5 1 jis_form5.htm JOHN J. SHEEHAN III'S FORM 5 FOR 2002

1. Name and Address of Reporting Person

    Sheehan III, John J.
    PCD Inc.
    2 Technology Drive
    Peabody, MA 01960
    USA

2. Issuer Name and Ticker or Trading Symbol

PCD Inc. (PCDI)

3. IRS or Social Security Number of Reporting Person (Voluntary)

4. Statement for Month/Year

2002

5. If Amendment, Date of Original (Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)

    ( ) Director ( ) 10% Owner
    (X) Officer (give title below) ( ) Other (specify below)

   Vice President/CFO

7. Individual or Joint/Group Filing (Check Applicable Line)

(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person

TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security	2. Trans- action Date (Month/ Day/ Year)	3. Trans- action Code	4. Securities Acquired (A) or Disposed of (D) _________________________ Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Year	6. Ownership Form: Direct (D) or Indirect (I)	7. Nature of Indirect Beneficial Ownership

TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Derivative Security

2. Conver-
   sion or
   Exercise
   Price of
   Deri-
   vative
   Security

3. Trans-
   action
   Date

  (Month/
  Day/
  Year)

4. Trans-
action
Code

5. Number of Deriv-
   ative Securities
   Acquired (A) or
   Disposed of (D)

________________
      (A)      |      (D)

6. Date Exer-
   cisable and
   Expiration Date
   (Month/Day/
   Year)

________________
Date       |  Expira-
Exer-      |  tion
cisable   |  Date

7. Title and Amount of
   Underlying Securities

_____________________
                     |  Amount or
      Title         |  Number of
                     |  Shares

8. Price
   of of
   Deriv-
   ative
   Secur-
   ity

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   at End
   of
   Year

10. Owner-
   ship
   Form of
   Deriv-
   ative
   Security:
   Direct
   (D) or
   Indirect
   (I)

11. Nature
   of
   Indirect
   Benefi-
   cial
   Owner-
   ship

EMPLOYEE STOCK OPTION (RIGHT TO PURCHASE STOCK) (1)

$0.2400

11/26/02

35,000

11/26/02

11/26/12

COMMON STOCK

35,000

EXPLANATION OF RESPONSES
(1) Employee Stock Option issued in conjunction with the Company's Stock Option Exchange Program

SIGNATURE OF REPORTING PERSON
/s/ John J. Sheehan III

DATE
02/10/2003