
FORM 5 / / Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. *See* Instruction 1(b). / / Form 3 Holdings Reported / / Form 4 Transactions Reported		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940		OMB APPROVAL OMB Number: 3235-0362 Expires: PENDING Estimated average burden hours per response .... 1.0

Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

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

Boyle

Matthew

Tech/Ops Sevcon Inc. (TO)

X Director

10% Owner

(Last)

(First)

(Middle)

I.R.S Identification Number of Reporting Person, if an entity (voluntary)

Statement for Month/Year

X Officer
(give title below)

Other
(specify below)

9 Park Drive Hepscott Park

September 2002

President & C.E.O.

(Street)

If Amendment, Date of Original (Month/Year)

Individual or Joint/Group Reporting
(check applicable line)
X Form filed by One Reporting Person
Form filed by More than

Morpeth

United Kingdom

NE61 6QA

One Reporting Person

(City)

(State)

(Zip)

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

Title of Security
(Instr. 3)

Transaction Date
(Month/ Day/ Year)

Transaction Code
(Instr. 8)

Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Instr. 3 and 4)

Amount

(A) or (D)

Price

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		(Over)
		SEC 2270 (1/3/02)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.

FORM 5 (Continued)

Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)

Title of Derivative Security
(Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date
(Month/Day/Year)

Transaction Code
(Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

(A)

(D)

Date Exercisable

Expiration Date

Option (Right to buy)

$9.605

November 6, 2001

10,000

11/06/2011


7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)	10.	Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

Explanation of Responses: * Excersiable 10% per year beginning November 06, 2002

	/s/ Matthew Boyle	11/12/2002
*Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See* 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	**Signature of Reporting Person	Date

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

		Page 2 SEC 2270 (1/3/02)

ITEL RAIL CORP 5