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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                             (Amendment No._1____)*

                              WMS Industries, Inc.
 ------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    929297109
                         ------------------------------
                                 (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 Securities 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).

SEC 1745 (10-88)



-------------------------                                  -------------------
  CUSIP NO.  929297109                                      Page 2 of 5 Pages
-------------------------                                  -------------------

------------------------------------------------------------------------------
      NAMES OF REPORTING PERSONS.
1     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

      ARIEL CAPITAL MANAGEMENT, INC.
      IRS ID # 36-3219058
------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 2                                                              (a) [_]
      Not Applicable                                            (b) [_]
------------------------------------------------------------------------------
      SEC USE ONLY
 3
------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4
      Illinois Corporation
------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5
     NUMBER OF            Ariel - 2,217,250
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
     OWNED BY             Ariel - 0
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7
    REPORTING             Ariel - 2,307,050
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          Ariel - 0
------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9
      Ariel - 2,307,050
------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
      Not Applicable
------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
      Ariel - 2,307,050 / 32,189,807 = 7.17%
------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON *(SEE INSTRUCTIONS)
12
      Ariel - IA
------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILING OUT!

*     This report is being made on behalf of John W. Rogers, Jr., Chairman and
Chief Executive Officer of Ariel Capital Management, Inc., who may be deemed to
have beneficial ownership of the securities of the issuer. Mr. Rogers disclaims
beneficial ownership of shares held by Ariel Capital Management, Inc.



                                                                Date:  12/31/01
                                                                       --------
                                                                    Page 3 of 5

Item 1(a)    Name of Issuer

             WMS Industries, Inc.
             --------------------

Item 1(b)    Address of Issuer's Principal Executive Offices

             800 South Northpoint Blvd; Waukegan, IL 60085
             ---------------------------------------------

Item 2(a)    Name of Person Filing

             Ariel Capital Management, Inc.
             ------------------------------

Item 2(b)    Address of Principal Business Office:

             200 E. Randolph Drive, Suite 2900, Chicago, IL 60601
             ----------------------------------------------------

Item 2(c)    Citizenship:

             an Illinois corporation
             -----------------------

Item 2(d)    Title of Class of Securities:

             Common Stock
             -------------

Item 2(e)    CUSIP Number

             929297109
             ---------

Item 3.      This statement is filed pursuant to 13d-1(b) or 13d-2(b) and the
             person filing is an investment adviser registered under section
             203 of the Investment Advisers Act of 1940.

Item 4.      Ownership.

             (a)  Amount beneficially owned:

                  (See Page 2, No. 9)
                  -------------------




                                                               Date:  12/31/01
                                                                      --------
                                                                   Page 4 of 5

             (b)  Percent of class:

                  (See Page 2, No. 11)
                  --------------------

             (c)  Number of shares as to which the person has:
                  (i)   Sole power to vote or to direct the vote
                        (See Page 2, No. 5)
                        -------------------

                  (ii)  Shared power to vote or to direct the vote
                        (See Page 2, No. 6)
                        -------------------

                  (ii)  Sole power to dispose or to direct the
                        disposition of (See Page 2, No. 7)
                                       -------------------

                  (iii) Shared power to dispose or to direct the
                        disposition of (See Page 2, No. 8)
                                       -------------------

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: [_]

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

                  All securities reported upon this Schedule are owned by
             investment advisory clients of Ariel Capital Management, Inc.,
             no one of which to the knowledge of Ariel Capital Management,
             Inc. owns 5% or more of the class.

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

             Not Applicable
             --------------

Item 8.      Identification and Classification of Members of the Group.

             Not Applicable
             --------------

Item 9.      Notice of Dissolution of a Group

             Not Applicable
             --------------

Item 10.     Certification

                 By signing below I certify that, to the best of my knowledge
             and belief, the securities referred to above were acquired and
             are held in the ordinary course of business and were not acquired
             and are not held for the purpose of or with the effect of changing
             or influencing the control of the issuer of the securities
             and were not acquired and are not held in connection with or as a
             participant in any transaction having that purpose or effect.



                                                               Date:   12/31/01
                                                                       --------
                                                                   Page 5 of 5

                                    SIGNATURE

        The undersigned hereby agree that this statement is being filed on
behalf of each of them and hereby certify, after reasonable inquiry and to the
best of their knowledge and belief, that the information set forth in this
statement is true, complete and correct.

                                      ARIEL CAPITAL MANGEMENT, INC.


                                      By:   /s/ Eric T. McKissack
                                          ----------------------------------
                                                Eric T. McKissack
                                                Co-Chief Investment Officer and
                                                Senior Vice President

                                      JOHN W. ROGERS, JR.*
                                      -------------------
                                      JOHN W. ROGERS, JR.


                                      *By:  /s/ Eric T. McKissack
                                            ----------------------
                                                Eric T. McKissack

DATED:  April 3, 2000
        -------------

        * Eric T. McKissack signs this document on behalf of John W. Rogers, Jr.
pursuant to the power of attorney attached as Exhibit 1 to the Schedule 13G
filed with the Securities and Exchange Commission on or about January 10, 1994,
on behalf of Ariel Capital Management, Inc. and John W. Rogers, Jr. with respect
to Oshkosk B'Gosh, Incorporated, which said power of attorney is hereby
incorporated by reference.