SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

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o  Preliminary Proxy Statement	o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ACTION PRODUCTS INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ACTION PRODUCTS INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 17, 2002

TO OUR SHAREHOLDERS:

     The Annual Meeting of the Shareholders of Action Products International, Inc. (the “Company”) will be held at the offices of the Company at 390 North Orange Avenue, Suite 2185, Orlando, Florida 32801 on Friday, June 17, 2002, at 1:30 p.m., to consider and vote upon the following proposals, all of which are more completely set forth in the accompanying Proxy Statement:

1.	Elect three directors as Class II Directors to serve a two-year term.
2.	To transact such other business as may properly come before the meeting.

     The Board of Directors has established April 26, 2002 as the record date for the Annual Meeting and only shareholders of record at the close of business on that date will be entitled to vote at the meeting. A form of proxy and the Company’s Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2001 are enclosed.

     Your vote is important. Whether or not you expect to attend the meeting, please read the accompanying Proxy Statement and complete, sign, date and return the accompanying proxy in the enclosed postage paid envelope at your earliest convenience. You may revoke your proxy at any time before it is exercised by following the instructions set forth on the first page of the accompanying Proxy Statement.

	BY ORDER OF THE BOARD OF DIRECTORS ACTION PRODUCTS INTERNATIONAL, INC.
	/s/ Robert L. Burrows
	Robert L. Burrows Secretary
Orlando, Florida May 29, 2002

ACTION PRODUCTS INTERNATIONAL, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MONDAY, JUNE 17, 2002
1:30 P.M.

CORPORATE OFFICES
390 NORTH ORANGE AVENUE
21ST FLOOR, SUITE 2185
ORLANDO, FLORIDA

GENERAL INFORMATION

This Proxy Statement is furnished to shareholders of Action Products International, Inc. (the “Company”) in connection with the solicitation by the Board of Directors of proxies to be used at the 2002 Annual Meeting of Shareholders of the Company and any adjournment or postponement thereof (the “Meeting”). The time and place of the Meeting are noted above. This Proxy Statement and enclosed form of Proxy were first sent to shareholders on or about May 29, 2002. The Company’s Annual Report for the year ended December 31, 2001, including audited financial statements, is also enclosed.

The Board of Directors of the Company is soliciting proxies so that each shareholder is given an opportunity to vote. These proxies enable shareholders to vote on all matters that are scheduled to come before the Meeting. When proxies are returned properly executed, the Proxy Committee will vote the shares represented thereby in accordance with the shareholders’ directions. The Proxy Committee is composed of Judith H. Kaplan, Director and Robert L. Burrows, Secretary and Chief Financial Officer of the Company, who will vote all shares of common stock represented by proxies

Shareholders are urged to specify their choices by marking the enclosed proxy; if no choice has been specified, the shares will be voted FOR the election of the three nominees as directors. The proxy also confers upon the Proxy Committee discretionary authority to vote the shares represented thereby on any other matter that may properly be presented for action at the Meeting, although the Board of Directors currently knows of no other proposals or business to be presented.

Votes cast by proxy or in person at the Meeting will be tabulated by an Inspector of Elections, who will determine whether or not a quorum is present. It is currently expected that the Company’s accountants, Moore Stephens Lovelace, P.A., will serve as the Inspector of Elections. The presence at the Meeting, in person or by proxy, of the holders of a majority of the Company’s outstanding shares of common stock as of the record date will constitute a quorum. Votes withheld from any nominee, abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum for the Meeting. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner.

In the election of directors, the nominees receiving the highest number of affirmative votes of the shares present or represented and entitled to vote at the Meeting shall be elected as directors. Votes withheld in connection with the election of one or more of the nominees for director will not be counted as votes for such individual.

The principal offices of the Company are located at 390 North Orange Avenue, Suite 2185, Orlando, Florida 32801 and its telephone number is (407) 481-8007.

Securities Outstanding and Voting Rights

Only holders of shares of the Company’s common stock of record at the close of business on April 26, 2002 will be entitled to vote at the Meeting. On the record date, 2,230,800 shares of the Company’s common stock were issued and outstanding.

Each share of common stock is entitled to one vote on all matters submitted to a vote of shareholders, including the election of directors. Approval of each of the matters to be acted upon at the Meeting will require a majority of the votes cast at the meeting to be cast in favor of the matter, except that directors will be elected by a plurality of the votes cast.

A list of the shareholders entitled to be present and to vote at the Meeting will be available at the offices of the Company, 390 North Orange Avenue, Suite 2185, Orlando, Florida for inspection by any shareholder during regular business hours for a ten day period prior to the date of the Meeting.

Officers and directors of the Company currently beneficially own approximately 66.7% of the Company’s outstanding shares of common stock. See “Security Ownership of Management and Principal Shareholders.” Accordingly, approval of the nominees for directors and any other matters presented at the Meeting is virtually assured.

Revocability of Proxies

Any proxy may be revoked at any time before it is voted by written notice mailed or delivered to the Secretary of the Company, by receipt of a proxy properly signed and dated subsequent to an earlier proxy, and by revocation of a written proxy request in person at the Meeting, but if not so revoked, the shares represented by such proxy will be voted.

MANAGEMENT/BOARD OF DIRECTORS

The executive officers and directors of the Company are as follows:

Name	Age		Position
Ronald S. Kaplan		36	Chairman of the Board of Directors, Chief Executive Officer
Ronald Tuchman		66	President & Chief Operating Officer, Director
Robert Burrows		47	Chief Financial Officer & Secretary
Neil Swartz		40	Director
Judith Kaplan		63	Director
Marvin Smollar		56	Director

     Ronald S. Kaplan, Chairman of the Board and Chief Executive Officer. Ronald Kaplan has served as our Chairman of the Board and Chief Executive Officer since January 1996. From January 1996 to February 2001, Mr. Kaplan also served as our President, and from January 1993 to January 1996, he served as our Executive Vice President and Chief Operating Officer. He is the son of the founder/director Judith Kaplan.

     Ronald Tuchman, President, Chief Operating Officer and Director. Ronald Tuchman has served as our President and Chief Operating Officer since February 2001, and as a Director since August 1998. He is a respected member of the toy industry, with over 35 years of experience in all-retailing aspects of the toy business. Prior to joining our Board in 1998, Mr. Tuchman served as Chairman of the Board and Chief Executive Officer of Imaginarium, an “upscale” educational specialty toy store chain, until July 1998. In addition to other professional accomplishments, Mr. Tuchman was employed by Toys “R” Us for nearly 25 years, where he held several positions, including Senior Vice President, and is widely known within the toy industry as one of the founding fathers of Toys“R“Us.

     Robert L. Burrows, Chief Financial Officer and Secretary. Robert L. Burrows has served as our Chief Financial Officer and Secretary since July, 2001. Mr. Burrows is a graduate of the University of Virginia with a Bachelor of Science degree in accounting and finance. He also holds an MBA from the Rollins College — Crummer School of Business. Prior to joining our Company he held various accounting and finance positions with General Electric and Lockheed Martin. From 1991 through 1996 he held various financial and operational positions, including Division Vice President of HBO & Company a leading developer and marketer of healthcare software systems. From 1996 through 1998 he served as Chief Operating Officer for Quadramed Corp. a publicly held NASDAQ listed company and CEDCO Publishing a privately held gift and stationery book publisher. From 1999 through 2001 he served as Chief Financial Officer of Lawgic Publishing a venture funded internet application service provider of intelligent legal software.

     Neil Swartz, Director. Mr. Swartz founded MCG Partners, Inc., a merchant banking firm based in Boca Raton, Florida in early 1999 and serves as Chairman. Mr. Swartz served as the Chairman, President and Chief Executive Officer of a software company, which he took public on the NASDAQ Small Cap market, from 1989 to 1998. He is a CPA and received his B.S. degree in accounting from Northeastern University.

     Judith Kaplan, Founder and Director. Judith Kaplan, currently a Director, served as our Chairperson of the Board since our inception in 1980 until December 31, 1995. Ms. Kaplan also served in various other executive capacities over the years, namely, President (‘80-’87), Secretary (‘80-’97), Chief Executive Officer (‘80-’95), Chief Financial Officer (‘80-’98) and Treasurer (‘80-’91). She is the mother of Ronald Kaplan.

     Marvin Smollar, Director. Marvin Smollar has served as a Director since September 2000. Mr. Smollar is President and co-founder of Delray Capital Corporation, an investment management company specializing in derivative securities. Previously, from 1984 to 1994, Mr. Smollar was Founder, President, Chief Executive Officer and Chairman of Marchon, Inc., an international toy manufacturing and marketing company, which was acquired by Empire of Carolina, an American Stock Exchange company, following the acquisition Mr. Smollar became its President. Prior to Marchon, from 1978 to 1983, he was Founder, President and Chief Executive Officer of Kidco, Inc., an international toy manufacturing and marketing company that merged with Universal/Matchbox International Holdings, Ltd. and went public on the New York Stock Exchange.

During fiscal 2001, the Board of Directors held four meetings, with the exception of Neil Swartz, who was nominated to the Board following the resignation of Mr. Bernstein in February 2002, the average attendance by Directors at Board Meetings they were scheduled to attend was over 80%.

Committees of the Board of Directors

The Company has two board committees – the Audit Committee and the Nominating Committee. Current members of the committees are named below, with the chairman of each committee indicated with an asterisk.

AUDIT COMMITTEE	NOMINATING COMMITTEE
Marvin Smollar*	Ronald Kaplan*
Neil Swartz	Neil Swartz

The Audit Committee is charged with exercising the power and authority of the Board of Directors in the administration and review of (1) the quality and integrity of the Company’s financial statements, (2) compliance by the Company with regulatory requirements and (3) the independence and performance of the Company’s external and internal auditors. During fiscal 2001, the Audit Committee met two times and each member with the exception of Mr. Swartz, who was nominated to the Board in February 2002, attended at least 50% of said meetings.

The Nominating Committee is charged with exercising the power and authority of the Board of Directors to consider and nominate candidates for election as directors of the Company. Shareholders may make nominations for the election of directors by delivering notice in writing to the Secretary of the Company in accordance with the instructions contained in Article XVII of the Company’s Bylaws. During fiscal 2001, the Nominating Committee held one meeting.

Director Compensation. Directors who are full-time employees of the Company receive no additional compensation for services rendered as members of the Company’s Board or any committee thereof. Directors who are not full-time employees of the Company receive $2,500 per year, $500 for each Board meeting attended in person, and $250 for each Company Board meeting attended telephonically. In addition, from time to time the Company may grant incentive stock options with an exercise price greater than the market value of the underlying stock to the directors for services rendered while serving on the Board. In the past, outside directors were granted 10,000 shares under the Stock Option Plan for each year of service on the Board at an exercise price above the market value of the shares as listed at the time of the grant.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than ten percent (10%) of the Company’s outstanding common stock to file with the Securities and Exchange Commission (the “SEC”) and NASDAQ initial reports of ownership and reports of changes in ownership of common stock. Such persons are required by the SEC regulations to furnish the Company with copies of all such reports they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company, all Section 16(a) filing requirements applicable to officers, directors and greater than ten percent (10%) beneficial owners were complied with.

EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid to the Company’s Chief Executive Officer and executive officers who were paid $100,000 or more during the 2001 fiscal year (the “Named Executives”). Except as set forth in the table below, no bonuses or other compensation was paid during the 2001, 2000, or 1999 fiscal years.

Summary Compensation Table
Long Term Compensation

								Other
Name and					Annual			Restricted
Principal			Salary		Bonus			Compensation
Position	Year		($)		($)			($)1
Ronald Kaplan, CEO		2001	$	130,000		$	0	$	6,000
		2000	$	105,000		$	0	$	6,000
		1999	$	100,000		$	0	$	6,000
Ronald Tuchman, President		2001	$	113,500		$	0	$	5,000

¹ Includes value of use of automobile.

Ron Kaplan was promoted to Chief Executive Officer and Chairman of the Board of Directors as of January 1, 1996. As of February 2001, Mr. Kaplan vacated his position as President of the Company to Ronald Tuchman.

Mr. Tuchman became our President and Chief Operating Officer in February 2001. Pursuant to his three-year employment agreement, Mr. Tuchman’s base compensation is $120,000 per year. In connection with his employment agreement, Mr. Tuchman agreed to invest $200,000 in the Company in exchange for 114,286 shares of the Company’s common stock at a purchase price of $1.75 per share. In addition, Mr. Tuchman received options to purchase 125,000 shares of our common stock at an exercise price of $1.75 per share.

Option Grants in Last Fiscal Year. The Company granted options to the Named Executives during the fiscal year ended December 31, 2001 as noted above.

Aggregated Option/Warrant Exercises and Year End Option/Warrant Values in Last Fiscal Year

The following table sets forth the aggregate of options exercised in the year ended December 31, 2001 and the value of options held at December 31, 2001.

Option/Warrant Exercises/Option/Warrant Values

					Number of Securities		Value of Unexercised In-
	Shares				Underlying Unexercised		the-money
	Acquired				Options/Warrants at		Options/Warrants At
	on		Value		Fiscal Year End		Fiscal Year End
Name	Exercise (#)		Realized ($)		Exercisable/Un-exercisable		Exercisable/Un-exercisable
Ronald S. Kaplan		0	$	0		829,000/0		$257,800/$0(1)
Ronald Tuchman		0	$	0		195,000/0		$0/$0

⁽¹⁾  The dollar value was calculated by determining the difference between the fair market value at fiscal year-end of the common stock underlying the options/warrants and the exercise prices of the options/warrants. The last sale price of a share of the Company’s common stock on December 31, 2001 as reported by Nasdaq was $0.89. Only the value of the unexercised warrants has been calculated. The unexercised options are out-of-the-money.

Employee Stock Ownership Plan. On April 23, 1984, the Company adopted an Employee Stock Ownership Plan (“ESOP”). The ESOP qualifies for special tax benefits under the Internal Revenue Code. Under the ESOP, the Company, at the discretion of its Board of Directors, may make an annual contribution to a trust that purchases the Company’s stock from the Company for the benefit of employees who have completed at least 1,000 hours of work during the fiscal year. Employer contributions under the ESOP are allocated to each employee’s account on a pro-rata basis according to the total compensation paid to, and the number of years of service by, all eligible employees. An employee becomes 100% vested in the ESOP following 5 years of plan eligibility. As of December 31, 2001, there were 23,256 shares of Common Stock held by the Company’s ESOP trust.

401(k) Plan. Effective October 3, 1986, the Company adopted a Voluntary 401(k) Plan. All employees are eligible for the plan. Employees who have worked for the Company for 18 months are currently eligible for a 34% match of their subsequent contributions. Benefits are determined annually. The lowest 66% of paid employees may contribute the lesser of 15% of their salary or the applicable maximum allowed by the Internal Revenue Code. The top 1/3 of employees cannot contribute a percentage greater than 15% of their compensation or 150% of the average contribution of the lowest 66% of paid employees to the applicable maximum allowed by the Internal Revenue Code. Employer contributions vest within three months and all contributions are held in individual employee accounts with an outside financial institution. Company shares have never been allowed to be invested in the 401K plan.

Stock Option Plan. To increase the officers, key employees and consultants interest in the Company and to align their interests more closely with the interests of the Company’s shareholders, the Board of Directors adopted a stock option plan called the “1996 Stock Option Plan” (the “Plan”) on May 28, 1996. The Plan was subsequently ratified by a majority vote of the Company’s shareholders.

Under the Plan, the Company has reserved an aggregate of 900,000 shares of common stock for issuance pursuant to options granted under the Plan. Plan Options are either (1) options qualifying as incentive stock options or (2) options that do not qualify — non-qualified options. Any incentive option granted under the Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of such grant. The exercise price of non-qualified options shall be determined by the Board of Directors or the Committee but shall in no event be less than 75% of the fair market value of the underlying shares on the date of the grant. As of December 31, 2001, there were 342,000 incentive options existing under the plan. No non-qualified options have been issued.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the number of shares of Common Stock beneficially owned by (i) each director of the Company, (ii) the executive officer named in the Summary Compensation Table, (iii) all directors and officers as a group and (iv) each shareholder known by the Company to be a beneficial owner of more than 5% of the Company’s common stock as of December 31, 2001. Except as otherwise indicated, each of the shareholders listed below has sole voting and investment power over the shares beneficially owned and the address of each beneficial owner is c/o Action Products International, Inc., 390 North Orange Ave., 21st Floor, Orlando, Florida 32801. As of April 26 , 2002, there were issued and outstanding 2,230,800 shares of Common Stock.

Table of Beneficial Ownership

	Amount and Nature
	of Beneficial
Name	Ownership		Percent
Ronald S. Kaplan		1,102,3171		31.3	%
Ronald Tuchman		309,2862		8.8	%
Judith Kaplan		848,8273		24.1	%
Warren Kaplan		848,8274		24.1	%
Robert Burrows		53,0005		1.5	%
Lawrence Bernstein		20,0006		0.6	%
Marvin Smollar		20,0007		0.6	%
All Directors and Officers as a Group (6 persons, Directors and Officers shown above)		2,353,4308		66.7	%

1	Includes immediately exercisable warrants to purchase 829,000 shares of Common Stock at $0.579.
2	Includes immediately exercisable options to purchase 70,000 shares at $3.50 per share and 125,000 shares at $1.75.
3	Includes 23,256 shares held as Trustee of the Company’s Employee Stock Ownership Plan Trust and 411,212 shares. Ms. Kaplan disclaims beneficial ownership in all 414,359 of her husband’s shares.
4	Includes 23,256 shares held as Trustee of the Company’s Employee Stock Ownership Plan Trust and 414,359 shares. Mr. Kaplan disclaims beneficial ownership in all 411,212 of his wife’s shares.
5	Includes not currently exercisable options to purchase 50,000 shares at $3.00 per share.
6	Includes immediately exercisable options to purchase 20,000 shares at $3.50 per share.
7	Includes immediately exercisable options to purchase 10,000 shares at $2.25 per share and not currently exercisable options to purchase 10,000 shares at $1.25 per share.
8	Includes immediately exercisable warrants to purchase 829,000 shares and immediately exercisable options to purchase 225,000 shares and not currently exercisable options to purchase 60,000 shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 29, 1999, Ronald S. Kaplan, Judith Kaplan, Warren Kaplan and Elissa Kaplan exercised options to acquire an aggregate of 383,000 shares of the Company’s common stock at an exercise price of $1.39 per share. Elissa Kaplan is the sister of Ronald Kaplan. The value realized by each of the Kaplan’s on the exercise of their options was $208,900, $49,880, $49,880 and $24,940. Each member of the Kaplan family paid for their options by giving the Company a promissory note. The amounts of the promissory notes were as follows: Ronald Kaplan – a promissory note in the amount of $335,000, Judith Kaplan and Warren Kaplan – promissory notes in the amount of $79,960 each and Elissa Kaplan – a promissory note in the amount of $39,980. The Kaplan family’s exercise of these options and the payment for the options with promissory notes was approved by a majority of the disinterested members of the Company’s Board of Directors. During fiscal year 2001 Judith and Warren Kaplan received a total of $102,000 in pension and consulting payments.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is responsible for assisting the Board in monitoring (1) the quality and integrity of the Company’s financial statements, (2) the Company’s compliance with regulatory requirements and (3) the independence and performance of the Company’s independent and internal auditors. Among other responsibilities, we review, in our oversight capacity, the independent auditors report and the Company’s annual financial statements with management. We also recommend to the Board of Directors the selection of the Company’s independent auditors. Our Committee is composed of two non-employee directors and operates under a written charter adopted and approved by the Board of Directors, a copy of which was attached as Appendix A to our proxy statement for our annual meeting held in May 2001. Each committee member is independent as defined by the NASDAQ Small Cap listing standards.

In discharging our duties, we have met with and held discussions with management and reviewed the report of the Company’s independent auditors. Management has represented to the independent auditors that the Company’s audited financial statements were prepared in accordance with generally accepted accounting principles. We have received the report of the independent auditors regarding the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). The Company’s independent auditors also provided to the Committee the written disclosure required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees). As provided in the Audit Committee Charter, it is not the Committee’s responsibility to determine, and the considerations and discussions referenced above, do not ensure, that the Company’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.

Based on our review of the independent auditors’ report provided to our Committee, discussions with management, and the representations of management, we have recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-KSB/A for fiscal 2001.

Marvin Smollar, Chairman

Audit and Related Fees

AUDIT FEES. The aggregate fees billed by Moore Stevens Lovelace, P.A. for professional services for the audit of the Company’s annual consolidated financial statements for fiscal 2001 were $25,000 and the aggregate fee for reviews of the condensed financial statements included in the Company’s Form 10-QSB reports for fiscal 2001 were $12,375.

FINANCIAL INFORMATION AND SYSTEMS DESIGN AND IMPLEMENTATION FEES. Moore Stephens Lovelace, P.A did not bill the Company for any financial information systems design and implementation fees for fiscal 2001.

ALL OTHER FEES. Moore Stephens Lovelace, P.A. rendered tax and other assurance services, during 2001 for fees which totaled $34,305.

PROPOSALS TO THE SHAREHOLDERS

PROPOSAL 1. ELECTION OF DIRECTORS

CURRENT NOMINEES. The two-year terms of the Class II directors will expire at the upcoming annual meeting. The Board of Directors has nominated Ronald Kaplan and Ronald Tuchman for re-election as Class II Directors. Mr. Kaplan and Mr. Tuchman are currently serving as Class II directors. If they are re-elected, they will continue to serve as Class I directors with terms to expire at the annual meeting of shareholders to be held in 2004.

Mr. Bernstein resigned his position effective February 15, 2002. Neil Swartz was nominated by the Board to assume a seat as a Class II Director. If he is elected, he will continue to serve as a Class II Director until 2004.

Should any nominee become unable or unwilling to accept a nomination or election, the Board of Directors will either select a substitute nominee or will reduce the size of the Board. If you have properly executed and returned a proxy and a substitute nominee is selected, the holders of the proxy will vote your shares FOR the election of the substitute nominee. The Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve if elected.

In accordance with the Company’s Bylaws, directors are elected by a plurality of the votes of the shares represented and entitled to vote at the meeting. That means the three nominees will be elected if they receive more affirmative votes than any other nominees.

CONTINUING DIRECTORS. The Company’s Board of Directors is separated into two classes, and the directors of each class are elected to serve for two-year terms. The terms of the Class I directors expire at the annual meeting of shareholders to be held in 2003, and the terms of the Class II directors expire at the annual meeting of shareholders to be held in 2002. Assuming election of the nominees named above, the following is a list of the persons that will constitute the Company’s Board of Directors.

Name	Age		Class	Committees	Expiration
Ronald S. Kaplan		36	II	Nominating (Chair)		2002
Neil Swartz		40	II	Audit/Nominating		2002
Ronald Tuchman		66	II			2002
Marvin Smollar		56	I	Audit (Chair)		2003
Judith H. Kaplan		63	I			2003

VOTE REQUIRED AND RECOMMENDATION. The nominees for election to the Board of Directors who receive the greatest number of votes cast for the election of directors by the shares present, in person or by proxy, shall be elected directors. Shareholders do not have the right to cumulate their votes for directors. In the election of directors, an abstention or broker nonvote will have no effect on the outcome.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE THREE NOMINEES.

OTHER MATTERS

As of the date of this Proxy Statement, there are no other matters to be brought before the Meeting. Should any other matters come before the Meeting, action may be taken thereon pursuant to the proxies in the form enclosed, which confer discretionary authority on the persons named therein or their substitutes with respect to such matters.

SHAREHOLDER PROPOSALS

To be considered for inclusion in next year’s proxy statement, shareholder proposals must be received at the Company’s principal executive offices not later than the close of business on January 30, 2003. For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding sentence) but is instead sought to be presented directly at next year’s annual meeting, Securities and Exchange Commission rules permit management to vote proxies in its discretion if (a) the Company received notice of the proposal before the close of business on April 18, 2003 and advises shareholders in next year’s proxy statement about the nature of the matter and how management intends to vote on such matter, or (b) does not receive notice of the proposal prior to the close of business on April 18, 2003. Article XVII of the Company’s Bylaws provides that all shareholder proposals must contain certain information regarding the shareholder, including the shareholder’s name and address, the names of any person nominated by the shareholder as a director, any arrangement between the shareholder and such nominee, and any other information regarding the matter of business proposed by the shareholder that would be required in a proxy statement filed under the proxy rules of the Securities and Exchange Commission.

Notices of intention to present proposals at the 2002 annual meeting should be addressed to Robert L. Burrows, Secretary and Chief Financial Officer, Action Products International, Inc., 390 North Orange Avenue, Suite 2185, Orlando, Florida 32801. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

INDEPENDENT PUBLIC ACCOUNTANTS

Moore Stephens Lovelace, P.A., acted as the principal accountants for the Company for the fiscal year most recently completed. It is anticipated that Moore Stephens Lovelace, P.A. will be selected by the Audit Committee as the Company’s principal accountant for the current year. The Company expects representatives of Moore Stephens Lovelace, P.A. to be present at the Meeting. It is also expected that a Moore Stephens Lovelace representative will serve as the Inspector of Elections.

EXPENSES OF SOLICITATION

The cost of this solicitation of proxies will be borne by the Company, including expenses in connection with preparing, assembling and mailing the proxy solicitation materials and the charges and expense of brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to beneficial owners. In addition to solicitation by mail, proxies may be solicited personally or by telephone or telegraph by directors, officers or employees of the Company, who will receive no additional compensation for such services.

     SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING. SHAREHOLDERS PRESENT AT THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON. PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.

Dated: May 29, 2002

ACTION PRODUCTS INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
June 17, 2002

The undersigned hereby constitutes and appoints Judith H. Kaplan and Robert L. Burrows the undersigned’s true and lawful attorneys and proxies (with full power of substitution in each) (the “Proxy Agents”), to vote all of the shares of Action Products International, Inc. owned by the undersigned on April 26, 2002, at the Annual Meeting of Shareholders of Action Products International, Inc. to be held at the offices of the Company located at 390 North Orange Avenue, Suite 2185, Orlando, Florida 32801 on Friday, June 17, 2002, at 1:30 p.m., local time (including adjournments), with all powers that the undersigned would possess if personally present.

THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE.
ELECTION OF DIRECTORS – To elect three directors as follows: Ronald Kaplan, Ronald Tuchman, and Neil Swartz as Class II Directors for a two-year term to expire in 2004.

o      FOR ALL Nominees

o      WITHHOLD ALL Nominees

o      FOR ALL EXCEPT:

(To withhold authority to vote for an individual nominee, write that nominee’s name in the space provided above.)

Should any other matter requiring a vote of the Shareholders arise, the above-named Proxy agents, and each of them, are authorized to vote the shares represented by this Proxy as their judgement indicates is in the best interest of Action Products International, Inc.

This Proxy is solicited on behalf of the Management of Action Products International, Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder. If no direction is made, this Proxy will be voted FOR the proposal described above.

IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.

	Dated:	, 2002
Signature of Shareholder
	Dated:	, 2002
Signature of Joint Shareholder

PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.

To Our Shareholders:

Whether or not you are able to attend our 2002 Annual Meeting of Shareholders, it is important that your shares be represented, no matter how many shares you own. Accordingly, please complete and sign the Proxy provided above and mail it in the enclosed postage paid envelope. We look forward to receiving your voted Proxy at your earliest convenience.