,  the  Registrant  is  obligated  to  pay
approximately  $720  per annum under this lease, an increase from $461 per annum
during fiscal year 2002. The payments due over the remaining eight years of this
capital  lease,  including  the portion related to interest, total approximately
$5,573.

(8)  STOCK  BASED  COMPENSATION:

     On January 16, 2002, the Registrant filed a Schedule TO with the Securities
and  Exchange Commission, and commenced an offer to exchange outstanding options
under  its  existing  stock  option  plans having an exercise price per share of
$19.50  or  more  for  new  options. The offer expired on February 13, 2002. The
Registrant  accepted for exchange options to purchase an aggregate of 432 shares
of  Common  Stock.  On August 15, 2002, the Registrant issued 407 new options in
exchange  for  the  options  tendered and accepted for exchange. The new options
were  issued at the closing price of the Registrant's Common Stock on August 15,
2002,  which  was  $2.35  per  share.


                                        8
<PAGE>
ITEM  2.       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                       CONDITION  AND  RESULTS  OF  OPERATIONS
                        (In thousands, except per share data)

     The  following  discussion  and analysis should be read in conjunction with
the  consolidated  financial  statements,  related  notes  and other information
included  in  this  Quarterly  Report  on  Form  10-Q.

     Statements  in  this  Quarterly Report on Form 10-Q that are not historical
fact  may  constitute  "forward-looking  statements"  within  the meaning of the
Private  Securities  Litigation  Reform  Act of 1995.   All such forward-looking
statements  are  subject  to risks and uncertainties, including, but not limited
to,  market and economic conditions, the impact of competitive products, product
demand  and  market  acceptance  risks,  changes  in  product  mix,  costs  and
availability  of  raw  materials,  fluctuations  in operating results, delays in
development  of  highly  complex  products,  risks associated with international
sales  and  sales to the U.S. military, risk of customer contract or sales order
cancellations  and  other  risks  detailed from time to time in the Registrant's
filings  with  the  Securities  and  Exchange  Commission,  including,  without
limitation,  those  contained  under  the caption "Item 1. BUSINESS - CAUTIONARY
STATEMENTS  REGARDING  FORWARD  - LOOKING STATEMENTS" in the Registrant's Annual
Report on Form 10-K. These risks could cause the Registrant's actual results for
future  periods to differ materially from those expressed in any forward-looking
statements  made  by,  or  on  behalf  of,  the Registrant.  Any forward-looking
statement  represents  the Registrant's expectations or forecasts only as of the
date  it was made and should not be relied upon as representing its expectations
or forecasts as of any subsequent date.  The Registrant undertakes no obligation
to  correct  or update any forward-looking statement, whether as a result of new
information,  future  events or otherwise, even if its expectations or forecasts
change.

Overview
--------

     The Registrant experienced a loss in the second quarter of fiscal year 2003
following  the  first  profitable  quarter in a year, demonstrating the volatile
nature  of  the  electronic  components industry. Sales declined compared to the
first quarter of this fiscal year, due in part to the annual shutdown at the end
of  December  resulting  in  a  quarter  with  one  less working week. Operating
expenses  declined  for the same reason, albeit at a lower rate due to the fixed
nature  of  certain  expenses.

     Despite  lower  sales  levels,  net  results  for  the three and six months
improved  from  the  comparable  periods  in  the  prior fiscal year due to cost
reduction  and  control  measures  put  in  place  during the prior fiscal year.
Additionally,  inventory  has  stabilized  at levels appropriate for the current
business  environment.  As a result, there have been no write-downs of inventory
to  net  realizable  value  in  the  current  fiscal year as had occurred in the
comparable  periods  in  the  prior  fiscal year.  These benefits were partially
offset  by a pretax charge of $362 relating to the disposal of certain assets no
longer  used  in  the  Registrant's  manufacturing  process.

     The  trend  of  increased  bookings  continued during the second quarter of
fiscal year 2003 due to strong orders from the military market.  Although orders
placed  in  recent  quarters  generally have required short delivery lead times,
certain orders placed in the second quarter are expected to be delivered several
quarters  in  the  future.

     The  Registrant  continues  to  add  resources  selectively  where  it sees
opportunities  for  current  or  future  growth.


                                        9
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

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

Three Months Ended December 31, 2002 Compared with Three Months Ended December
------------------------------------------------------------------------------
31, 2001
---------

     Net  sales  for  the  three  months  ended  December 31, 2002 were $11,561,
essentially  level  compared to the $11,582 recorded in the comparable period in
the  prior  fiscal  year.

     Gross  margin for the three months ended December 31, 2002 was 29.7% of net
sales,  compared  to  20.2%  for the comparable period in the prior fiscal year.
The  increase  in  gross  margin was principally due to the absence of inventory
write-downs  to  net  realizable value as occurred in the comparable period last
year.  Cost  of  sales  for  the  three  months  ended  December  31,  2001 were
negatively  impacted  by  a  charge  of  $830 to reduce certain inventory to net
realizable  value.  The  Registrant believes that its inventory is now at levels
appropriate  for  the  current  business  environment.

     Selling,  general  and  administrative  expenses for the three months ended
December  31, 2002 decreased 10% to $2,813, compared to $3,135 in the comparable
period in the prior fiscal year. The decrease was due to decreased bonuses and a
lack  of  expenses  related  to the Registrant's former sales office in England,
which  was  closed  during  the  second  quarter  of  the  prior  fiscal  year.

     Research  and  development expenses for the three months ended December 31,
2002  decreased  20%  to  $664, compared to $833 in the comparable period in the
prior fiscal year. A reduction in research and development spending (in the form
of  reduced  headcount  and discretionary spending) was among the cost reduction
measures  put  into  place  last  fiscal  year.

     The  Registrant  recorded  other expense of $342 for the three months ended
December  31,  2002,  compared to other income of $7 in the comparable period in
the  prior  fiscal  year.  The  other expense for the current three month period
related  primarily  to  a  pretax  charge of $362 due to the disposal of certain
assets  no  longer  used  in  the  Registrant's  manufacturing  process.

     Interest expense for the three months ended December 31, 2002 decreased 20%
to $104, compared to $130 in the comparable period in the prior fiscal year. The
Registrant  retired its bank debt during the first quarter of the current fiscal
year  resulting  in  reduced  interest  expense.

     Interest  Income for the three months ended December 31, 2002 decreased 72%
to  $21,  compared to $76 in the comparable period in the prior fiscal year. The
decrease  was  due  to a lower amount of cash available for investing due to the
retiring of the bank debt, as well as lower prevailing interest rates during the
period.

     Other  income  was  nil during the three months ended December 31, 2002. In
comparison,  during  the  three  months  ended December 31, 2001, the Registrant
recorded  a  gain  on  the  sale  of  investments  of  $109.


                                       10
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                      (In thousands, except per share data)

     Bookings  for  the  three  months  ended  December  31,  2002 were $13,248,
compared to $9,452 for the three months ended December 31, 2001. The increase is
partly  due  to  strong  orders from the military market. Bookings have improved
significantly across all product lines. Delivery times and price are key factors
in  obtaining  orders. The Registrant believes its current levels of inventories
should  enable  it  to  meet  customer  delivery requirements in the time frames
currently  required  by  customers.

     The  backlog  of unfilled orders was $10,814 at December 31, 2002, compared
to  $10,644  at  December 31, 2001 and $9,325 at June 30, 2002.  The increase in
backlog  was  primarily  due  to the increase in orders from the military market
which  the  Registrant expects to ship over the next several quarters.  However,
the  Registrant  anticipates  that, in general, customers will continue to place
orders  with short delivery requirements for the foreseeable future resulting in
backlog  becoming  a  less  important  indicator  of  the Registrant's business.

     As  a result of the foregoing, net loss for the three months ended December
31,  2002 was $330, or ($.04) per common share (($.04) per common share assuming
dilution),  compared  to  net loss of $1,038, or ($.13) per common share (($.13)
per  common  share  assuming  dilution),  for the comparable period in the prior
fiscal  year.

Six Months Ended December 31, 2002 Compared with Six Months Ended December 31,
------------------------------------------------------------------------------
2001
----

     Net  sales  for  the  six  months  ended  December 31, 2002 decreased 6% to
$24,048, compared to  $25,487 in the comparable period in the prior fiscal year.
The  decrease  in  net  sales was primarily the result of decreased sales volume
across all major product lines due to the economic downturn affecting the entire
electronic component industry.  Sales were down in all market sectors except the
medical  equipment  sector.

     Gross  margin  for  the six months ended December 31, 2002 was 31.3% of net
sales,  compared  to  26.3%  for the comparable period in the prior fiscal year.
The  increase  in  gross  margin was principally due to the absence of inventory
write-downs  to  net  realizable value as occurred in the comparable period last
year.  Cost  of sales for the six months ended December 31, 2001 were negatively
impacted  by  a  charge  of $1,427 to reduce certain inventory to net realizable
value.

     Selling,  general  and  administrative  expenses  for  the six months ended
December  31,  2002 decreased 6% to $5,775, compared to $6,155 in the comparable
period  in  the  prior  fiscal  year.  The decrease was due in part to decreased
stock  bonus  accruals  as a result of a lower market price for the Registrant's
Common  Stock and decreased payroll related expenses due to headcount reductions
instituted  in  the first and fourth quarters of fiscal year 2002.  In addition,
during  the  comparable period in the prior fiscal year, the Registrant incurred
severance  costs  of  $203 in connection with headcount reductions in the United
States  and  England,  and  professional  fees  in  connection  with closing the
Registrant's  sales  office  in England during the second quarter of last fiscal
year.  The  effects of these non-recurring costs (plus the costs associated with
operating  the  sales  office  in  England  prior  to  its  closure) were offset
partially  by increased professional fees and expenses incurred during the first
six  months  of  the  current  fiscal  year related to opening a sales office in
China.


                                       11
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                      (In thousands, except per share data)

     Research  and  development  expenses  for the six months ended December 31,
2002 decreased 21% to $1,333, compared to $1,685 in the comparable period in the
prior fiscal year.  The decrease in research and development spending was due to
the  cost  reduction  measures  referred  to above, partially offset by a pretax
charge of $29 relating to the disposal of certain internally designed equipment.

     The  Registrant  recorded  other  expense  of $291 for the six months ended
December  31,  2002, compared to other income of $53 in the comparable period in
the  prior  fiscal  year.  The  other  expense  for the current six month period
related  primarily  to  a  pretax  charge of $362 due to the disposal of certain
assets  no  longer  used  in  the  Registrant's  manufacturing  process.

     Interest  expense  for the six months ended December 31, 2002 decreased 40%
to  $164,  compared  to  $273 in the comparable period in the prior fiscal year.
The  Registrant  retired  its  bank debt during the first quarter of the current
fiscal  year  resulting  in  reduced  interest  expense.

     Interest income for the six months ended December 31, 2002 decreased 57% to
$58,  compared  to  $136  in the comparable period in the prior fiscal year. The
decrease  was  due  to a lower amount of cash available for investing due to the
retiring of the bank debt, as well as lower prevailing interest rates during the
period.

     Other  income  was  nil  for  the  six  months ended December 31, 2002.  In
comparison,  during  the  six  months  ended  December  31, 2001, the Registrant
recorded  a  gain  on  the  sale  of  investments  of  $109.

     The  Registrant was at breakeven for the six months ended December 31, 2002
despite  lower  sales than the comparable period last fiscal year, primarily due
to  the  cost  reduction  measures employed by the Registrant and the absence of
inventory  write-downs  to  net  realizable  value as occurred in the comparable
period  last  year.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     The  Registrant's financial position at December 31, 2002 remains strong as
evidenced  by  working  capital of $30,601, and stockholders' equity of $52,320.
The  Registrant's  current  ratio  at December 31, 2002 was 7.8:1, compared to a
current  ratio  of  4.4:1  at  June  30,  2002.  The Registrant's quick ratio at
December 31, 2002 was 3.3:1, compared to 2.0:1 at June 30, 2002. The improvement
in  the  Registrant's  current  and quick ratios was primarily due to the use of
available  cash  to  pay  off  bank  debt  (all of which was recorded as current
liabilities  at  June  30,  2002).

     Cash,  cash  equivalents  and  investments  decreased  by $889 to $9,265 at
December  31,  2002  from  $10,154  at  June  30, 2002, primarily as a result of
retiring  bank debt, offset partially by positive operating cash flows in excess
of  capital  expenditures.  Accounts  receivable  decreased by $695 to $5,633 at
December  31,  2002  from  $6,328  at  June  30, 2002, due to lower sales in the
quarter  ended  December  31,  2002. Inventories decreased by $359 to $15,058 at
December  31,  2002  from $15,417 at June 30, 2002. Accounts payable and accrued
expenses increased by $16 to $4,112 at December 31, 2002 from $4,096 at June 30,
2002.


                                       12
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                      (In thousands, except per share data)

     The  Registrant  leases  a  facility  in  Jacksonville,  Florida  from  a
partnership  controlled  by  the Registrant's President, Chief Executive Officer
and  principal stockholder under a capital lease. The rental payments under this
lease  have  been  adjusted  several  times, most recently as of September 2002,
primarily  to  reflect  fair  market  rental  adjustments as a result of certain
additions or improvements to the facility as required by the terms of the lease.
Each  such  adjustment  has been based upon an independent appraisal of the fair
market  rental  of  the facility giving effect to the addition or improvement at
issue.  Effective  September  1,  2002,  the  Registrant  is  obligated  to  pay
approximately  $720  per annum under this lease, an increase from $461 per annum
during fiscal year 2002. The payments due over the remaining eight years of this
capital  lease,  including  the portion related to interest, total approximately
$5,573.

     Capital  expenditures  for  the  six months ended December 31, 2002 totaled
$674,  including  expenditures for machinery and equipment and planned leasehold
improvements, but excluding the adjustment to the capital lease discussed above.
The  Registrant  intends  to  use  cash  on  hand  to  finance  budgeted capital
expenditures  of  approximately  $1,400  for  the remainder of fiscal year 2003,
primarily  for  equipment  acquisitions.

Aggregate contractual obligations as of December 31, 2002 mature as follows:



<TABLE>
<CAPTION>
                                   Payments Due by Period (in 000's)
                               -----------------------------------------
                                        Less
                                       than 1    1- 3    4- 5   After 5
Contractual Obligations        Total    year    years   years    years
-----------------------------  ------  -------  ------  ------  --------
<S>                            <C>     <C>      <C>     <C>     <C>

Bank Debt                      $  ---  $   ---  $  ---  $  ---  $    ---

Capital Lease Obligations       3,852      362   1,267   1,078     1,145

Operating Leases                2,471      519   1,234     718       ---
                               ------  -------  ------  ------  --------

Total Contractual Obligations  $6,323  $   881  $2,501  $1,796  $  1,145
                               ======  =======  ======  ======  ========
</TABLE>

     As  described  previously,  in  August  2002,  the  Registrant  repaid  the
outstanding  balance  of  its  equipment  line  from  Bank  of  America,  N.A.
Accordingly,  the Registrant currently has no outstanding long-term bank debt or
available  committed  lines  of  credit.

     The  Registrant  routinely  enters  into  binding  and non-binding purchase
obligations  in  the ordinary course of business, primarily covering anticipated
purchases  of  inventory and equipment. The terms of these commitments generally
do  not  extend  beyond  six  months. None of these obligations are individually
significant.  The  Registrant  does  not  expect  that  these  commitments  will
materially  adversely  affect  its  liquidity  in  the  foreseeable  future.


                                       13
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                      (In thousands, except per share data)


CRITICAL  ACCOUNTING  POLICIES
------------------------------

     The  Securities  and  Exchange  Commission  (the  "SEC")  recently  issued
disclosure  guidance  for  "critical  accounting  policies."  The  SEC  defines
"critical  accounting  policies"  as  those  that  require  the  application  of
management's  most difficult, subjective or complex judgments, often as a result
of  the  need  to make estimates about the effect of matters that are inherently
uncertain  and  may  change in subsequent periods.  The Registrant's significant
accounting  policies  are  described  in  Note  1  to its consolidated financial
statements contained in its Annual Report on Form 10-K for the fiscal year ended
June  30,  2002.  The Registrant believes that the following accounting policies
require  the  application  of management's most difficult, subjective or complex
judgments:

Allowances  for  Doubtful  Accounts  Receivable
-----------------------------------------------

     The  Registrant  performs  ongoing  credit evaluations of its customers and
adjusts  credit  limits  based  upon  payment  history  and  customer's  current
creditworthiness,  as  determined by its review of the customer's current credit
information.  The Registrant continuously monitors collections and payments from
its  customers and maintains an allowance for estimated credit losses based upon
its  historical  experience and any specific customer collection issues that the
Registrant  has  identified.  While  such  credit  losses have historically been
within  the  Registrant's  expectations  and  the  allowances  established,  the
Registrant can not guarantee that it will continue to experience the same credit
loss  rates  that  it  has  in  the  past.  Should the financial position of its
customers deteriorate resulting in an impairment of their ability to pay amounts
due,  the Registrant's revised estimate of such losses may negatively impact the
Registrant's  operating  results  in  the  future.

Sales  Returns  and  Allowances
-------------------------------

     In  the  ordinary  course  of  business,  the Registrant accepts returns of
products  sold  for  various  reasons  and grants sales allowances to customers.
While  the  Registrant engages in extensive product quality control programs and
processes,  its  level  of sales returns is affected by, among other things, the
quality  of  its manufacturing processes.  The Registrant maintains an allowance
for  sales  returns  and allowances based upon historical returns and allowances
granted.  While  such  returns  and allowances have historically been within the
Registrant's  expectations,  actual return and allowance rates in the future may
differ  from  current  estimates,  which  could  negatively impact its operating
results  in  the  future.

Inventory  Valuation
--------------------

     The  Registrant  values inventory at the lower of aggregate cost (First-in,
First-out)  or  market  for its finished product.  When the cost of inventory is
determined  by  management  to  be  in  excess of its market value, inventory is
written  down  to  its  estimated  net  realizable  value.  This  requires  the
Registrant to make estimates and assumptions about several factors (e.g., future
sales  quantities  and selling prices, and percentage complete and failure rates
for  work  in  process) based upon historical experience and its projections for
future  periods.  Changes  in  factors  such as the level of order bookings, the
product mix of order bookings and the Registrant's manufacturing processes could
have  a  material  impact  on  the Registrant's assessment of the net realizable
value  of  inventory  in  the  future.


                                       14
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                      (In thousands, except per share data)


Valuation  of  Deferred  Tax  Assets
------------------------------------

     The  Registrant  regularly  evaluates  its  ability to recover the reported
amount  of  its deferred income taxes considering several factors, including its
estimate  of  the  likelihood  of  the  Registrant generating sufficient taxable
income  in  future  years  during  the  period  over which temporary differences
reverse.  Presently,  the  Registrant  believes  that it is more likely than not
that  it will realize the benefits of its deferred tax assets based primarily on
its  history  of  and  projections  for  taxable  income  in the future, and its
intention to carry back net operating losses to generate refunds of income taxes
previously  paid.  In the event that actual results differ from its estimates or
the  Registrant  adjusts  these  estimates in future periods, the Registrant may
need to establish a valuation allowance against a portion or all of its deferred
tax  assets,  which could materially impact its financial position or results of
operations  in  future  periods.

Valuation  of  Long-lived  and  Intangible  Assets
--------------------------------------------------

     The  Registrant  assesses  the recoverability of long-lived assets whenever
the  Registrant determines that events or changes in circumstances indicate that
the  carrying  amount may not be recoverable.  Its assessment is primarily based
upon  its usefulness in the manufacturing process or its estimate of future cash
flows  associated  with these assets.  The Registrant believes that the carrying
amount  of its long-lived assets are recoverable.  However, should its operating
results deteriorate, or anticipated new product launches not occur or not attain
the  commercial  acceptance  that the Registrant anticipates, the Registrant may
determine  that  some  portion  of  its  long-lived  assets  are impaired.  Such
determination  could  result in non-cash charges to income that could materially
affect  its  financial  position  or  results  of  operations  for  that period.

IMPACT  OF  NEW  ACCOUNTING  STANDARDS
--------------------------------------

     In  June 2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 146, "Accounting for Costs Associated with
Exit  or  Disposal  Activities" ("SFAS No. 146"), which is effective for exit or
disposal  activities initiated after December 31, 2002.  SFAS No. 146 applies to
costs  associated  with  an  exit  activity,  including  restructuring  costs.
Companies  will record a liability for exit or disposal activity as such amounts
are  incurred and can be measured at fair value.  The Registrant does not expect
the  adoption  of  SFAS  No.  146  to have a material impact on its consolidated
results  of  operations  or  financial  position.


                                       15
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                      (In thousands, except per share data)

     In December 2002, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  148,  "Accounting  for  Stock  Based
Compensation  -  Transition  and Disclosure - an amendment of FASB Statement No.
123"  ("SFAS  No.  148"), which provides alternative methods of transition for a
voluntary  change  to  the fair value based method of accounting for stock-based
employee  compensation.  In  addition,  SFAS  No.  148  amends  the  disclosure
requirements  of  FASB Statement 123 to require more prominent and more frequent
disclosures  in  financial  statements  about  the  effects  of  stock-based
compensation.  SFAS  No.  148  is  effective for interim periods beginning after
December  15,  2002  and for annual periods ending after December 15, 2002.  The
Registrant  plans  to  continue  to  apply  the  intrinsic value-based method to
account  for  stock options and will comply with the new disclosure requirements
beginning  with  the  third  quarter  of  fiscal  year  2003.

     In December 2002, the Registrant adopted the Financial Accounting Standards
Board  issued  Statement  of  Financial  Interpretation  No.  45,  "Guarantor's
Accounting  and  Disclosure  Requirements  of  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness of Others" ("FIN No. 45").  Fin No. 45 provides the
interpretation  of  FASB Statements No. 5, 57 and 107 and the rescission of FASB
Interpretation  No. 34.  The implementation of this accounting pronouncement did
not  have  any  effect  on  the  Registrant's  results  of operations, financial
position  or  cash  flows.



ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Registrant  has  identified two market risks relative to its business:
foreign  currency  exchange  rate risk and commodity price risk.  The Registrant
has  managed  its  market  risk  exposures  in order to minimize their potential
impact  on  its  consolidated  financial  condition  and  results of operations.
Specifically:

  a) Foreign  currency  exchange  rate  risk. With the exception of sales by the
     ----------------------------------------
     Registrant's  wholly-owned  subsidiary  in Sweden (which are denominated in
     Krona), all transactions are, or are anticipated to be, denominated in U.S.
     Dollars.  The  Registrant  has  not experienced any significant impact from
     exchange  rate  fluctuation  in  the  past,  and  does  not  anticipate  a
     significant  impact  due  to  exchange  rate fluctuation in the foreseeable
     future.

  b) Commodity price risk. Following substantial reductions in the price of
     ---------------------
     palladium, prices for this precious metal, which is used in the manufacture
     of  the  Registrant's  capacitors, have stabilized. The Registrant believes
     that,  based  upon  its  current  levels  of  production and inventories of
     palladium,  it will need to buy additional quantities of palladium later in
     the  fiscal  year at prevailing market prices. The Registrant believes that
     the price of palladium will remain stable in the near term due to the lower
     demand  coming  from  the  electronics  industry.

                                       16
<PAGE>

     The  Registrant  had identified two other market risks in its Annual Report
on  Form  10-K  for  the fiscal year ended June 30, 2002: interest rate risk and
security  price  risk.  During  the  quarter  ended  September  30,  2002,  the
Registrant  repaid  all  of  its  outstanding bank debt.  See Note 7 to Notes to
Unaudited  Consolidated  Financial  Statements  and "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of Operations -- Liquidity and
Capital  Resources."  Consequently, at the present time, the Registrant does not
consider  interest  rate  risk to be a market risk relative to its business.  In
addition,  all of the securities currently held by the Registrant for investment
are  government  securities with maturities of less than one year.  Accordingly,
at  the present time, the Registrant does not consider security price risk to be
a  market  risk  relative  to  its  business.

ITEM 4.  CONTROLS  AND  PROCEDURES

Evaluation  of  Disclosure  Controls  and  Procedures
-----------------------------------------------------

     In  response  to  the  requirements  of the Sarbanes-Oxley Act of 2002, the
Registrant  reviewed  and  modified its "disclosure controls and procedures" (as
defined  in  Securities  Exchange  Act  of 1934 Rules 13a-14(c) and 15(d)-4(c)).
Within  90  days  prior  to the date of this report (the "Evaluation Date"), the
Registrant's  President  and  Chief  Executive  Officer  and  Vice  President,
Controller  carried  out  an evaluation of the effectiveness of these disclosure
controls  and  procedures.  Based  on  that evaluation, these officers concluded
that,  as  of  the  Evaluation  Date,  the  Registrant's disclosure controls and
procedures  were  adequate  and  designed  to  ensure  that material information
relating  to the Registrant and the Registrant's consolidated subsidiaries would
be  made  known  to  them  by  others  within  those  entities.

Changes  in  Internal  Controls
-------------------------------

     Subsequent to the Evaluation Date, there were no significant changes in the
Registrant's  internal  controls,  or  to  the  Registrant's knowledge, in other
factors  that  could  significantly  affect  these  controls.

                          PART II - OTHER INFORMATION

ITEMS 1. THROUGH 3.         Not  Applicable
                            ---------------


                                       17
<PAGE>
ITEM  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
             -----------------------------------------------------------

     At  the  Registrant's  Annual  Meeting of Stockholders held on November 21,
2002  (the  "Annual  Meeting"),  the  stockholders elected the individuals named
below  as  directors  for  one-year  terms.  Votes  were  cast  as  follows:

                                   For             Withheld
                              ---------------    -------------
       Victor Insetta            7,659,954          61,255
       Dov S. Bacharach          7,649,954          71,255
       Chester E. Spence         7,649,954          71,255
       O. Julian Garrard III     7,649,954          71,255
       Stuart P. Litt            7,694,954          26,255
       Thomas J. Volpe           7,659,954          61,255

     The  stockholders  also  ratified  the  appointment  of  KPMG  LLP  as  the
independent  public accountants to audit the Registrant's consolidated financial
statements  for  the fiscal year ending June 30, 2003.  The holders of 7,683,184
shares  of  Common  Stock  voted to ratify the appointment, 22,205 voted against
ratification  and  the  holders  of 15,820 shares of Common Stock abstained from
voting  on  the  issue.

ITEM  5.                            Not  Applicable
                                    ---------------


ITEM  6.               Exhibits  and  Reports  on  Form  8-K
                       -------------------------------------

(a)                    Exhibits
                       --------

     Unless  otherwise  indicated,  the following exhibits were filed as part of
the  Registrant's  Registration  Statement  on  Form  S-18 (No. 2-96925-NY) (the
"Registration  Statement")  and are incorporated herein by reference to the same
exhibit  thereto:


EXHIBIT  NO.   DESCRIPTION
------------   -----------

3(a)(i)    -   Certificate  of  Incorporation  of  the  Registrant.

3(a)(ii)   -   Amendment  to  Certificate  of  Incorporation.  (1)

3(b)(i)    -   By-laws  of  the  Registrant.

9(a)(i)    -   Restated  Shareholders'  Agreement,  dated  April 15, 1985, among
               Victor  Insetta,  Joseph  Mezey,  Joseph  Colandrea  and  the
               Registrant.

10(b)      -   Lease,  dated  September 1, 2002, between Stepar Leasing, LLC and
               the  Registrant  for  premises  at  15  Stepar  Place, Huntington
               Station,  N.Y.  (12)

10(c)(i)   -   Form of 1985 Employee Stock Sale Agreement between the Registrant
               and  various  employees.


                                       18
<PAGE>
10(c)(ii)  -   Form of Employee Stock Bonus Agreement, dated as of July 1, 1993,
               between  the  Registrant  and  various  employees.  (2)

10(c)(iii) -   Form  of  Employee  Stock  Bonus Agreement, dated as of April 19,
               1994,  between  the  Registrant  and  various  employees.  (2)

10(c)(iv)  -   Form  of  Employee  Stock  Bonus Agreement, dated as of April 20,
               1995,  between  the  Registrant  and  various  employees.  (3)

10(e)(i)   -   Second  Amended  and  Restated  Lease,  dated as of May 16, 2000,
               between  V.P.I.  Properties  Associates,  d/b/a V.P.I. Properties
               Associates, Ltd., and American Technical Ceramics (Florida), Inc.
               (7)

 10(f)     -   Purchase Agreement, dated May 31, 1989, by and among Diane LaFond
               Insetta  and/or Victor D. Insetta, as custodians for Danielle and
               Jonathan  Insetta,  and  American  Technical  Ceramics Corp., and
               amendment  thereto,  dated  July  31,  1989.  (3)

10(g)(iii) -   Profit  Bonus  Plan,  dated April 19, 1995, and effective for the
               fiscal  years  beginning  July  1,  1994.  (3)

10(g)(iv)  -   Employment Agreement, dated April 3, 1985, between the Registrant
               and  Victor  Insetta, and Amendments No. 1 through 4 thereto. (1)

10(g)(v)   -   Amendment  No.  5,  dated as of September 11, 1998, to Employment
               Agreement  between  the  Registrant  and  Victor  Insetta.  (5)

10(g)(vi)  -   Managers Profit Bonus Plan, dated December 7, 1999, and effective
               January  1,  2000.  (6)

10(h)      -   Employment  Agreement,  dated  September  1,  2000,  between  the
               Registrant  and  Richard  Monsorno.  (8)

10(k)      -   Consulting  Agreement, dated October 2000, between the Registrant
               and  Stuart  P.  Litt.  (8)

10(m)(i)   -   American  Technical  Ceramics  Corp.  1997 Stock Option Plan. (4)

10(m)(ii)  -   American  Technical Ceramics Corp. 2000 Incentive Stock Plan. (6)

10(p)      -   Second  Amended  and  Restated  Employment Agreement, dated as of
               December  31,  2001,  between the Registrant and Judah Wolf. (10)

10(r)      -   Employment  Agreement,  dated  April  10,  2001,  between  the
               Registrant  and  David  Ott.  (9)

10(r)(i)   -   Amendment  to  Employment Agreement, dated as of January 1, 2001,
               between  the  Registrant  and  David  Ott.  (10)

21         -   Subsidiaries  of  the  Registrant.  (11)


                                       19
<PAGE>

1.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1993.

2.   Incorporated  by reference to the Registrant's Annual Report on Form 10-KSB
     for  the  fiscal  year  ended  June  30,  1994.

3.   Incorporated  by reference to the Registrant's Annual Report on Form 10-KSB
     for  the  fiscal  year  ended  June  30,  1995.

4.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1997.

5.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  1998.

6.   Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  2000.

7.   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  September  30,  2000.

8.   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  December  31,  2000.

9.   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  March  31,  2001.

10.  Incorporated  by  reference  to  the  Registrant's Quarterly Report on Form
     10-Q/A  for  the  quarterly  period  ended  March  31,  2002.

11.  Incorporated  by  reference  to the Registrant's Annual Report on Form 10-K
     for  the  fiscal  year  ended  June  30,  2002.

12.  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for  the  quarterly  period  ended  September  30,  2002.

(b)                              REPORTS  ON  FORM  8-K
                                 ----------------------

     On  November  13,  2002,  the  Registrant  furnished  a  report on Form 8-K
together  with  the  Registrant's  Quarterly Report on Form 10-Q for the quarter
ended  September  30,  2002.  The report on Form 8-K contained the certification
required  by  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


                                       20
<PAGE>
                                   SIGNATURES




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 in
the  capacities  and  on  the  dates  indicated:



                        AMERICAN TECHNICAL CERAMICS CORP.
                                  (Registrant)


     DATE:     February  13,  2002             BY:     /s/ VICTOR INSETTA
                                                       ------------------
                                                        Victor  Insetta
                                                    President  and  Director
                                                 (Principal  Executive  Officer)




     DATE:     February  13,  2002             BY:     /s/ ANDREW R. PERZ
                                                       ------------------
                                                        Andrew  R.  Perz
                                                  Vice  President,  Controller
                                                (Principal  Accounting  Officer)


                                       21
<PAGE>

I,  Victor  Insetta,  certify  that:

1.   I  have  reviewed  this quarterly report on Form 10-Q of American Technical
     Ceramics  Corp.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  Registrant  as  of,  and for, the periods presented in this
     quarterly  report.

4.   The  Registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  Registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee of the Registrant's board of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's  auditors  any material weakness in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

6.   The  Registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Dated:  February  13,  2002                   /s/  VICTOR  INSETTA
                                                   --------------------
                                           President and Chief Executive Officer
                                              (Principal  Executive  Officer)


                                       22
<PAGE>

I,  Andrew  R.  Perz,  certify  that:

1.   I  have  reviewed  this quarterly report on Form 10-Q of American Technical
     Ceramics  Corp.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  Registrant  as  of,  and for, the periods presented in this
     quarterly  report.

4.   The  Registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  Registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee of the Registrant's board of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's  auditors  any material weakness in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

6.   The  Registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Dated:  February  13,  2002                    /s/  ANDREW  R. PERZ
                                                    --------------------
                                                 Vice  President, Controller
                                                (Principal Accounting Officer)


                                       23
<PAGE>