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

                        SCHEDULE 13G

          Under the Securities Exchange Act of 1934
                     (Amendment No. 11)*

                       Aerovox Incorporated
                       ____________________
                         (Name of Issuer)

                  Common Stock, $.01 Par Value
                   __________________________
                 (Title of Class of Securities)

                             00808M105
                          ______________
                          (CUSIP Number)

Check the following box  if a fee is being paid with this statement
[ ].  (A fee is not required only if the filing person:  (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.)  (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Secur-
ities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).


                     (Continued on following page(s))


                       Page 1 of 9 Pages







CUSIP No.	00808M105            13G            Page 2 of 9


(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	William D. Witter, Inc.
	F13-2879276
_____________________________________________________________________

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) [  ]
                                                          (b) [  ]
_____________________________________________________________________

(3)	SEC USE ONLY
_____________________________________________________________________

(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	One Citicorp Center
	153 East 53rd Street
	New York, New York 10022-4611

NUMBER OF         (5)	SOLE VOTING POWER		       233,755
SHARES		------------------------------------------------
BENEFICIALLY	(6)	SHARED VOTING POWER	       0
OWNED BY          ------------------------------------------------
EACH   		(7)	SOLE DISPOSITIVE POWER	       233,755
REPORTING         ------------------------------------------------
PERSON WITH       (8)	SHARED DISPOSITIVE POWER       0
_____________________________________________________________________

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,755
_____________________________________________________________________

(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
        SHARES*
_____________________________________________________________________

(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	3.8%
_____________________________________________________________________

(12)	TYPE OF REPORTING PERSON

	IA






CUSIP No.	00808M105            13G            Page 3 of 9


(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	William D. Witter
	###-##-####
_____________________________________________________________________

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                           (b)  [X]
_____________________________________________________________________

(3)	SEC USE ONLY
_____________________________________________________________________

(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	One Citicorp Center
	153 East 53rd Street
	New York, New York 10022-4611
_____________________________________________________________________

NUMBER OF         (5)	SOLE VOTING POWER             233,755
SHARES		-----------------------------------------------------
BENEFICIALLY	(6)	SHARED VOTING POWER		0
OWNED BY          -----------------------------------------------------
EACH              (7)	SOLE DISPOSITIVE POWER		233,755
REPORTING         -----------------------------------------------------
PERSON WITH       (8)	SHARED DISPOSITIVE POWER	0

_____________________________________________________________________

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	233,755
_____________________________________________________________________

(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES*
_____________________________________________________________________

(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	3.8%
_____________________________________________________________________

(12)	TYPE OF REPORTING PERSON

	IN








                                                Page 4 of 9

Item 1.

[a]	Name of Issuer: Aerovox Incorporated

[b]	Address of Issuer's Principal Executive Offices:

	167 John Vertente Boulevard
	New Bedford, Massachusetts 02745-1221

Item 2.

[a]	Name of Person Filing; Address of Principal Business Office;
	and Place of Organization:

This statement is filed on behalf of (i) William D. Witter, Inc.
("Witter, Inc.") and (ii) William D. Witter. Each of the foregoing is
hereinafter individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons."  The principal office and
business address of the Reporting Persons is 153 East 53rd Street,
51st Floor, New York, New York 10022.

Witter, Inc. is a New York corporation registered as an investment
adviser under the Advisers Act of 1940 and also serves as the invest-
ment adviser to institutional and individual clients. William D.
Witter is the President and 98.6% shareholder of Witter, Inc. and is
principally responsible for the selection, acquisition and disposition
of the portfolio securities by Witter, Inc.

[b]	Title of Class of Securities:	Common Stock

[c]	CUSIP Number:	00808M105





                                                Page 5 of 9


Item 3.	This Schedule is being filed pursuant to Rule 13d-1(b):

[a]	(  )	Broker or Dealer registered under Section 15 of the
		Act

[b]	(  )	Bank as defined in Section 3(a)(6) of the Act

[c]	(  )	Insurance Company as defined in Section 3(a)(19) of
		the Act

[d]	(  )	Investment Company registered under Section 8 of the
		Investment Company Act

[e]	(XX)	Investment Adviser registered under Section 203 of
		the Investment Advisers Act of 1940

[f]	(  )  Employee Benefit Plan, Pension Fund which is subject
		to the provisions of the Employee Retirement Income
		Security Act of 1974 or Endowment Fund; see
		$240 13d-1(b)(1)(ii)(F)

[g]	(  )	Parent Holding Company, in accordance with
		$ 240 13d-1(b)(ii)(G)

[h]	(   )	Group, in accordance with $ 240 13d-1(b)(1)(ii)(H)

See Exhibit A attached hereto.

Item 4.	Ownership:

[a]	Amount Beneficially Owned:

233,755 shares of Common Stock are beneficially owned by Witter, Inc.
and William D. Witter.

[ b]	Percent of Class:

3.8% of the Common Stock is beneficially owned by Witter, Inc. and
William D. Witter.





                                                Page 6 of 9


[c]	Number of Shares as to Which such Person has Rights to Vote
      and/or Dispose of Securities:

Witter, Inc. has the sole power to vote or to direct the vote of
233,755 shares.  William D. Witter has the sole power to vote or to
direct the vote of 233,755 shares by virtue of being the President
and primary owner of Witter, Inc. Witter, Inc. and William D. Witter
have the sole power to dispose or to direct the disposition of all
securities reported hereby which are beneficially owned respectively
by Witter, Inc. and William D. Witter.

Item 5.	Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following (X).

Item 6.	Ownership of More than Five Percent on Behalf of Another
            Person:

The shares owned directly by Witter, Inc. are held on behalf of
various clients of the firm.  These clients have the right to receive
or power to direct the receipt of dividends from, or the proceeds,
from the sale of, such securities.

Item 7.	Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company:

See Exhibit A attached hereto.

Item 8.	Identification and Classification of Members of a Group:  N/A

Item 9.	Notice of Dissolution of Group: N/A






                                                Page 7 of 9

Item 10.Certification:

The undersigned certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were acquired for the purpose of and
do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.










                                                Page 8 of 9





			SIGNATURE


After reasonable inquiry and to the best of his knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Dated:	February 5, 2002
            ________________


					WILLIAM D. WITTER, INC.


					By: /s/ William D. Witter
					     William D. Witter
					      President
















                                               Page 9 of 9





EXHIBIT A

This Exhibit explains the relationship between the Reporting Persons.
William D. Witter, Inc. is a New York corporation registered as an
investment adviser under the Advisers Act. Witter, Inc. serves as an
investment adviser for individuals and institutions. William D. Witter
is the President of William D. Witter, Inc.