AVX CORPORATION
---------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

1. Title of each class of securities to which transaction applies:

---------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:

---------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

---------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:

---------------------------------------------------------------
5. Total fee paid:

---------------------------------------------------------------

1. Amount Previously Paid:

---------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:

---------------------------------------------------------------
3. Filing Party:

---------------------------------------------------------------
4. Date Filed:

---------------------------------------------------------------

PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE, OR USE TELEPHONE OR INTERNET VOTING BEFORE THE ANNUAL MEETING.

Page 1

AVX Corporation
801 17th Avenue South, Myrtle Beach, SC 29577

Page 3

Terms expiring at the Annual Meeting in July of 2003

Terms expiring at the Annual Meeting in July of 2004

Page 4

Page 5

The Company expects to make option grants for another 30,000 shares of Common Stock to Non-Employee Directors during the fiscal year ended 2003.

There are no Federal tax consequences either to the Non-Employee Directors or to the Company upon the grant of an option. On exercise of an option, the excess of the date-of-exercise fair market value of the shares acquired over the option price will generally be taxable to the Non-Employee Director as ordinary income and deductible by the Company. The disposition of shares acquired upon exercise of the option generally result in a capital gain or loss for the Non-Employee Director but will have no tax consequences for the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE AMENDMENT TO THE NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.

The information provided in the above chart as to each director, director nominee and named executive officer, individually, and all directors, director nominees and executive officers as a group, is based on information received from such individuals. The ownership of such shares indicates such individuals hold sole voting and investment power over the shares except: Mr. Rosen, who shares voting rights and investment power of 32,896 AVX shares with his wife; Mr. Gilbertson, who shares voting rights and investment power of 1,000 AVX shares with his wife; and Mr. Lanthorne, who shares voting rights and investment power of 2,000 AVX shares and 3,051 Kyocera shares with his wife.

Page 7

Set forth below is a table indicating those persons whom the management of the Company believes to be beneficial owners of more than 5% of the Company's Common Stock as of May 24, 2002.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, officers and persons who own more than 10% of the Company's Common Stock, to file reports of ownership and changes in ownership of any class of the Company's registered equity securities with the Securities and Exchange Commission and the New York Stock Exchange. The Company believes that during the fiscal year ended March 31, 2002, all of its directors,officers and persons who hold more than 10% of the Company's Common Stock complied with all applicable Section 16(a) filing requirements.

The Board held four meetings during the fiscal year ended March 31, 2002. During that period, all the directors attended at least 75% of the meetings of the Board and meetings of the committees of the Board on which they served. The Board has the following standing committees and no nominating committee:

Executive Committee. The Executive Committee has been, and from time to time is, delegated authority by the Board to exercise the powers of the Board in matters pertaining to the management of the business. The Executive Committee held no meetings during the fiscal year ended March 31, 2002. The members of the Executive Committee are Messrs. Inamori (Chairman), Rosen, Itoh, Lanthorne and Umemura.

Audit Committee. The functions of the Audit Committee include (a) reviewing the independence of the Company's independent accountants and making recommendations to the full Board as to the engagement of the independent accountants, (b) reviewing with the independent accountants the plan and results of the audit engagement, (c) reviewing the periodic financial statements of the Company, and (d) reviewing proposed audit fees and other fees of the independent accountants. The Audit Committee held four meetings during the fiscal year ended March 31, 2002. The members of the Audit Committee are Messrs. Campbell (Chairman), Lucas and Tressler. The Board of Directors adopted a written charter for the Audit Committee in 2000. All members of the Audit Committee are independent as defined by the applicable listing standards of the New York Stock Exchange.

It is anticipated, subject to his election as a director at the Annual Meeting and subject to determinations to be made by the Board under applicable requirements of the New York Stock Exchange, that Mr. Christiansen will replace Mr. Lucas as a member of the Audit Committee.

Compensation Committee. The Compensation Committee has the full power and authority of the Board with respect to the determination of compensation for all executive officers of the Company. The Compensation Committee also has full power and authority over any compensation plan approved by the Board, other than the 1995 Stock Option Plan, including the issuance of shares of Common Stock, as the Compensation Committee may deem necessary or desirable in accordance with such compensation plans. The Compensation Committee held one meeting during the fiscal year ended March 31, 2002. The members of the Compensation Committee are Messrs. Inamori (Chairman), Itoh, Campbell and Tressler.

Equity Compensation Committee. The Equity Compensation Committee is responsible for any action on all matters concerning the 1995 Stock Option Plan. This committee consists of Messrs. Tressler (Chairman), Campbell and Lucas. The Equity Compensation Committee held no meetings during the fiscal year ended March 31, 2002.

Special Advisory Committee. The Special Advisory Committee is required to review and approve all material contracts and transactions between the Company and related parties. The Special Advisory Committee held one meeting during the fiscal year ended March 31, 2002. The members of the Special Advisory Committee are Messrs. Lucas (Chairman), Campbell and Tressler.

Page 8

Each director who is not an employee of the Company or Kyocera is paid an annual director's fee of $30,000, an attendance fee of $2,500 per Board or committee meeting and reimbursement of travel expenses. Each director who is an employee of Kyocera is paid an attendance fee of $2,500 per Board or committee meeting and reimbursement of travel expenses. In addition, each director who is not an employee of the Company is granted stock options pursuant to the Non-Employee Directors' Plan.

The Non-Employee Directors' Plan authorizes the issuance of 500,000 shares, making available the grant of an option to purchase 15,000 shares of Common Stock to each Non-Employee Director (not employed by AVX) as of the date on which a Non-Employee Director is elected for the first time and every third anniversary thereafter. The option becomes exercisable 33 1/3% one year after the date of the grant and an additional 33 1/3% at the end of each of the following two years, provided that the Non-Employee Director must continue to be a director at the date of exercise. However, if the Non-Employee Director's service terminates due to retirement, death or disability, his options shall thereupon become fully vested. Options have an exercise price equal to the fair market value (as defined in the plan) of the Common Stock on the date of grant. The Board administers this plan. The plan requires that options granted thereunder will expire on the date which is ten years after the date of grant, unless sooner terminated under the terms of the plan. Unless sooner terminated by action of the Board, the plan will terminate on August 1, 2005. Subject to certain exceptions that require shareholder approval, the plan may be amended or discontinued by the Board. Options granted under the plan are not assignable. There are no Federal tax consequences either to the Non-Employee Directors or to the Company upon the grant of an option. On exercise of an option, the excess of the date-of-exercise fair market value of the shares acquired over the option price will generally be taxable to the Non-Employee Director as ordinary income and deductible by the Company. The disposition of shares acquired upon exercise of an option will generally result in a capital gain or loss for the Non-Employee Director, but will have no tax consequences for the Company. AVX feels that it is important for members of the Board to be shareholders of the Company and to have an incentive to help the Company grow and prosper and to share in that prosperity.

The Deferred Compensation Plan for Eligible Board Members allows each outside director (not employed by AVX or Kyocera), at his election, to defer payment of certain portions of his compensation as a director. Deferrals are invested in an AVX Phantom Share Unit Fund. A director's deferred account is paid, at the director's election, either on the 10th anniversary of each annual deferral or upon his ceasing to be a member of the Board of Directors.

The following table shows cash compensation paid and certain other compensation paid or accrued by the Company related to the fiscal years ended March 31, 2002, 2001 and 2000 to each of the Company's most highly compensated executive officers, including the persons who served as Chief Executive Officer during 2002, in all capacities in which they served.

Page 9

The amounts shown for each named executive officer may exclude certain perquisites and other personal benefits that did not exceed, in the aggregate, the lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the named executive officer for any year included in this table.

Page 10

The following table sets forth information with respect to options exercised during fiscal 2002 by the named executive officers and fiscal year-end values of unexercised options held by the named executive officers at year-end (all of which were granted by the Company pursuant to the 1995 Stock Option Plan).

The Company has two stock option plans, both of which are shareholder approved plans. As of March 31, 2002, the number of options outstanding and remaining available under the approved plans were as follows:

1/ Members of the Board of Directors who are not employees of AVX or Kyocera are eligible to defer their annual director's fee and attendence fee in an AVX Phantom Share Unit Fund under the Deferred Compensation Plan for Eligible Board Members based on the Fair Market Value of the Common Stock at each Credit Date (all as defined in the plan). Payment of account balances to an eligible director (as prescribed in "Compensation of Directors" above) is payable in the form of a number of shares of Common Stock equal to the whole number of Phantom Shares Units (as defined) credited to such director under the plan. See "Compensation of Directors" above for more information.

During the fiscal year ended March 31, 2002, the Compensation Committee was comprised of Messrs. Inamori, Itoh, Campbell and Tressler and the Equity Compensation Committee was comprised of Messrs. Tressler, Campbell and Lucas. Dr. Inamori is Chairman Emeritus of the Board, and Mr. Itoh is Chairman of Kyocera. Kyocera owns 121,800,000 shares, or approximately 69.7%, of the Company's outstanding Common Stock as of May 24, 2002, and has engaged in a significant number and variety of related company transactions with the Company. The more significant arrangements and agreements between the Company and Kyocera are described under the caption "Relationship with Kyocera and Related Transactions" below. For additional information concerning positions with Kyocera held by officers and directors of the Company, see "Proposal I, Election of Directors, Nominations for the Board of Directors" above.

Page 11

This report provides an overview of the Company's executive compensation philosophy and describes the roles of the Compensation Committee and the Equity Compensation Committee.

The Compensation Committee, subject to review by the Board, makes determinations regarding salary levels and annual incentive bonus opportunities for executive officers, and performs other compensation related functions delegated to the Compensation Committee by the Board. The Equity Compensation Committee makes determinations regarding all option awards under the 1995 Stock Option Plan, including awards to executive officers.

The Company's compensation policy reflects a commitment to an executive compensation plan which enables the Company to attract, retain and motivate highly qualified management professionals. The Company's compensation philosophy is to directly align executive compensation with the financial performance of the organization. The Company believes that the relationship between executive compensation and Company performance will create benefit for all shareholders.

The executive compensation program has been developed by the Compensation Committee using various factors which include historical earnings, review of industry competition executive compensation plans, and consultation with compensation experts. The key elements of the executive compensation program are base salary, annual incentive bonus and stock options, in addition to those benefits provided under the Company's retirement plans.

The Compensation Committee or the Equity Compensation Committee, as applicable, review and approve each element of the Company's executive compensation program and periodically assess the effectiveness of the program as a whole. This program covers the Chief Executive Officer, the other named executive officers and all other executive officers of the Company. Specifically, the committees approve the salaries of all executive officers, cash awards under the Company's Management Incentive Plan ("MIP"), the grant of stock options under the 1995 Stock Option Plan, and the provision of any special benefits or perquisites to executive officers.

The base salary program is intended to provide base salary levels that are externally competitive and internally equitable, and to reflect each individual's sustained performance and cumulative contribution to the Company. Each executive officer's individual performance is reviewed to arrive at merit increase determinations. These merit increases are then reviewed within the context of the total merit increase budget to determine reasonableness.

The MIP provides for annual cash incentive compensation based on various performance measures for executive officer positions. Bonus awards are generally paid under the MIP if the Company's financial performance exceeds a predetermined performance target. The bonus awards for the Chief Executive Officer are based on a percentage of target profits. The rest of the executive officers' bonuses are derived from a pool based on a percentage of target profits. There were no bonus awards under the MIP for the fiscal year ended March 31, 2002, due to the Company's financial results for the fiscal year.

The 1995 Stock Option Plan is designed to reward executive officers and other key employees directly for appreciation in the long-term price of the Company's stock. The plan directly links the compensation of executive officers to gains by the shareholders and encourages executive officers to adopt a strong stakeholder orientation in their work. The 1995 Stock Option Plan also places what can be a significant element of compensation at risk because the options have no value unless there is appreciation over time in the value of Company stock.

With the understanding that the value (if any) of stock options is based on future performance, the Company bases stock option grants on levels of expected value for long-term incentive grants among other companies and other comparable corporate employers. The Equity Compensation Committee periodically reviews the practices, grant levels and grant values of other companies to ensure the plan continues to meet the Company's objectives. There were no grants of stock options under the 1995 Stock Option Plan for the fiscal year ended March 31, 2002.

Page 12

Miscellaneous benefits offered to executive officers are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death. Benefits offered to executive officers are largely the same as those offered to the general employee population, with some variation, primarily to promote tax efficiency and replacement of benefit opportunities lost due to regulatory limits.

As Chief Executive Officer of the Company, Mr. Gilbertson's base salary reflects his substantial responsibilities. Based on these responsibilities, the Board awarded Mr.Gilbertson a base salary of $558,000 for fiscal year 2002. As indicated above, Mr. Gilbertson did not receive a bonus award under the MIP for fiscal year 2002 due to the Company's financial results for the fiscal year.

With respect to Section 162(m) of the Internal Revenue Code of 1986 as amended and the underlying Internal Revenue Service (the "IRS") regulations pertaining to the deductibility of compensation to certain executive officers in excess of $1 million, the Compensation Committee has adopted a policy that it will attempt to comply with such limitations, to the extent practicable, including through its presentation of incentive compensation plans to the shareholders, for approval, where appropriate. However, the Compensation Committee has also determined that some flexibility is required, notwithstanding these IRS regulations, in negotiating and implementing the Company's incentive compensation program. It has, therefore, retained the option to award some bonus payments based on non-quantitative performance objectives and other criteria, which it may determine, at its discretion, from time to time.

The Compensation Committee and the Equity Compensation Committee believe the executive compensation program is adequate to accomplish the program's goals of attracting, retaining and motivating highly qualified management professionals. The Committees believe the executive compensation program is fair to both the executive officers and the Company.

SUBMITTED BY THE COMPENSATION AND THE EQUITY COMPENSATION COMMITTEES OF THE BOARD:

Kazuo Inamori, Chairman of Compensation Committee
Carroll A. Campbell, Jr.
Kensuke Itoh
Richard Tressler

Richard Tressler, Chairman of Equity Compensation Committee
Carroll A. Campbell, Jr.
Henry C. Lucas

In connection with the March 31, 2002 financial statements, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the Company's independent accountants the matters required by Statement on Auditing Standards No. 61; and (3) received and discussed with the independent accountants the matters required by Independence Standards Board Statement No. 1 and discussed with the independent accountants their independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD:

Carroll A. Campbell, Jr., Chairman

Henry Lucas

Richard Tressler

Page 13

Mr. Rosen is Chairman of the AVX Board of Directors and devotes part time to the Company's operations. His current compensation includes one-half of his base salary for fiscal year 2000, and he is entitled to all of his previous miscellaneous benefits. He no longer participates in bonus awards under the MIP related to periods after July 25, 2001. This arrangement may be terminated by the Company's Board of Directors or Mr. Rosen upon 90 days notice, at which time Mr. Rosen would retire from the Company.

Mr. Rosen and Mr. Gilbertson each have employment agreements that provide for a two-year advisory period upon retirement from the Company. During this advisory period, each of them will receive an annual payment equivalent to his most recent base salary as a full time employee. If Mr. Rosen or Mr. Gilbertson dies prior to or during the advisory period, their heirs will be entitled to the payments they would have received.

Since January 1990, Kyocera and AVX have engaged in a significant number and variety of related party transactions, including, without limitation, the transactions referred to in the consolidated financial statements in AVX's Annual Report on Form 10-K for the fiscal year ended March 31, 2002. AVX also has established several ongoing arrangements with Kyocera and has executed several agreements, the more significant of which are described below. In the fiscal year ended March 31, 2002, AVX had purchases of $271.4 million from Kyocera, made other commission and rent payments of $1.3 million to Kyocera and received sales and other revenue of $36.3 million from Kyocera under these agreements. Except for the Buzzer Assembly Agreement, each of the agreements described below contains provisions requiring that the terms of any transaction under such agreement be equivalent to that to which an independent unrelated party would agree at arm's-length and is subject to the approval of the Special Advisory Committee of the AVX Board of Directors. The Special Advisory Committee is comprised of the independent directors of AVX and is required to review and approve such agreements and any other significant transactions between AVX and Kyocera not covered by such agreements.

Products Supply and Distribution Agreement. Pursuant to the Products Supply and Distribution Agreement (the "Distribution Agreement") (i) AVX will act as the non-exclusive distributor of certain Kyocera-manufactured products in certain territories outside of Japan, and (ii) Kyocera will act as the non-exclusive distributor of certain AVX-manufactured products within Japan. The Distribution Agreement has a term of one year, with automatic one-year renewals, subject to the right of termination by either party at the end of the then current term upon at least three months prior written notice.

Disclosure and Option to License Agreement. Pursuant to the Disclosure and Option to License Agreement (the "License Agreement"), AVX and Kyocera exchange confidential information relating to the development and manufacture of multi-layered ceramic capacitors and various other ceramic products, as well as the license of technologies in certain circumstances. The expiration date of the License Agreement is March 31, 2005.

Materials Supply Agreement. Pursuant to the Materials Supply Agreement (the "Supply Agreement"), AVX and Kyocera will from time to time supply the other party with certain raw and semi-processed materials used in the manufacture of ceramic capacitors and other ceramic products. The Supply Agreement will expire on March 31, 2005.

Buzzer Assembly Agreement. Pursuant to the Buzzer Assembly Agreement (the "Buzzer Agreement"), AVX assembles certain electronic components for Kyocera in AVX's Juarez, Mexico facility. Kyocera pays AVX a fixed cost mutually agreed upon by the parties for each component assembled, plus a profit margin. The Buzzer Agreement has automatic one-year renewals, subject to the right of either party to terminate upon six months written notice.

Machinery and Equipment Purchase Agreement. Pursuant to the Machinery and Equipment Purchase Agreement (the "Machinery Purchase Agreement"), AVX and Kyocera will from time to time design and manufacture for the other party certain equipment and machinery of a proprietary and confidential nature used in the manufacture of capacitors and other electronic components. The Machinery Purchase Agreement will terminate on March 31, 2005.

Page 14

The following chart compares the percentage change in the cumulative total shareholder return on the Company's Common Stock from March 31, 1997 through March 31, 2002, with the cumulative total return of the S&P 500 Stock Index and a Peer Group Index for such period.

The "Peer Group" is comprised of the following companies: Amphenol, Kemet, Methode, Molex and Vishay. The Stock Price Performance Graph above and the foregoing Report of the Compensation Committee and Equity Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing with the Securities and Exchange Commission under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

If any shareholder intends to present a proposal to the Company for inclusion in its proxy statement relating to the annual meeting of shareholders expected to be held in July 2003, or wishes to recommend nominees to the Board, such proposal, in writing and addressed to the Corporate Secretary, must be received by the Company no later than February 20, 2003.

In general, shareholder proposals intended to be presented at an annual meeting, including proposals for the nomination of directors, must be received by the Company no less than 60 days, but no more than 90 days, in advance of the meeting in order to be considered timely under the By-laws of the Company; provided, however, if less than 70 days prior notice is given for an annual meeting, proposals must be received within ten days of the mailing or public disclosure of such notice.

Page 15

Proxy Solicitation

The entire cost of this solicitation will be borne by the Company, including reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable expenses in sending proxy materials to the beneficial owners of stock. Solicitation will primarily be made by mail, but proxies may be solicited personally, by telephone or by facsimile. In addition, the Company has retained American Stock Transfer & Trust Company to assist in the solicitation of proxies at a fee estimated to be $20,000, excluding out-of-pocket expenses.

Requests for a copy of AVX's Annual Report on Form 10-K filed with the Securities and Exchange Commission should be directed to the Corporate Secretary of AVX Corporation, PO Box 867, Myrtle Beach, South Carolina 29578.

By order of the Board,

/s/ Kurt P. Cummings
Kurt Cummings
Corporate Secretary

June 20, 2002

Page 16