SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2000 Commission File No.: 0-18393

WINLAND ELECTRONICS, INC.
(Name of small business issuer in its charter)

Minnesota
(State or other jurisdiction of
incorporation or organization)
41-0992135
(IRS Employer
Identification Number)

1950 Excel Drive, Mankato, Minnesota 56001
(Address of principal executive offices)

(507) 625-7231
(Issuer’s telephone number)


Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 par value per share

Securities registered pursuant to Section 12(g) of the Act: None



Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes    X     No_______

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form and no disclosure will be contained, to the best of Issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ]

Issuer’s revenues for fiscal year ended December 31, 2000: $ 19,500,336.

The aggregate market value of the Common Stock held by non-affiliates as of March 7, 2001 was approximately $4,428,000 based on the closing sale price of the Issuer’s Common Stock on such date.

There were 2,952,313 shares of Common Stock, $.01 par value, outstanding as of March 7, 2001.


DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference pursuant to Rule 12b-23: Portions of the Company’s Proxy Statement for its 2001 Annual Meeting are incorporated by reference into Items 9, 10 and 11 of Part III.

Transitional Small Business Disclosure Format (check one)   Yes___ No   X