SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

                  For the fiscal year ended December 31, 2001

                         Commission File Number 1-8250

                     WELLS-GARDNER ELECTRONICS CORPORATION
             (Exact name of registrant as specified in its charter)

               ILLINOIS                                36-1944630
   (State or other jurisdiction of                    (IRS Employer
   incorporation or organization)                Identification Number)


                        9500 West 55th Street, Suite A
                         McCook, Illinois 60525-3605
                       (Address of principal executive offices)

      Registrant's telephone number, including area code:  708/290-2100

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

  Common Stock, $1.00 par value               American Stock Exchange
  -----------------------------               -----------------------
       Title of each class                Name of each exchange on which
                                                    registered

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

   Indicate  by check  mark  whether the  registrant  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).  YES  X     NO

   Indicate by  check mark whether  the registrant has  been subject to  such
 filing requirements for the past 90 days.       YES  X     NO

   Indicate by  check mark  if disclosure  of delinquent  filers pursuant  to
 Item 405  of  Regulation  S-K is  not  contained  herein, and  will  not  be
 contained, to the  best of  registrant's knowledge, in  definitive proxy  or
 information statements incorporated by  reference in Part  III of this  Form
 10-K or any amendment to this Form 10-K.  [ ]

   The aggregate market value  of the registrant's voting stock held  by non-
 affiliates of  the  registrant  (assuming  for  the  purposes  hereof,  that
 directors, executive  officers  and  10%  or  greater  stockholders  of  the
 registrant are affiliates of  the registrant), based  upon the closing  sale
 price of the registrant's  Common Stock on March  1, 2002 was  approximately
 $12,188,000.

   The number  of shares of the  registrant's Common Stock outstanding  as of
 March 1, 2002, were approximately 5,276,675.
<PAGE>

                     DOCUMENTS INCORPORATED BY REFERENCE

   Portions of  the Registrant's Annual Report  to Shareholders for the  year
 ended December 31, 2001 are incorporated into Part II of this Report on Form
 10-K  and  filed  as  Exhibit  13  hereto.   Portions  of  the  Registrant's
 Definitive Proxy Statement relating to the Registrant's 2002  Annual Meeting
 of Stockholders to be filed hereafter are incorporated into Part II  of this
 Report on Form 10-K.

   As used in  this Annual Report on Form  10-K, the terms "we,"  "us," "our"
 and "the Company"  mean Wells-Gardner  Electronics Corporation, an  Illinois
 corporation, and its subsidiaries, unless the context indicates a difference
 meaning, and the term "common stock" means our common stock, $1.00 par value
 per share.

                                    PART I
 Item 1.  BUSINESS

 OVERVIEW

 Founded in 1925, Wells-Gardner Electronics Corporation is a  distributor and
 manufacturer of color video monitors and other related distribution products
 for a  variety of  markets including,  but not  limited  to, gaming  machine
 manufacturers, casinos,  coin-operated video  game manufacturers  and  other
 display integrators.  During 2000, the Company formed a 50/50  joint venture
 named Wells-Eastern Asia Displays  ("WEA") to manufacture video  monitors in
 Malaysia. In addition, in January 2000, the Company acquired American Gaming
 & Electronics, Inc. ("AGE").  AGE, a leading parts distributor to the gaming
 markets, sells parts and services to over 500 casinos in North  America with
 offices in Las Vegas,  Nevada; Egg Harbor  Township, New Jersey;  Hollywood,
 Florida and McCook, Illinois.  AGE also sells refurbished gaming machines on
 a global basis as  well as installs and  services some brands of  new gaming
 machines into casinos in North America.  In December 2001, the  Company sold
 the assets of its coin door  division.  Wells-Gardner is publicly  traded on
 the American Stock Exchange under the symbol WGA.


 PRODUCTS

 The Company's  primary business  is the  distribution, design,  manufacture,
 assembly, service and  marketing of electronic  components which consist  of
 video color monitors and  displays, gaming supplies  and components and  the
 bonding of touch  sensors to  video monitors.   Related  video products  and
 accessories accounted for approximately 99 percent of revenue in  2001, 2000
 and 1999.

 The Company offers  a full line  of video monitors,  with CRT sizes  ranging
 from 13" to 39"  with horizontal scan frequencies  from 15kHz to 70kHz.   In
 addition to  providing standardized  products, the  Company also  customizes
 electrical and mechanical  applications to  meet specific customer  require-
 ments and optically bonds touch screen  sensors to the face of  the monitors
 to allow the user of a CRT video monitor to interact with a computer program
 by touching a video screen.

 The Company sells into the following markets:

           Market              2001      2000      1999
           --------------------------------------------
           Gaming               60%       52%       37%
           Amusement            34%       40%       52%
           Other                 6%        8%       11%
                               ------------------------
                Totals         100%      100%      100%
                               ========================

 MANUFACTURING AND ASSEMBLY

 The Company's  production activities  consist  primarily of  wiring  printed
 circuit  boards,  assembling  finished  units  (and  to  a   limited  extent
 subassemblies), aligning,  testing and  optically bonding  touch sensors  in
 both its  Illinois  plant and  in  WEA's plant  in  Malaysia.   The  Company
 manufactures a limited range  of electronic components and  therefore relies
 on outside sources  for the majority  of the other  required components.   A
 limited number of sources are  available for such electronic  components and
 the other raw materials. Two sources  supply the Company with almost  all of
 the chassis  subassemblies  for  its two-dimensional  color  game  monitors.
 Chassis subassemblies  are contracted  off shore,  based  on custom  designs
 developed by the Company. As the Company believes is characteristic of other
 manufacturers in its industry, it has  been confronted with long  lead times
 and cost pressures.


 MARKETING AND SALES

 The Company sells products throughout the world.  A portion of the Company's
 products  are   sold  through   James  Industries,   Inc.   under  a   Sales
 Representation Agreement  (See Item  13. Certain  Relationships and  Related
 Transactions).   James  Industries,  Inc.  is  headquartered  in  Inverness,
 Illinois and uses  the services  of regional  sub-representative agents  and
 firms.  The  Company maintains its  own internal  sales staff primarily  for
 sales of  products not  covered under  the  Sales Representation  Agreement,
 repair and  service  of  its products  and  to  support its  external  sales
 representative organization.

 The Company is licensed on a non-exclusive basis under certain patents owned
 by RCA Corporation, covering  the technical and  electrical design of  color
 display and video monitor chassis.   Fees under these licenses are  based on
 the number of units shipped and amounted to less than 1% of total 2001 reve-
 nue.  Although certain  of these licenses may  expire in the future,  it has
 been the practice of the Company to renew such licenses on substantially the
 same terms. However,  failure of  the Company to  obtain renewal  of any  of
 these licenses  could have  a materially  adverse  effect on  the  Company's
 business, financial condition and results of operations.

 The Company's business is generally not seasonal.

 The Company has no unique or  unusual practices relating to  working capital
 items.

 The Company's largest customer accounted for total revenues of 10%,  21% and
 32% in 2001, 2000 and 1999, respectively.

 The  Company's  2001  year-end  backlog  was  approximately   $8.3  million,
 representing approximately two months sales.  It is the Company's experience
 that well over 90 percent of backlog results in revenue recognition.

 No material portion of the  Company's business is subject  to re-negotiation
 of profits or termination  of contracts or subcontracts  at the election  of
 the Government.

 During  2001,  the  Company  spent  approximately  $1,260,000   for  product
 engineering, research and development costs, compared to $1,344,000  in 2000
 and $1,261,000 in 1999.

 Compliance with federal, state and local provisions which have  been enacted
 or adopted regulating the  discharge of materials  into the environment,  or
 otherwise relating to  the protection  of the environment,  has no  material
 effect upon the capital  expenditures, earnings and competitive  position of
 the Company.

 At December 31, 2001, the Company employed approximately 155 employees.  The
 Company believes its relationship with its employees is satisfactory.

 Export sales were  approximately five  percent of  sales in  2001 and  three
 percent of sales in 2000 and 1999.


 RISK FACTORS RELATED TO OUR BUSINESS AND INDUSTRY

 Our business may be harmed  if we are unable  to renew the licenses  for the
 intellectual property we use in the manufacture of our products.

 A significant portion of our revenues are derived from the sale  of products
 we manufacture using  licensed patents  and/or technology.   If  we fail  to
 renew these licenses on  favorable terms or  at all, we  could be forced  to
 stop  manufacturing  and  distributing  these  products  and  our  financial
 condition could be adversely affected.

 The loss of or  interruption of supply from,  our key suppliers could  limit
 our ability to manufacture our products.

 We purchase certain materials and  components for our products  from various
 suppliers, some of which are  located outside of the  U.S.  Any loss  of, or
 interruption of supply  from our key  suppliers may require  us to find  new
 suppliers.  We could  experience production or  development delays while  we
 seek new suppliers and  could have difficulty  finding new suppliers,  which
 could substantially impair our operating results and business.

 Our growth could be impaired if we  are not able to continue to  develop and
 maintain the success of WEA.

 WEA, the Malaysian joint venture we established in January 2000 with Eastern
 Asia Technology Limited of Singapore, is  an important part of our  plan for
 growth.  We  expect to  produce a  significant amount  of our  manufacturing
 requirements at WEA's  facility in  Malaysia.   Our growth  will depend,  in
 large part, on the success of WEA.  If we are unable to successfully execute
 this strategy, we may not be able to grow as expected.

 Intense competition in  our industry could  impair our  ability to grow  and
 achieve profitability.

 We  may  not  be  able  to  compete  effectively  with  current   or  future
 competitors. The market for  our products and  services is rapidly  evolving
 and intensely competitive. We  expect this competition to  further intensify
 in the future.  Some of  our competitors  are large  companies with  greater
 financial,  marketing  and  product  development  resources  than  ours.  In
 addition, new competitors may enter our key markets.  This may place us at a
 disadvantage  in  responding   to  our   competitors'  pricing   strategies,
 technological advances and other initiatives.

 Our gaming business  is heavily regulated  and we depend  on our ability  to
 obtain/ maintain regulatory approvals.

 The manufacture and distribution of parts for gaming machines are subject to
 extensive federal, state, local and  foreign regulations and taxes,  and the
 governments of the various gaming jurisdictions amend these regulations from
 time to  time.   Virtually  all  of  these jurisdictions  require  licenses,
 permits, documentation  of qualification,  including evidence  of  financial
 stability, and other forms of approval for manufacturers and distributors of
 gaming machines and  for their officers,  directors, major shareholders  and
 key personnel.  The  revocation  or denial  of  a  license in  a  particular
 jurisdiction could  adversely  affect  our ability  to  obtain  or  maintain
 licenses in other jurisdictions.


 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Because we want to provide you with more meaningful and  useful information,
 this annual  report includes  forward-looking  statements that  reflect  our
 current expectations and projections about our future  results, performance,
 prospects and  opportunities.   You can  find many  of  these statements  by
 looking for words such as "may," "will," "expect,"  "anticipate," "believe,"
 "intend,"  "estimate"   and  similar   expressions.  These   forward-looking
 statements are  based  on information  currently  available  to us  and  are
 subject to a  number of risks,  uncertainties and  other factors that  could
 cause our actual  results, performance, prospects  or opportunities in  2002
 and beyond to  differ materially  from those  expressed in,  or implied  by,
 these forward-looking  statements.  These  risks,  uncertainties  and  other
 factors include  but are  not limited  to the  factors  described under  the
 heading "Risk Factors" above.  We caution you not to place undue reliance on
 any forward-looking  statements. Except  as  otherwise required  by  federal
 securities laws, we undertake no obligation to publicly update or revise any
 forward-looking statements, whether as  a result of new  information, future
 events, changed circumstances  or any other  reason after  the date of  this
 annual report.


 Item 2.  PROPERTIES

 The Company's current manufacturing and corporate headquarters is located at
 9500 West 55th Street, Suite A, McCook.  The Company's current leased McCook
 facility has approximately 104,000 square feet of floor space. Not less than
 85,000 of the 104,000 square feet of the plant are at any  time dedicated to
 production.   Offices for  engineering, sales  and  administration are  also
 located  at  that  facility.  The  plant  is  in  good  condition,  is  well
 maintained, and currently has excess production capacity.  The  Company also
 has other leased facilities to support the operations of AGE in  Nevada, New
 Jersey and Florida.


 Item 3.  LEGAL PROCEEDINGS

 As the Company sells its products and services to a wide customer base, from
 time to time it may be named in legal proceedings.  The Company aggressively
 reviews all claims on a timely  basis and in the opinion of  management, any
 currently pending legal claims against the Company have no basis and no loss
 contingency reserves have been established.


 Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 No matters were submitted to a vote of the Company's shareholders during the
 fourth quarter of 2001.

                                   PART II

 Item 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND  RELATED STOCKHOLDERS
 MATTERS.

 The information required  by this  Item is set  forth in  Exhibit 13  hereto
 under  the  caption  "Common  Share  Market  Price,"  which  information  is
 contained in the Company's Annual Report to Shareholders for the  year ended
 December 31, 2001, and incorporated herein by reference.


 Item 6.  SELECTED FINANCIAL DATA

 The information required  by this  Item is set  forth in  Exhibit 13  hereto
 under the caption "Selected Financial Data," which information  is contained
 in the Company's Annual Report to  Shareholders for the year  ended December
 31, 2001, and incorporated herein by reference.


 Item 7.   MANAGEMENT'S DISCUSSION  AND ANALYSIS OF  FINANCIAL CONDITION  AND
 RESULTS OF OPERATIONS

 The information required  by this  Item is set  forth in  Exhibit 13  hereto
 under  the  caption  "Management's  Discussion  and  Analysis  of  Financial
 Condition and Results of Operations"  which information is contained  in the
 Company's Annual  Report to  Shareholders for  the year  ended December  31,
 2001, and incorporated herein by reference.


 Item 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The information required  by this  Item is set  forth in  Exhibit 13  hereto
 under the caption "Market and  Credit Risks" in Management's  Discussion and
 Analysis of Financial Condition and Results of Operations  which information
 is contained in  the Company's Annual  Report to  Shareholders for the  year
 ended December 31, 2001, and incorporated herein by reference.


 Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The following financial statements together  with the notes thereto  are set
 forth in Exhibit 13 hereto which  information is contained in  the Company's
 Annual Report  to Shareholders  for the  year ended  December  31, 2001  and
 incorporated herein by reference.

   Consolidated Balance Sheets as of December 31, 2001 and 2000

   Consolidated Statements of  Operations for years ended December  31, 2001,
   2000 and 1999

   Consolidated Statements of  Shareholders' Equity for years  ended December
   31, 2001, 2000 and 1999

   Consolidated Statements of  Cash Flows for years ended December  31, 2001,
   2000 and 1999

   Notes to the Consolidated Financial Statements

   Independent Auditors' Report


 Quarterly financial data for the years ended December 31, 2001 and  2000 are
 set forth in  Exhibit 13 hereto  in Note  14 of  "Notes to the  Consolidated
 Financial Statements" and are  contained in the  Company's Annual Report  to
 Shareholders for  the year  ended December  31, 2001,  which information  is
 hereby incorporated herein by reference.


 Item 9.   CHANGES IN AND  DISAGREEMENTS WITH  ACCOUNTANTS ON ACCOUNTING  AND
 FINANCIAL DISCLOSURE

   None

                                   PART III

 Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 DIRECTORS

 The information required by this Item is incorporated by reference  from the
 "Election of Directors"  and "Section  16(a) Beneficial Ownership  Reporting
 Compliance," section of the Company's definitive proxy statement to be filed
 with the SEC in connection with our 2002 Annual Meeting of Shareholders.

 EXECUTIVE OFFICERS OF THE REGISTRANT

                                                                  Year First
                                                                  Elected As
      Name                          Office              Age    Executive Officer
 ---------------------  -----------------------------   ---    -----------------

 Anthony Spier          Chairman of the Board,
                        President & Chief
                        Executive Officer                57          1994

 Mark E. Komorowski     President of American
                        Gaming & Electronics             36          1994

 George B. Toma         Vice President of Finance,
                        Chief Financial Officer,
                        Treasurer & Corporate Secretary  34          1996

 Each executive officer has served  in various executive capacities  with the
 Company for at least the past five years.


 Item 11.  EXECUTIVE COMPENSATION

 The information required by this Item is incorporated by reference under the
 captions "Summary Compensation Table," "Option Grants in  2001," "Aggregated
 Option Exercises in 2001 and Option Values at December 31, 2001," "Report of
 Board of Directors on Compensation," and "Compensation  Committee Interlocks
 and Insider Participation," of the Company's 2002 Annual  Meeting definitive
 proxy statement.


 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The information required by this Item is incorporated by reference under the
 caption  "Securities  Beneficially  Owned  by  Principal   Shareholders  and
 Management,"  of  the  Company's   2002  Annual  Meeting  definitive   proxy
 statement.


 Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 The Information required by this Item is incorporated by reference under the
 captions "Compensation Committee Interlocks  and Insider Participation,"  of
 the Company's 2002 Annual Meeting definitive proxy statement.


                                   PART IV

 Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

   (1)  Financial Statements    The information required by this Item  is set
 forth in Part II, Item 8 of this Report.  The Independent Auditors Report is
 set forth following the Financial  Statement Schedule referred to  under (2)
 below.

   (2)   Financial Statement  Schedules    The information  required by  this
 Item is set forth following the signature page of this Report.

   (3)  Exhibits

 The following exhibits are incorporated by reference or filed herewith:

   3.1.   Articles  of Incorporation  of the  Company, as  amended, filed  as
 Exhibit 3.1 of the Company's Annual  Report on Form 10-K for the  year ended
 December 31, 1994 and incorporated herein by reference.

   3.2.   By-Laws of the Company, as  amended, filed  as Exhibit  3.2 of  the
 Company's Annual Report on  Form 10-K for the  year ended December 31,  1994
 and incorporated  herein  by  reference and  filed  as  Exhibit 3.2  of  the
 Company's Annual Report on Form 10-K for the year ended December 31, 2001.

   10.1*.  Employment Agreement dated February 29,  1996, as amended, between
 the Company and Anthony Spier and incorporated herein by reference.

   10.2*.  Wells-Gardner Electronics  Corporation  Employee 401K  Plan  dated
 January 1, 1990  and Amendment 1  dated February 11,  1992, and Amendment  2
 dated January  20, 1994,  filed as  Exhibit 10.10  of  the Company's  Annual
 Report on Form 10-K  for the year ended  December 31, 1993 and  incorporated
 herein by reference.

   10.3*.   Wells-Gardner Electronics  Corporation 1996 Nonemployee  Director
 Plan, filed  as Annex  A to  the Company's  Proxy Statement  for the  Annual
 Meeting of Shareholders to be held on April 23, 1996 and incorporated herein
 by reference.

   10.4*.  Wells-Gardner   Electronics  Corporation   Amended  and   Restated
 Incentive Stock Plan, as amended and  filed as Exhibit 4.1 of  the Company's
 Form S-8, dated August 21, 1998 and incorporated herein by reference.

   10.5.   Amended and Restated Sales Representative Agreement dated December
 9, 1998 and Amendment 1 dated August 30, 1999, filed as Exhibits 10.1 of the
 Company's Form  10-Q dated  November 10,  1999  and incorporated  herein  by
 reference.

   10.6.   Voting Rights  Agreement dated  December 9, 1998  and Amendment  1
 dated August 30,  1999, among the  Company, Anthony  Spier, John R.  Blouin,
 James J. Roberts, Jr. and James Industries, Inc., filed as Exhibits  10.3 of
 the Company's Form 10-Q dated November  10, 1999 and incorporated  herein by
 reference.

   10.7.   Acquisition of Certain Assets of  American Gaming and  Electronics
 dated January 12,  2000, filed as  Exhibits 2.1,  2.2 and  2.3 on Form  8-K,
 dated January 27, 2000 and incorporated herein by reference.

   10.8.   Executive Stock Award Plan, filed as Exhibits 4.1  and 4.2 of  the
 Company's Form S-8, dated May 12, 2000 and incorporated by reference.

   10.9    Credit Agreements dated August 31, 2001, between American National
 Bank and  Trust Company  and the  Company,  filed as  Exhibits 10.1  of  the
 Company's Form  10-Q dated  November 14,  2001  and incorporated  herein  by
 reference.

   10.10.  License Agreement dated July 1, 2000, between  the Company and RCA
 Corporation filed as Exhibit  10.10 of the Company's  Annual Report on  Form
 10-K for  the  year  ended December  31,  2000  and incorporated  herein  by
 reference.

   10.11. Agreement dated July  3, 2000, between the Company and  Local 1031,
 I.B.E.W., AFL-CIO filed as Exhibit 10.11  of the Company's Annual  Report on
 Form 10-K for the  year ended December 31,  2000 and incorporated herein  by
 reference.

   13.    Company's Annual Report to Shareholders for the year ended December
 31, 2000 as specified in Part II hereof.

   23.    Consent of KPMG LLP.

 *Management contract or compensatory plan or arrangement.

   b.   Reports on Form 8-K   No reports  on Form 8-K  were filed during  the
 last quarter ended December 31, 2001.
<PAGE>


                                  SIGNATURES

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


                   WELLS-GARDNER ELECTRONICS CORPORATION


 By: /S/ ANTHONY SPIER
 ---------------------
 Anthony Spier            Chairman of the Board, President
                          & Chief Executive Officer         February 11, 2002

     /S/  GEORGE B. TOMA
 -----------------------
 George B. Toma CPA, CMA  Vice President of Finance,
                          Chief Financial Officer,
                          Treasurer & Corporate Secretary   February 11, 2002

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
 report has been  signed below  by the  following persons  on behalf  of the
 registrant and in the capacities on the dates indicated.



       Signature                    Title                          Date
       ---------                    -----                          ----

 /S/  ANTHONY SPIER
 -----------------------
 Anthony Spier            Chairman of the Board, President
                          & Chief Executive Officer         February 11, 2002

 /S/ MARSHALL L. BURMAN
 -----------------------
 Marshall L. Burman       Director                          February 11, 2002

 /S/ JERRY KALOV
 -----------------------
 Jerry Kalov              Director                          February 11, 2002

 /S/ FRANK R. MARTIN
 -----------------------
 Frank R. Martin          Director                          February 11, 2002

 /S/ MARK L. YOSELOFF
 -----------------------
 Mark L. Yoseloff         Director                          February 11, 2002
<PAGE>



                             FINANCIAL SCHEDULE

 Schedules not included with this additional financial data have been omitted
 because they are not applicable or the required information is shown in  the
 financial statements or notes thereof.


 SCHEDULE II

 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 ALLOWANCE FOR DOUBTFUL ACCOUNTS

           Balance at
           Beginning         (1)               (2)           Balance at
   Year    of Period      Additions         Deductions     End of Period
   ----    ---------      ---------         ----------     -------------
   1999    $85,000         $36,000           $61,000          $60,000

   2000    $60,000         $44,000           $34,000          $70,000

   2001    $70,000        $134,000           $74,000         $130,000

 (1) Provision for bad debt.
 (2) Accounts receivable written off against the allowance.