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



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Form 10-Q

(Mark One)



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
|--- | ----------------------------------------------------------------------------------------

For the Quarterly Period Ended September 29, 2002

OR



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
|----- | -----------------------------------------------------------------------------------------

For the transition period from ____________ to ____________

Commission File Number 0-24758

MICRO LINEAR CORPORATION
(Exact name of Registrant as specified in its charter)

|                                                                                   |  |                                                   
|---------------------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)            |  | 94-2910085
(I.R.S. Employer
Identification Number)
|                                                                                   |  |                                                   
|2050 Concourse Drive
San Jose, California
(Address of principal executive offices) |  | 95131
(Zip Code)                                  

Registrants telephone number, including area code: (408) 433-5200

Indicate by check mark whether the Registrant (1) has filed all reports 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [   ]

The number of shares of the Registrants Common Stock outstanding as of
October 31, 2002, net of shares held in treasury, was 12,096,722.



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TABLE OF CONTENTS



|                              |                                                                                               |                                                                |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS               
|                              |                                                                                               | UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS     
|                              |                                                                                               | UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                              | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION   
|                              | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                              | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                   
|CERTIFICATIONS               



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TABLE OF CONTENTS

|                                                                 |  |                                                                                       |    |                                                                                                                                            |    |      |   | 
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|                                                                 |  |                                                                                       |    |                                                                                                                                            |    | PAGE
|                                                                 |  |                                                                                       |    |                                                                                                                                            |    |     
|PART I.                                                          |  | FINANCIAL INFORMATION                                                                 |    |                                                                                                                                            |    |     
|Item 1.                                                          |  | Financial Statements                                                                  |    |                                                                                                                                            |    |     
|                                                                 |  |                                                                                       |    | Unaudited Consolidated Condensed Balance Sheet at September 30, 2002 and Audited Consolidated
Condensed Balance Sheet at December 31, 2001 |    |      | 3 | 
|                                                                 |  |                                                                                       |    | Unaudited Consolidated Condensed Statements of Operations for the three and nine months ended
September 30, 2002 and 2001                  |    |      | 4 | 
|                                                                 |  |                                                                                       |    | Unaudited Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2002
and 2001                            |    |      | 5 | 
|                                                                 |  |                                                                                       |    | Notes to Unaudited Consolidated Condensed Financial Statements                                                                             |    |      | 6 | 
|Item 2.                                                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |    |                                                                                                                                            | 9  |     
|Item 3.                                                          |  | Quantitative and Qualitative Disclosures about Market Risk                            |    |                                                                                                                                            | 22 |     
|Item 4.                                                          |  | Controls and Procedures                                                               |    |                                                                                                                                            | 22 |     
|PART II.                                                         |  | OTHER INFORMATION                                                                     |    |                                                                                                                                            |    |     
|Item 1.                                                          |  | Legal Proceedings                                                                     |    |                                                                                                                                            | 24 |     
|Item 4.                                                          |  | Submission of Matters to a Vote of Security Holders                                   |    |                                                                                                                                            | 24 |     
|Item 6.                                                          |  | Exhibits and Reports on Form 8-K                                                      |    |                                                                                                                                            | 24 |     
|SIGNATURES                                                       |  |                                                                                       | 25 |                                                                                                                                           
|CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT |  |                                                                                       |    |                                                                                                                                           
|Certification of the Chief Executive Officer                     |  |                                                                                       |    |                                                                                                                                           
|Certification of the Chief Financial Officer                     |  |                                                                                       |    |                                                                                                                                           

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PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




MICRO LINEAR CORPORATION
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)

|                                     |                                              |                            |                                            |         |               |        |              |         |        |        | 
|------------------------------------ | -------------------------------------------- | -------------------------- | ------------------------------------------ | ------- | ------------- | ------ | ------------ | ------- | ------ | ------ | 
|                                     |                                              |                            |                                            |         | September 30, |        | December 31,
|                                     |                                              |                            |                                            |         | 2002          |        | 2001        
|                                     |                                              |                            |                                            |         |               |        |             
|Assets                               |                                              |                            |                                            |         |               |        |              |        
|Current assets:                      |                                              |                            |                                            |         |               |        |              |        
|                                     | Cash and cash equivalents                    |                            | $                                          | 15,289  |               |        | $            | 14,888  |       
|                                     | Short-term investments                       |                            |                                            | 13,333  |               |        |              | 13,018  |       
|                                     | Accounts receivable, net                     |                            |                                            | 436     |               |        |              | 1,301   |       
|                                     | Inventories                                  |                            |                                            | 2,792   |               |        |              | 3,632   |       
|                                     | Other current assets                         |                            |                                            | 1,099   |               |        |              | 1,135   |       
|                                     |                                              |                            |                                            |         |               |        |              |        
|                                     |                                              | Total current assets       |                                            |         | 32,949        |        |              |         | 33,974 |       
|Property, plant and equipment, net   |                                              |                            | 8,951                                      |         |               |        | 10,326       |        
|Other assets                         |                                              |                            | 115                                        |         |               |        | 213          |        
|                                     |                                              |                            |                                            |         |               |        |              |        
|                                     |                                              |                            | Total assets                               |         | $             | 42,015 |              |         | $      | 44,513 | 
|                                     |                                              |                            |                                            |         |               |        |              |        
|Liabilities and Stockholders Equity |                                              |                            |                                            |         |               |        |              |        
|Current liabilities:                 |                                              |                            |                                            |         |               |        |              |        
|                                     | Accounts payable                             |                            | $                                          | 1,783   |               |        | $            | 2,361   |       
|                                     | Accrued compensation and benefits            |                            |                                            | 827     |               |        |              | 1,679   |       
|                                     | Deferred income on shipments to distributors |                            |                                            | 2,527   |               |        |              | 2,888   |       
|                                     | Accrued commissions                          |                            |                                            | 222     |               |        |              | 282     |       
|                                     | Other accrued liabilities                    |                            |                                            | 1,893   |               |        |              | 1,950   |       
|                                     | Current portion of long-term debt            |                            |                                            | 239     |               |        |              | 239     |       
|                                     |                                              |                            |                                            |         |               |        |              |        
|                                     |                                              | Total current liabilities  |                                            |         | 7,491         |        |              |         | 9,399  |       
|Long-term debt                       |                                              |                            | 2,126                                      |         |               |        | 2,308        |        
|                                     |                                              |                            |                                            |         |               |        |              |        
|                                     |                                              |                            | Total liabilities                          |         |               | 9,617  |              |         |        | 11,707 | 
|                                     |                                              |                            |                                            |         |               |        |              |        
|Stockholders equity:                |                                              |                            |                                            |         |               |        |              |        
|                                     | Common stock                                 |                            |                                            | 15      |               |        |              | 15      |       
|                                     | Additional paid-in capital                   |                            |                                            | 60,096  |               |        |              | 59,945  |       
|                                     | Notes receivable from stockholders           |                            |                                            |        |               |        |              | (6      | )     
|                                     | Accumulated deficit                          |                            |                                            | (7,500  | )             |        |              | (7,000  | )     
|                                     | Accumulated other comprehensive income       |                            |                                            | 20      |               |        |              | 85      |       
|                                     | Treasury stock                               |                            |                                            | (20,233 | )             |        |              | (20,233 | )     
|                                     |                                              |                            |                                            |         |               |        |              |        
|                                     |                                              | Total stockholders equity |                                            |         | 32,398        |        |              |         | 32,806 |       
|                                     |                                              |                            |                                            |         |               |        |              |        
|                                     |                                              |                            | Total liabilities and stockholders equity |         | $             | 42,015 |              |         | $      | 44,513 | 
|                                     |                                              |                            |                                            |         |               |        |              |        

See accompanying notes to unaudited consolidated condensed financial statements.

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MICRO LINEAR CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |         |        |        | 
|-------------------------- | ----------------------------------- | --------------------------------------------------------------- | ------------------------ | ----- | ------------------ | ----- | ----------------- | ------ | ------ | ----- | ------ | ------ | ------ | ------ | ------ | ------- | ------ | ------ | 
|                           |                                     |                                                                 |                          |       | THREE MONTHS ENDED |       | NINE MONTHS ENDED
|                           |                                     |                                                                 |                          |       | SEPTEMBER 30,      |       | SEPTEMBER 30,    
|                           |                                     |                                                                 |                          |       |                    |       |                  
|                           |                                     |                                                                 |                          |       | 2002               |       | 2001              |        | 2002   |       | 2001  
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |       
|Net revenues               |                                     | $                                                               | 9,286                    |       |                    | $     | 7,406             |        |        | $     | 23,762 |        |        | $      | 16,756 |        
|Cost of revenues           |                                     |                                                                 | 4,030                    |       |                    |       | 3,833             |        |        |       | 10,269 |        |        |        | 8,125  |        
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           | Gross margin                        |                                                                 |                          | 5,256 |                    |       |                   | 3,573  |        |       |        | 13,493 |        |        |        | 8,631   |       
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|Operating expenses:        |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           | Research and development            |                                                                 |                          | 3,891 |                    |       |                   | 4,328  |        |       |        | 12,160 |        |        |        | 11,790  |       
|                           | Selling, general and administrative |                                                                 |                          | 2,029 |                    |       |                   | 2,395  |        |       |        | 6,115  |        |        |        | 7,255   |       
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           |                                     |                                                                 | Total operating expenses |       |                    | 5,920 |                   |        |        | 6,723 |        |        |        | 18,275 |        |         |        | 19,045 | 
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           | Loss from operations                |                                                                 |                          | (664  | )                  |       |                   | (3,150 | )      |       |        | (4,782 | )      |        |        | (10,414 | )     
|Interest and other income  |                                     |                                                                 | 135                      |       |                    |       | 392               |        |        |       | 571    |        |        |        | 1,955  |        
|Interest and other expense |                                     |                                                                 | (65                      | )     |                    |       | (69               | )      |        |       | (199   | )      |        |        | (1,312 | )      
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           | Loss before income taxes            |                                                                 |                          | (594  | )                  |       |                   | (2,827 | )      |       |        | (4,410 | )      |        |        | (9,771  | )     
|Benefits
from income taxes |                                     |                                                                 | (3,989                   | )     |                    |       |                  |        |        |       | (3,910 | )      |        |        |       |        
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           | Net
income (loss)                   |                                                                 | $                        | 3,395 |                    |       | $                 | (2,827 | )      |       | $      | (500   | )      |        | $      | (9,771  | )     
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|Basic:                     |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           |                                     | Net
income (loss) per share                                     |                          | $     | 0.28               |       |                   | $      | (0.24  | )     |        | $      | (0.04  | )      |        | $       | (0.82  | )     
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           |                                     | Weighted
average number of shares used in per share computation |                          |       | 12,079             |       |                   |        | 11,940 |       |        |        | 12,068 |        |        |         | 11,909 |       
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|Diluted:                   |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                          
|                           |                                     | Net
income (loss) per share                                     |                          | $     | 0.28               |       |                   | $      | (0.24  | )     |        | $      | (0.04  | )      |        | $       | (0.82  | )     
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        
|                           |                                     | Weighted
average number of shares used in per share computation |                          |       | 12,239             |       |                   |        | 11,940 |       |        |        | 12,068 |        |        |         | 11,909 |       
|                           |                                     |                                                                 |                          |       |                    |       |                   |        |        |       |        |        |        |        |        |        

See accompanying notes to unaudited consolidated condensed financial statements.

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MICRO LINEAR CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

|                                                    |                                                      |                                                     |       |                   |        |      |        |         |        | 
|--------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------- | ----- | ----------------- | ------ | ---- | ------ | ------- | ------ | 
|                                                    |                                                      |                                                     |       | Nine Months Ended
|                                                    |                                                      |                                                     |       | September 30,    
|                                                    |                                                      |                                                     |       |                  
|                                                    |                                                      |                                                     |       | 2002              |        | 2001
|                                                    |                                                      |                                                     |       |                   |        |     
|Net cash provided by (used in) operating activities |                                                      | $                                                   | 1,205 |                   |        | $    | (7,310 | )      
|Investing activities:                               |                                                      |                                                     |       |                   |        |      |        |        
|                                                    | Purchase of capital equipment                        |                                                     |       | (282              | )      |      |        | (1,378  | )     
|                                                    | Proceeds from sale of equipment                      |                                                     |       |                  |        |      |        | 7       |       
|                                                    | Proceeds from notes receivable                       |                                                     |       |                  |        |      |        | 2,690   |       
|                                                    | Purchases of short-term investments                  |                                                     |       | (11,082           | )      |      |        | (17,889 | )     
|                                                    | Sales of short-term investments                      |                                                     |       | 10,702            |        |      |        | 18,599  |       
|                                                    |                                                      |                                                     |       |                   |        |      |        |        
|                                                    |                                                      | Net cash provided by (used in) investing activities |       |                   | (662   | )    |        |         | 2,029  | 
|                                                   
|Financing activities:                               |                                                      |                                                     |       |                   |        |      |        |        
|                                                    | Principal payments on debt                           |                                                     |       | (182              | )      |      |        | (168    | )     
|                                                    | Proceeds from issuance of common stock               |                                                     |       | 40                |        |      |        | 195     |       
|                                                    |                                                      |                                                     |       |                   |        |      |        |        
|                                                    |                                                      | Net cash provided by (used in) financing activities |       |                   | (142   | )    |        |         | 27     | 
|                                                    |                                                      |                                                     |       |                   |        |      |        |        
|                                                    | Net increase (decrease) in cash and cash equivalents |                                                     |       | 401               |        |      |        | (5,254  | )     
|                                                    | Cash and cash equivalents at beginning of period     |                                                     |       | 14,888            |        |      |        | 17,664  |       
|                                                    |                                                      |                                                     |       |                   |        |      |        |        
|                                                    |                                                      | Cash and cash equivalents at end of period          |       | $                 | 15,289 |      |        | $       | 12,410 | 
|                                                    |                                                      |                                                     |       |                   |        |      |        |        

See accompanying notes to unaudited consolidated condensed financial statements.

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MICRO LINEAR CORPORATION
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. Description of Business

Micro Linear Corporation is a worldwide supplier of integrated circuits to
the communications market. Our products are used in high-speed networks and
wireless applications, supporting broadband digital voice, data and video
transmission in the enterprise and the home. Our headquarters are in San Jose,
California. In addition to our San Jose engineering group, we have design
centers in Salt Lake City, Utah and Cambridge, England. We operate in a single
industry segment, and serve our customers through worldwide direct sales,
manufacturers representatives, and distributors.

2. Summary of Significant Accounting Policies

Fiscal Year

We report results of operations on the basis of fifty-two or fifty-three
week periods, ending on the Sunday closest to December 31. Fiscal year 2001
ended on December 30, 2001. The third quarter of each year ends on the Sunday
closest to September 30. The third quarter of 2001 ended on September 30,
2001. The third quarter of 2002 ended on September 29, 2002. For presentation
purposes, the unaudited consolidated condensed financial statements refer to
the calendar month or year end of each period.

Principles of Consolidation

The consolidated financial statements include the accounts of Micro Linear
Corporation and our subsidiary in the United Kingdom. All significant
intercompany accounts and transactions have been eliminated.

Basis of Presentation

The unaudited consolidated condensed financial statements included herein
have been prepared by us in accordance with accounting principles generally
accepted in the United States of America and reflect all adjustments,
consisting of normal recurring adjustments, which in the opinion of management
are necessary to state fairly our financial position, results of operations,
and cash flows for the periods presented.

The
unaudited consolidated condensed financial statements and notes should be read
in conjunction with the consolidated financial statements and notes in the
Annual Report on Form 10-K for the year ended December 30, 2001, filed with the
Securities and Exchange Commission on April 1, 2002.

Use of Estimates

The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date of
the financial statements as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates, and such differences may be material to the financial
statements.

3. Financial Statement Details

Inventories consist of the following (in thousands):

|                |                   |   |               |       |              |   |       |       | 
|--------------- | ----------------- | - | ------------- | ----- | ------------ | - | ----- | ----- | 
|                |                   |   | September 30, |       | December 31,
|                |                   |   | 2002          |       | 2001        
|                |                   |   |               |       |             
|Work-in-process |                   | $ | 851           |       |              | $ | 1,535 |      
|Finished goods  |                   |   | 1,941         |       |              |   | 2,097 |      
|                |                   |   |               |       |              |   |       |      
|                | Total inventories |   | $             | 2,792 |              |   | $     | 3,632 | 
|                |                   |   |               |       |              |   |       |      

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Property, plant and equipment consist of the following (in thousands):

|                                          |                                    |   |               |        |              |   |        |        | 
|----------------------------------------- | ---------------------------------- | - | ------------- | ------ | ------------ | - | ------ | ------ | 
|                                          |                                    |   | September 30, |        | December 31,
|                                          |                                    |   | 2002          |        | 2001        
|                                          |                                    |   |               |        |             
|Land                                      |                                    | $ | 2,850         |        |              | $ | 2,850  |       
|Buildings and improvements                |                                    |   | 5,519         |        |              |   | 5,519  |       
|Machinery and equipment                   |                                    |   | 14,149        |        |              |   | 14,105 |       
|Assets held for sale                      |                                    |   | 3,414         |        |              |   | 3,414  |       
|                                          |                                    |   |               |        |              |   |        |       
|                                          | Property, plant and equipment      |   | $             | 25,932 |              |   | $      | 25,888 | 
|Accumulated depreciation and amortization |                                    |   | 16,981        |        |              |   | 15,562 |       
|                                          |                                    |   |               |        |              |   |        |       
|                                          | Property, plant and equipment, net |   | $             | 8,951  |              |   | $      | 10,326 | 
|                                          |                                    |   |               |        |              |   |        |       

Related Party Transaction

In May 2002, Timothy Richardson was elected as President and Chief
Executive Officer of the Company. We extended a bridge loan to Mr. Richardson
in June 2002, to assist him in purchasing a home in California pending the sale
of his existing residence. The $450,000 loan is secured by a first mortgage on
Mr. Richardsons home in Georgia. The loan bears interest at the prime rate,
which is 4.75%. Principal and interest will be due upon the sale of the Georgia
home or, if earlier, six months after the date of the loan.

Benefits from Income Taxes

The benefits from income taxes for the nine months ended September 30, 2002
consists of a small amount of foreign tax expense and a $4.0 million benefit of
carrying back losses to profitable years and claiming current refunds resulting
from a tax law change in March, 2002. We believe that the available objective
evidence creates sufficient uncertainty regarding the realizability of the
deferred tax assets such that we have recorded a full valuation allowance for
the remaining deferred tax assets.

Comprehensive Income

For the three and nine months ended September 30, 2002 and 2001,
comprehensive loss, which consists of the net loss for the periods and
unrealized gain or loss on short-term marketable securities, is as follows (in
thousands):

|                                               |                                                      |   |                    |    |                   |   |        |    |      |   |      |     |   |   |        |     | 
|---------------------------------------------- | ---------------------------------------------------- | - | ------------------ | -- | ----------------- | - | ------ | -- | ---- | - | ---- | --- | - | - | ------ | --- | 
|                                               |                                                      |   | Three Months Ended |    | Nine Months Ended
|                                               |                                                      |   | September 30,      |    | September 30,    
|                                               |                                                      |   |                    |    |                  
|                                               |                                                      |   | 2002               |    | 2001              |   | 2002   |    | 2001
|                                               |                                                      |   |                    |    |                   |   |        |    |     
|Net income (loss)                              |                                                      | $ | 3,395              |    |                   | $ | (2,827 | )  |      | $ | (500 | )   |   | $ | (9,771 | )  
|Accumulated Other Comprehensive Income (Loss): |                                                      |   |                    |    |                   |   |        |    |      |   |      |     |   |   |        |    
|                                               | Unrealized gain (loss) on marketable securities, net |   |                    | (5 | )                 |   |        | 70 |      |   |      | (65 | ) |   |        | 112 | 
|                                               |                                                      |   |                    |    |                   |   |        |    |      |   |      |     |   |   |        |    
|Comprehensive Loss                             |                                                      | $ | 3,390              |    |                   | $ | (2,757 | )  |      | $ | (565 | )   |   | $ | (9,659 | )  
|                                               |                                                      |   |                    |    |                   |   |        |    |      |   |      |     |   |   |        |    

Earnings Per Share

Following is a reconciliation of the basic and diluted loss per share
computations (in thousands, except per share amounts):

|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |   |        |   | 
|-------- |  | ------------------------------------------ |  | - | ------------------ |  | ----------------- | - | ------ | - | ---- | - | ------ | - |  | - | ------ | - | 
|         |  |                                            |  |   | THREE MONTHS ENDED |  | NINE MONTHS ENDED
|         |  |                                            |  |   | SEPTEMBER 30,      |  | SEPTEMBER 30,    
|         |  |                                            |  |   |                    |  |                  
|         |  |                                            |  |   | 2002               |  | 2001              |   | 2002   |   | 2001
|         |  |                                            |  |   |                    |  |                   |   |        |   |     
|Basic:   |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Net
income (loss)                          |  | $ | 3,395              |  |                   | $ | (2,827 | ) |      | $ | (500   | ) |  | $ | (9,771 | )
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Weighted average common shares outstanding |  |   | 12,079             |  |                   |   | 11,940 |   |      |   | 12,068 |   |  |   | 11,909 |  
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Basic income (loss) per share              |  | $ | 0.28               |  |                   | $ | (0.24  | ) |      | $ | (0.04  | ) |  | $ | (0.82  | )
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|Diluted: |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Net
income (loss)                          |  | $ | 3,395              |  |                   | $ | (2,827 | ) |      | $ | (500   | ) |  | $ | (9,771 | )
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Weighted average common shares outstanding |  |   | 12,079             |  |                   |   | 11,940 |   |      |   | 12,068 |   |  |   | 11,909 |  
|         |  | Dilutive stock options                     |  |   | 160                |  |                   |   |       |   |      |   |       |   |  |   |       |  
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Weighted average common shares outstanding |  |   | 12,239             |  |                   |   | 11,940 |   |      |   | 12,068 |   |  |   | 11,909 |  
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  
|         |  | Diluted income (loss) per share            |  | $ | 0.28               |  |                   | $ | (0.24  | ) |      | $ | (0.04  | ) |  | $ | (0.82  | )
|         |  |                                            |  |   |                    |  |                   |   |        |   |      |   |        |   |  |  

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The number of shares used in the basic loss per share computation is the
weighted average number of common shares outstanding during the period. Diluted
earnings per share are computed using the treasury stock method for stock
options outstanding.

Options to purchase 4,469,938 shares of common stock were outstanding as
of September 30, 2002, and options to purchase 3,926,532 shares of common stock
were outstanding as of September 30, 2001. Outstanding options had no effect
upon the computation of diluted earnings per share for the periods in which we
experienced a net loss. Including outstanding options in the computation in
the case of a net loss would be anti-dilutive.

4. Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Under
SFAS No. 141, all business combinations initiated after June 30, 2001 must be
accounted for using the purchase method. Under SFAS No. 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are
reviewed annually for impairment (or more frequently if indicators of
impairment arise). Separable intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives (but
with no maximum life). The amortization provisions of SFAS No. 142 apply to
goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, we are required
to adopt SFAS No. 142 in fiscal 2002. We adopted SFAS No. 142 on January 1,
2002. The adoption did not have a material impact on our financial position or
results of operations.

In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets. The objectives of
SFAS No. 144 are
to address significant issues relating to the implementation of SFAS No. 121,
Accounting for the Impairment of Long-lived Assets and for Long-lived Assets
to be Disposed Of, and to develop a single accounting model, based on the
framework established by SFAS No. 121, for long-lived assets to be disposed of
by sale, whether previously held and used or newly acquired. Although SFAS No.
144 supersedes SFAS No. 121, it retains some fundamental provisions of SFAS No.
121. SFAS No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years. We adopted SFAS No. 144 on January 1, 2002. The adoption of this
standard did not have a material impact on our financial position or results of
operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 rescinds FASB Statement No. 4, Reporting Gains and
Losses from Extinguishment of Debt, and an amendment of that Statement, FASB
Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements, as well as FASB Statement No. 44, Accounting for Intangible
Assets of Motor Carriers. This Statement amends FASB Statement No. 13,
Accounting for Leases, to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The
provisions of SFAS No. 145 will be adopted during fiscal year 2003. We do not
anticipate that adoption of this statement will have a material impact on our
financial position or results of operations.

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In June 2002, the FASB issued SFAS No. 146, Accounting for Exit or
Disposal Activities. SFAS No. 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with exit
and disposal activities, including restructuring activities that are currently
accounted for under Emerging Issues Task Force (EITF) No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring). The scope
of SFAS No. 146 also includes costs related to terminating a contract that is
not a capital lease and termination benefits that employees who are
involuntarily terminated receive under the terms of a one-time benefit
arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 will be effective for exit or
disposal activities that are initiated after December 31, 2002 and early
application is encouraged. The provisions of EITF No. 94-3 shall continue to
apply for an exit activity initiated under an exit plan that met the criteria
of EITF No. 94-3 prior to the adoption of SFAS No. 146. We expect that the
initial application of SFAS No. 146 will not have a material impact on our
financial position or results of operations.

5. Subsequent Event

On October 8, 2002, we announced that in order to better align our product
development activities with our revenue-producing markets, we would
stop development of 802.11a broadband wireless products. The realignment
process included redirecting certain engineering activities, and reorganizing
sales, marketing and applications to strengthen major account support. As part
of the realignment, we reduced our workforce by 39 employees.




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The statements in this report or incorporated by reference which are not
historical are forward-looking statements and include, without limitation,
statements under the caption, Managements Discussion and Analysis of
Financial Condition and Results of Operations. Terms such as may, will,
could, should, project, believe, anticipate, expect, plan,
estimate, forecast, potential, intend, continue and variations of
these words or similar expressions are intended to identify forward-looking
statements.

These forward-looking statements include, but are not limited to,
statements regarding: the impact of the recent restructuring, expectations
that the percentage of international revenue will continue to increase,
expected expenses, including those related to research and development and
selling, general and administrative; sources of revenue; the adequacy of our
capital resources and the ability of cash generated from operations to fund
necessary purchases of capital equipment and provide adequate working capital;
our ability to compete effectively; anticipated revenue from wireless and
networking products; anticipated international revenue; anticipated release of
new products at higher prices; impact of new products on our gross margins; our
beliefs regarding provision for income taxes; our beliefs regarding our
accounting policies and our belief that high levels of new product development
are critical to our success.

These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those discussed in the
forward-looking statements. Factors that could cause actual results to differ
materially include but are not limited to: our dependence on key products and
customers, changes in the demand for our products and seasonal factors
affecting certain of our products, our ability to attract and retain customers
and distribution partners for existing and new products, our ability to develop
and introduce new and enhanced products in a timely manner, our dependence on
international sales and risks associated with international operations, our
dependence on outside foundries and test subcontractors in the manufacturing
process and other outside suppliers, our ability to recruit and retain
qualified employees, and the strength of competitive offerings and the prices
being charged by those competitors.

Other factors that could cause results to vary materially from current
expectations are referred to elsewhere in this report, including under Factors
That May Affect Future Operating Results, Other Information  Legal
Proceedings, and the notes to the financial statements.

These forward-looking statements are made only as of the date of this
report. We do not undertake to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise. We caution
you not to give undue weight to any of the forward-looking statements. You
should not regard the inclusion of forward-looking information as a
representation by us or any other person that we will achieve our objectives or
plans.

9



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Overview

The following discussion should be read together with the condensed
consolidated financial statements and related notes included elsewhere in this
report, and with our audited financial statements and related notes found in
our Annual Report on Form 10-K for the fiscal year ended December 30, 2001,
filed with the Securities and Exchange Commission on April 1, 2002.

Micro Linear was founded in 1983. Until 2000, we were a supplier of
advanced analog and mixed signal integrated circuits to the computer,
communications, telecommunications, consumer and industrial markets. Our
products were used in a variety of applications, including local area networks,
video, telecommunications, power and battery management, motor control, and
data acquisition. We utilized a number of different Bipolar, BiCMOS, and CMOS
silicon process technologies in the design of these products and a number of
different silicon foundries for their manufacture.

During 2000, we divested our manufacturing test operation and our
non-communication product lines and focused our marketing, engineering and
product development on new communications products, including some wired
networking products, but most notably wireless integrated circuits. Using
proprietary technologies together with advanced circuit design methodologies,
we are developing highly integrated, high performance RF transceivers, baseband
processors, and embedded software for a number of wireless market applications.
During 2001, we established ourselves as a volume supplier of both 900MHz and
2.4GHz RF transceivers to the digital cordless telephone segment of the
communications market. Wireless product revenues represented 80% of net
revenues for the third quarter of 2002 compared to 65% of net revenues for the
comparable third quarter of 2001. We expect the revenue contribution from
wireless products to continue to increase as a percentage of total revenues.

On October 8,
2002, we announced that in order to better align our product
development activities with our revenue-producing markets, we would
stop development of 802.11a broadband wireless products. The realignment
process included redirecting certain engineering activities, and reorganizing
sales, marketing and applications to strengthen major account support. As part
of the realignment, we reduced our workforce by 39 employees.

Critical Accounting Policies

We described our critical accounting policies in Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations, of
our Annual Report on Form 10-K for the year ended December 31, 2001.

Our critical accounting policies are those that are most important to the
portrayal of our financial condition and results of operations, and require our
managements significant judgments and estimates. Our critical accounting
policies include those regarding (1) revenue recognition, (2) estimating
accrued liabilities and allowance for doubtful accounts, (3) inventory
valuation, (4) accounting for income taxes, and (5) valuation of long-lived and
intangible assets. Our management believes that we consistently apply judgments
and estimates, and such consistent application fairly depicts our financial
condition and results of operations for all periods presented.

Results of Operations



| |  | Three Months and Nine Months Ended September 30, 2002 Compared With Three Months and Nine Months Ended
September 30, 2001
| |  | -------------------------------------------------------------------------------------------------------------------------

Net Revenues

Net revenues for the third quarter of 2002 increased 26% to $9.3 million
from $7.4 million for the third quarter of 2001. Net revenues for the first
nine months of 2002 increased 42% to $23.8 million from $16.8 million for the
first nine months of 2001. The increase in net revenues for both the three and
nine months ended September 30, 2002 was primarily due to increased shipments
of RF transceivers.

Revenues from sales of RF transceivers totaled $7.4 million, or 80% of net
revenues, for the third quarter of 2002, compared to $4.8 million, or 65% of
net revenues, for the third quarter of 2001. Revenues from sales of RF
transceivers totaled $16.0 million, or 67% of net revenues, for the first nine
months of 2002, compared to $8.2 million, or 49% of net revenues, for the first
nine months of 2001. Revenues from sales of networking products for the third
quarter of 2002 totaled $1.9 million, or 20% of net revenues, compared to $2.6
million, or 35% of net revenues, for the third quarter of 2001. Revenues from
sales of networking products for the

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first nine months of 2002 totaled $7.8 million, or 33% of net revenues,
compared to $8.6 million, or 51% of net revenues, for the first nine months of
2001.

International revenues for the third quarter of 2002 totaled $8.6 million,
or 92% of net revenues, compared to $6.3 million, or 85% of net revenues, for
the third quarter of 2001. International revenues for the first nine months of
2002 totaled $21.1 million, or 89% of net revenues, compared to $13.3 million,
or 79% of net revenues, for the first nine months of 2001. Domestic revenues
were approximately 8% of net revenues for the third quarter of 2002, compared
to 15% for the third quarter of 2001. Domestic revenues were approximately 11%
of net revenues for the first nine months of 2002, compared to 21% for the
first nine months of 2001. The increase in international revenues as a
percentage of total net revenues is due to the sales of our RF transceiver
wireless products to Uniden Corporation. We expect the percentage of
international revenues to continue to increase as a percentage of total
revenue.

In the third quarter of 2002, Uniden Corporation and Lionda Technology
Corporation accounted for 63% and 15% of net revenues, respectively. In the
third quarter of 2001, Uniden Corporation accounted for 65% of net revenues.
For the first nine months of 2002, Uniden Corporation accounted for 61% of net
revenues. For the first nine months of 2001, Uniden Corporation, Allied
Telesyn International and Insight Electronics accounted for 49%, 10% and 10% of
net revenues, respectively.

Operations by Geographic Regions

The following is a summary of operations by geographic regions (in
thousands):

|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |        |  
|------------------------------ | ------------- | - | ------------------ | ----- | ----------------- | - | ------ | ------ | ---- | - | ------ | ------ | - | - | ------- | ------ | -
|                               |               |   | Three Months Ended |       | Nine Months Ended
|                               |               |   | September 30,      |       | September 30,    
|                               |               |   |                    |       |                  
|                               |               |   | 2002               |       | 2001              |   | 2002   |        | 2001
|                               |               |   |                    |       |                   |   |        |        |     
|Net revenues:                  |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|                               | United States |   | $                  | 680   |                   |   | $      | 1,160  |      |   | $      | 2,701  |   |   | $       | 3,510  |  
|                               | Asia          |   |                    | 7,915 |                   |   |        | 5,751  |      |   |        | 18,691 |   |   |         | 11,473 |  
|                               | Europe        |   |                    | 659   |                   |   |        | 491    |      |   |        | 2,214  |   |   |         | 1,768  |  
|                               | Other         |   |                    | 32    |                   |   |        | 4      |      |   |        | 156    |   |   |         | 5      |  
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|Consolidated                   |               | $ | 9,286              |       |                   | $ | 7,406  |        |      | $ | 23,762 |        |   | $ | 16,756  |       
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|Loss from operations:          |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|                               | United States |   | $                  | 33    |                   |   | $      | (2,649 | )    |   | $      | (311   | ) |   | $       | (8,993 | )
|                               | Asia          |   |                    | (730  | )                 |   |        |       |      |   |        | (4,190 | ) |   |         |       |  
|                               | Europe        |   |                    | 32    |                   |   |        | (501   | )    |   |        | (264   | ) |   |         | (1,421 | )
|                               | Other         |   |                    | 1     |                   |   |        |       |      |   |        | (17    | ) |   |         |       |  
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|Consolidated                   |               | $ | (664               | )     |                   | $ | (3,150 | )      |      | $ | (4,782 | )      |   | $ | (10,414 | )     
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|Capital expenditures:          |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|                               | United States |   | $                  | 187   |                   |   | $      | 281    |      |   | $      | 259    |   |   | $       | 1,341  |  
|                               | Europe        |   |                    |      |                   |   |        | 3      |      |   |        | 23     |   |   |         | 37     |  
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|                               | Consolidated  |   | $                  | 187   |                   |   | $      | 284    |      |   | $      | 282    |   |   | $       | 1,378  |  
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|Depreciation and
amortization: |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|                               | United States |   | $                  | 497   |                   |   | $      | 505    |      |   | $      | 1,522  |   |   | $       | 1,500  |  
|                               | Europe        |   |                    | 83    |                   |   |        | 30     |      |   |        | 135    |   |   |         | 90     |  
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       
|Consolidated                   |               | $ | 580                |       |                   | $ | 535    |        |      | $ | 1,657  |        |   | $ | 1,590   |       
|                               |               |   |                    |       |                   |   |        |        |      |   |        |        |   |   |         |       

Identifiable assets by geographic region are as follows (in thousands):

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|                     |               |   |               |        |              |   |        |        | 
|-------------------- | ------------- | - | ------------- | ------ | ------------ | - | ------ | ------ | 
|                     |               |   | September 30, |        | December 31,
|                     |               |   | 2002          |        | 2001        
|                     |               |   |               |        |             
|Identifiable assets: |               |   |               |        |              |   |        |       
|                     | United States |   | $             | 41,813 |              |   | $      | 44,129 | 
|                     | Asia          |   |               | 163    |              |   |        |       | 
|                     | Europe        |   |               | 39     |              |   |        | 384    | 
|                     |               |   |               |        |              |   |        |       
|Consolidated         |               | $ | 42,015        |        |              | $ | 44,513 |       
|                     |               |   |               |        |              |   |        |       

Gross Margin

Gross margin for the third quarter of 2002 was $5.3 million, up 47%
compared to $3.6 million in gross margin for the third quarter of 2001. Gross
margin for the first nine months of 2002 was $13.5 million, up 57% from $8.6
million in gross margin for the first nine months of 2001. The increase in
gross margin dollars for both the three and nine months ended September 30,
2002 was primarily due to increased revenue from sales of wireless products,
mainly digital cordless telephone RF transceivers. Gross margin percentage for
the third quarter of 2002 and 2001 was 57% and 49%, respectively. Gross margin
percentage for the first nine months of 2002 and 2001 was 57% and 51%,
respectively. The higher gross margin percentage for both the three and nine
months ended September 30, 2002 was primarily due to the impact of spreading
relatively fixed manufacturing overhead expenses over a larger revenue base
and decreasing product costs for wireless products, offset to some degree by
lower margins on wireless products compared to networking products. Although
the release of new products at higher prices may have a favorable effect on
margins, we expect that the general trend in gross margins in the future may be
downward, as we expand our sales base in competitive, consumer-oriented markets
for digital cordless telephones and other wireless applications.

Research and Development Expenses

Research and development expenses include costs associated with the
definition, design and development of new products. In addition, research and
development expenses include test development and prototype costs associated
with new product development. We expense wafers and new production mask sets
related to new products as research and development costs until products based
on new designs are fully characterized, support published data sheets and
satisfy reliability tests.

Research and development expenses for the third quarter of 2002 decreased
9% to $3.9 million from $4.3 million for the third quarter of 2001, due to
lower expenses for outside consulting services and personnel. Research and
development expenses for the first nine months of 2002 increased 3% to $12.2
million from $11.8 million for the first nine months of 2001, due to higher
spending for design software. We expect research and development expenses to
decrease in the future, due to the discontinuation of our 802.11a broadband
wireless program and the resultant reduction in force during October 2002.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the third quarter of 2002
decreased 17% to $2.0 million from $2.4 million for the third quarter of 2001.
Selling, general and administrative expenses for the first nine months of 2002
decreased 16% to $6.1 million from $7.3 million for the first nine months of
2001. The decrease in expenses for both the three months and nine months ended
September 30, 2002 was primarily due to lower spending for equipment and
supplies, outside services, consulting, legal and facilities. We believe that
selling, general and administrative expenses could rise moderately in the
future, due mainly to higher marketing expenses incurred in connection with the
introduction of new products.

Interest and Other Income and Interest Expense

Interest and other income was $0.1 million and $0.4 million in the third
quarter of 2002 and 2001, respectively. Interest and other income was $0.6
million and $2.0 million in the first nine months of 2002 and 2001,
respectively. The decrease in interest and other income for both the three and
nine months ended September 30, 2002 was primarily due to lower prevailing
interest rates and a lower cash balance.

Interest and other expense was $0.1 million for both the third quarter of
2002 and 2001. Interest and other expense was $0.2 million and $1.3 million in
the first nine months of 2002 and 2001, respectively. The decrease in interest
and other expense for the nine months ended September 30, 2002 was primarily
due to a $1.0 million charge in 2001 for a discount granted to accelerate the
payment of a note receivable that was issued to us by the purchaser of our test
operations in April 2000.

Benefits from Income Taxes

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The benefits from income taxes for the nine months ended September 30, 2002
consists of a small amount of foreign tax expense and a $4.0 million benefit of
carrying back losses to profitable years and claiming current refunds resulting
from a tax law change in March, 2002. We believe that the available objective
evidence creates sufficient uncertainty regarding the realizability of the
deferred tax assets such that we have recorded a full valuation allowance for
the remaining deferred tax assets.

Related Party Transaction

In May 2002, Timothy Richardson was elected as President and Chief
Executive Officer of the Company. We extended a bridge loan to Mr. Richardson
in June 2002, to assist him in purchasing a home in California pending the sale
of his existing residence. The $450,000 loan is secured by a first mortgage on
Mr. Richardsons home in Georgia. The loan bears interest at the prime rate,
which is 4.75%. Principal and interest will be due upon the sale of the Georgia
home or, if earlier, six months after the date of the loan.

Liquidity and Capital Resources

Net cash provided by operating activities was $1.2 million for the first
nine months of 2002, compared to cash used in operations of $7.3 million in the
first nine months of 2001. Net cash provided by operating activities during the
first nine months was primarily due to a $4.0 million tax benefit. Additional
sources of cash for the first nine months of 2002 were a decrease in
inventories of $840,000, and a decrease in accounts receivable of $865,000,
offset by a decrease in total liabilities of $2.1 million.

Net cash used by investing activities was $662,000 in the first nine
months of 2002 and net cash provided by investing activities was $2.0 million
in the comparable period last year, consisting primarily of net sales of
short-term investments. Capital expenditures decreased to $282,000 for the
first nine months of 2002 compared to $1.4 million for the first nine months of
2001.

Financing activities for the first nine months of 2002 were insignificant.
Net cash used by financing activities during the first nine months of 2002
included payments on debt of $182,000.

Working capital amounted to $25.5 million as of September 30, 2002
compared to $31.7 million as of September 30, 2001. Working capital at
September 30, 2002 includes cash and cash equivalents of $15.3 million and
short-term investments of $13.3 million.

We anticipate that our existing cash resources and cash generated from
operations will fund necessary purchases of capital equipment and provide
adequate working capital for at least the next twelve months effectively.

Factors That May Affect Future Operating Results

The risks and uncertainties described below are not the only ones we face.
If any of the following risks actually occurs, our business, financial
condition or results of operations could be materially and adversely affected:

Our operating results are difficult to predict and are likely to fluctuate
significantly. They may fail to meet or exceed the expectations of securities
analysts or investors, causing our stock price to decline.

Our operating results are difficult to predict and have fluctuated
significantly in the past. They are likely to continue to fluctuate in the
future as a result of many factors, some of which are outside of our control.
Some of the factors that may cause these fluctuations include:



| |  |  | the level and timing of spending by our customers, both in the U.S. and in foreign markets;
| | - |  | -------------------------------------------------------------------------------------------
|
| |  |  | changes in market demand, including seasonal and cyclical fluctuations;                    
|
| |  |  | timing, amount, cancellation or rescheduling of customer orders;                           
|
| |  |  | fluctuations in manufacturing yields;                                                      
|
| |  |  | timing of revenue from contracts, which may span several quarters;                         

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| |  |  | competitive market conditions;                                                                                             
| | - |  | ---------------------------------------------------------------------------------------------------------------------------
|
| |  |  | new product introductions;                                                                                                 
|
| |  |  | market acceptance of new or existing products;                                                                             
|
| |  |  | cost and availability of wafers, other components and testing services;                                                    
|
| |  |  | mix of products sold;                                                                                                      
|
| |  |  | economic conditions specific to the networking and wireless
industries and markets, as well as general economic conditions;
|
| |  |  | ability to hire and retain qualified technical and other personnel;                                                        
|
| |  |  | development of new industry standard communication protocols; and                                                          
|
| |  |  | availability and performance of advanced silicon process technologies from foundry sources.                                

We believe that period-to-period comparisons of our operating results will
not necessarily be meaningful. You should not rely on these comparisons as an
indication of our future performance. If our operating results in one or more
future periods fail to meet or exceed the expectations of securities analysts
or investors, the trading price of our common stock may decline, possibly by a
significant amount.

The markets in which we operate are intensely competitive, and many competitors
are larger and more established. If we do not compete successfully, our
business could suffer.

Intense international and domestic competition, decreasing selling prices,
rapid technological change, short product life cycles and cyclical patterns
characterize the markets for our products. Competitors include significantly
larger corporations, such as National Semiconductor, Infineon, Philips, Texas
Instruments, Broadcom, Micrel, Intel, Intersil, and Agere. New entrants in
these markets could provide additional competition. Most of our competitors are
substantially larger and have greater financial, technical, marketing and other
resources than we do. Many of these large organizations are in a better
position to withstand any significant reduction in spending by customers in
these markets. They often have broader product lines and market focus, and will
therefore not be as susceptible to downturns in a particular market. In
addition, many competitors have focused on the wireless market for longer than
we have, and therefore have more long-standing and established relationships
with domestic and foreign customers.

The computer networking equipment and wireless markets have undergone a
period of rapid growth and consolidation in recent years. We expect our
dependence on sales to network equipment manufacturers to continue. Our
business and results of operations would be materially and adversely affected
in the event of a significant slowdown in the computer networking equipment
market. In addition, as a result of competitive pricing pressures, we have
experienced lower margins in some of our products. Such pricing pressures will
continue to have an adverse effect on our results of operations, and our
business could suffer unless they can be offset by higher margins on other
products or lower operating expenses.

We do not currently manufacture our own semiconductor wafers. As a result,
we are vulnerable to process technology advances competitors use to manufacture
products offering higher performance and lower cost. Larger companies with
wafer manufacturing facilities, broader product lines, greater technical and
financial resources and greater service and support capabilities have an
advantage in this market.

In addition, our products are generally sole-sourced to our customers. If
our customers were to develop other sources for our products, our operating
results would suffer.

The market for wireless applications is relatively immature and characterized
by rapid technological change. Our future success depends on our ability to
respond to these changes.

The wireless market remains relatively immature. Rapidly changing
technology, frequent product introductions and evolving industry standards make
it difficult to accurately predict the markets future growth rate, size or
technological direction. In view of the evolving nature of this market,
suppliers of wireless products may decide to adopt alternative standards or
technologies that are

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incompatible with our products. If we are unable to design, develop,
manufacture and sell products that are compatible with these new standards or
technologies, our business and operating results will suffer.

We need to develop and introduce new and enhanced products in a timely manner
to successfully compete in our industry.

Continuing technological advancement, changes in customer requirements and
evolving industry standards characterize the wireless and computer equipment
networking markets. To compete successfully, we must design, develop,
manufacture and sell new or enhanced products that:



| |  |  | provide increasingly higher levels of performance and reliability; 
| | - |  | -------------------------------------------------------------------
|
| |  |  | meet performance or other objective specified parameters;          
|
| |  |  | are cost effective;                                                
|
| |  |  | are brought to market in a timely manner;                          
|
| |  |  | are in accordance with existing or evolving industry standards; and
|
| |  |  | achieve market acceptance.                                         

The development of these new circuits is highly complex. We have sometimes
experienced delays in completing the development of new products. Successful
product development and introduction depends on many factors, including:



| |  |  | proper new product definition;                                
| | - |  | --------------------------------------------------------------
|
| |  |  | timely completion and introduction of new product designs;    
|
| |  |  | availability of foundry capacity;                             
|
| |  |  | acceptable manufacturing yields; and                          
|
| |  |  | market acceptance of our products and our customers products.

We must be able to adjust to changing market conditions quickly and
cost-effectively to compete successfully. Furthermore, we must introduce new
products in a timely manner, and achieve market acceptance for these products.
In addition, our customers products which incorporate our products must be
introduced in a timely manner and achieve market acceptance. If we, or our
customers, fail to develop and introduce new products successfully, our
business and operating results will suffer.

To successfully develop and market certain of our planned products, we may
need to enter into technology development or licensing agreements with third
parties. If we cannot enter into such agreements on acceptable terms, our
ability to develop and market new products could suffer, and our business and
operating results would be adversely affected.

Customers typically take a long time to evaluate our new products. It
takes 3 to 6 months or more for customers to test new products, and at least an
additional 3 to 12 months until customers begin significant production of
products incorporating our products. We may therefore experience a lengthy
delay between product development and the generation of revenues from new
products. Delays inherent in such a long sales cycle raise additional risks of
customer decisions to cancel or change their product plans. Such changes could
result in the loss of anticipated sales. Our business, financial condition, and
results of operations would suffer if customers reduce or delay orders, or
choose not to release products incorporating our products.

If we do not effectively manage the realignment of our business, our operations
and financial results could be harmed.

As a result of the sale of our power management, bus interface, and video
product lines to Fairchild in September 2000, our products and markets are
narrower than in previous years. This has had a significant effect on our
revenues, profitability, and cash. We expect the change in the focus of our
business to wireless products to continue to place a significant strain on
personnel, management

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and other resources, including financial reserves. During the realignment
of our business, revenue will be lower than in prior years, and we anticipate
we will operate at a loss. Our ability to manage our business effectively in
the future will require:



| |  |  | successful attraction, training, motivation and management of new employees;
| | - |  | ----------------------------------------------------------------------------
|
| |  |  | integration of new employees into our operations;                           
|
| |  |  | retention of key employees; and                                             
|
| |  |  | continual improvement in our operational, financial and management systems. 

If we fail to manage the realignment of our business and our future growth
effectively, our operations and financial results could be harmed.

We have a history of losses and, because of continued investment in product
development, expect to incur losses in the future. We may not become
profitable.

We have incurred quarterly net losses from June 2000 through June 2002,
and our profit in the third quarter of 2002 was attributable to an income tax
refund. Because of those losses, we had an accumulated deficit of $7,500,000 as
of September 30, 2002.

Successful engineering development and market penetration in the product
areas we have chosen require high levels of engineering and product development
expense. We intend to continue to spend significant amounts on new product and
technology development. Our networking products are reaching maturity, and
revenue from this product line is expected to decline. We anticipate that our
existing cash will fund any anticipated operating losses, purchases of capital
equipment, and provide adequate working capital for at least the next 12
months. Although our revenues and gross margin increased in the third quarter
of 2002 over the second quarter of 2002, we expect to incur losses in the
future and may not achieve our additional goals of positive net income and cash
flow.

To the extent that our existing resources and cash generated from operations
are insufficient to fund our future activities, we may need to raise additional
capital. If funds are not available on acceptable terms, we may not be able to
hire and retain employees, fund our operations or compete effectively.

We believe that our existing capital resources and cash generated from
operations will enable us to maintain our operations for at least the next 12
months. However, if our capital requirements vary materially from those
currently planned, we may require additional financing sooner than anticipated.
If additional funds are raised through the issuance of debt securities, these
securities could have rights, preferences and privileges senior to holders of
common stock, and the terms of this debt could impose restrictions on our
operations. The sale of additional equity or convertible debt securities could
result in additional dilution to our stockholders. We cannot be certain that
additional financing will be available in amounts or on terms acceptable to us,
if at all. If adequate funds are not available, or are not available on
acceptable terms, our ability to hire, train or retain employees, to fund our
operations and sales and marketing efforts, take advantage of unanticipated
opportunities, develop or enhance services or products, or respond to
competitive pressures would be significantly limited, which could harm our
business, financial condition and operating results.

We depend on networking, wireless, and telecommunications spending for our
revenue. Any decrease or delay in spending in these industries would negatively
impact future operating results and financial condition.

Demand for our products in the future will depend on the amount and timing
of spending by network providers, manufacturers of wireless consumer products,
and telecommunications equipment suppliers. Spending in these areas depends
upon a variety of factors, including competitive pressures, discretionary
consumer spending patterns, and general economic conditions.

During 2001 and 2002, new orders slowed, customers cancelled or placed
holds on existing orders, and orders dropped from prior periods, due to
developments in the general economy and capital markets. This situation could
recur in the future. Because the majority of our revenues come from sales to a
few customers, a delay in orders from one customer could have a significant
negative effect on future revenues.

Relatively short product life cycles characterize the computer network
equipment and digital cordless telephone markets. If one or more of our
significant customers were to select circuits manufactured by a competitor for
future products, our business will suffer.

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The loss of one or more of our current customers, failure to attract new
customers, or disruption of our sales and distribution channels would adversely
affect our business and operating results.

Our customer base is concentrated. The loss of one or more key customers or
distributors would harm our business.

A significant majority of our revenues come from sales to relatively few
customers. Sales to the ten largest customers, excluding domestic distributors,
accounted for approximately 90% and 84% of net revenues for the three months
and nine months ended September 30, 2002, respectively and approximately 75% of
net revenues in fiscal year 2001. Two customers, Uniden Corporation and Lionda
Technology Corporation, accounted for 63% and 15% of our net revenues,
respectively, in the third quarter of 2002. Sales to domestic distributors for
the three months and nine months ended September 30, 2002 accounted for
approximately 4% and 7% of net revenues, respectively and 13% of net revenues
in fiscal year 2001. We anticipate that a limited number of key customers and
distributors will continue to provide a significant portion of our net revenues
for the foreseeable future. Our future success depends on our ability to retain
our current customers and attract new customers. A reduction, delay or
cancellation of orders from one or more significant customers could materially
and adversely affect our operating results. In addition, our operating results
could be adversely affected if one or more of our major customers were to
develop other sources for the products we now supply them.

Customers may generally cancel or reschedule orders to purchase standard
products without significant penalty until 30 days prior to shipping. Customers
frequently revise delivery schedules, and the quantities of products to be
delivered, to reflect changes in their needs. Since backlog can be canceled or
rescheduled, our backlog at any time is not necessarily indicative of future
revenue.

We depend on international sales and are subject to the risks associated with
international operations, which may negatively affect our business.

Sales to customers
outside of the United States represented 92% and 89% of
net revenues for the three months and six months ended September 30, 2002,
respectively and 81% of net revenues in fiscal year 2001. We expect that
international sales will continue to generate a substantial proportion of net
revenues for the foreseeable future. Our international operations are subject
to a number of risks, including:



| |  |  | changes in foreign government regulations and telecommunications standards;                                                                                        
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | import and export legislation and license requirements, tariffs, taxes, quotas and other trade barriers;                                                           
|
| |  |  | compliance with foreign laws, treaties and technical standards;                                                                                                    
|
| |  |  | delays resulting from difficulty in obtaining export licenses for certain technology;                                                                              
|
| |  |  | fluctuations in currency exchange rates;                                                                                                                           
|
| |  |  | difficulty in collecting accounts receivable;                                                                                                                      
|
| |  |  | difficulty in staffing and managing foreign operations;                                                                                                            
|
| |  |  | loss of one or more international distributors;                                                                                                                    
|
| |  |  | geopolitical risks, changes in diplomatic and trade relationships and economic instability; and                                                                    
|
| |  |  | the effects of the terrorist attacks on the United States, the United
States war on international terrorism and any related conflicts or
similar events worldwide.

Substantially all of our international sales must be licensed by the
Office of Export Administration of the U.S. Department of Commerce. To date we
have not experienced any material difficulties in obtaining export licenses.

Our international sales are typically denominated in U.S. dollars.
Fluctuations in currency exchange rates could cause our products to become
relatively more expensive to customers in a particular country, while
competitors products denominated in local currencies become less expensive.
This may lead to a reduction in sales or profitability in that country, which
could adversely affect our business.

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Gains and losses on the conversion to U.S. dollars of accounts receivable,
accounts payable and other international assets and liabilities may contribute
to fluctuations in operating results. In addition international customers
typically take longer to pay for purchases than customers in the United States.
If foreign markets do not continue to develop, or foreign sales cycles prove
unpredictable, our revenue and business may be adversely affected.

Selling prices for networking and wireless products typically decrease, which
could lead to lower operating results.

Average selling prices for products in the networking and wireless markets
have rapidly declined due to many factors, including:



| |  |  | rapidly changing technologies;                
| | - |  | ----------------------------------------------
|
| |  |  | price-performance enhancements;               
|
| |  |  | product introductions by competitors;         
|
| |  |  | price pressure from significant customers; and
|
| |  |  | product maturity and obsolescence.            

The decline in the average selling prices of our products may cause substantial
fluctuations in our operating results. We continue to develop and market new
products that incorporate valued new features and sell at higher prices.
Failure to deliver new products offering increased value would result in a
decline in both revenues and margins, harming our business, financial
condition, and results of operations.

Defects in our products, product returns and product liability could result in
a decrease in customers and revenues, unexpected expenses and loss of market
share.

Complex products such as ours frequently contain errors, defects, and bugs
upon release. Despite thorough testing by Micro Linear, our test houses and
customers, these errors, defects and bugs are sometimes discovered after we
begin to ship products. We expend significant resources to remedy these
problems, but occasionally have faced legal claims by customers and others.
Product defects can also cause interruptions, delays or cancellations of sales
to customers, in addition to claims against us, all of which could adversely
affect our operating results.

We depend on the health of the semiconductor industry, which is highly
cyclical. The decline in demand in the semiconductor industry could affect our
financial condition and results of operations.

The semiconductor industry experiences significant downturns and wide
fluctuations in supply and demand. The industry also experiences significant
fluctuations in anticipation of changes in general economic conditions. This
causes significant variances in product demand and production capacity, and
aggravates selling price fluctuations. These cyclical patterns, which we expect
to continue, may substantially harm our business, financial condition, and
results of operations.

If we fail to adequately forecast demand for our products, we may incur product
shortages or excess product inventory.

We regularly request indications from customers as to their future plans
and requirements, to ensure that we will be prepared to meet production demand
for our products. However, we may not receive anticipated purchase orders for
our products. We must be able to effectively manage the expenses and inventory
risks associated with meeting potential demand. If we fail to meet customers
supply expectations, we may lose business from such customers. If we expend
resources and purchase materials, or enter into commitments to acquire
materials and manufacture products, and customers do not purchase these
products, our business and operating results will suffer.

Design wins, which require significant expenditures, often precede the
generation of volume sales by a year or more. The value of any design win will
largely depend upon the commercial success of the customers product, and on
the extent to which the design of the customers product accommodates
components manufactured by our competitors. We cannot assure that we will
achieve design wins, or that any design win will result in significant future
revenues.

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We depend on a limited number of outside foundries and test subcontractors in
the manufacturing process, and any failure to obtain sufficient foundry or
testing capacity could significantly delay our ability to ship our products,
damage our customer relationships, and result in reduced revenue.

We utilize outside foundries for all wafer production. We believe that
utilizing outside foundries enables us to focus on our design strengths,
minimize fixed costs and capital expenditures and access diverse manufacturing
technologies. We currently intend to continue to rely exclusively upon our
outside foundries for our wafer fabrication requirements. However, there are
significant risks associated with the reliance on outside foundries, including
the lack of assured wafer supply and control over delivery schedules, delays in
obtaining access to key process technologies, and limited control over
manufacturing yields and production costs.

The manufacture of integrated circuits is a highly complex and technically
demanding process. We have diversified our sources of wafer supply and have
worked closely with our foundries to minimize the likelihood of reduced
manufacturing yields. However, our foundries have sometimes experienced lower
than anticipated manufacturing yields, particularly in connection with the
introduction of new products and the installation and start-up of new
processes. Reduced yields have at times negatively affected our operating
results, a situation which may recur in the future.

Dependence on foundries located outside of the United States subjects us
to numerous risks, including exchange rate fluctuations, export and import
restrictions, trade sanctions, political instability and tariff increases. Our
main foundries are located in Taiwan and Singapore, which involves specific
risks due to political instability in that region.

We purchase wafers from outside foundries pursuant to customers purchase
orders. We generally do not have a guaranteed level of wafer capacity or wafer
costs at our foundries. Our wafer suppliers could prioritize capacity for other
uses, or reduce or eliminate deliveries to us on short notice. In addition, we
depend upon a limited number of foundries for our wafer requirements. Any
sudden demand for an increased amount of wafers, or sudden reduction or
elimination of any source of wafers, could result in a material delay in the
shipment of products. Disruptions in supply, which have occurred in the past,
may occur in the future. If such a disruption occurred, and we were unable to
qualify alternative manufacturing sources for our products in a timely manner,
or if such sources were unable to produce wafers with acceptable manufacturing
yields, our business and operating results would be materially and adversely
affected.

We rely on two outside test service subcontractors to test our products.
The same risks described in the paragraphs above, concerning guaranteed
capacity, dependence upon a limited number of test service subcontractors, and
disruptions in service, also apply to our test and assembly subcontractors.

Rapid technological change and frequent new product introductions
characterize the markets for our products. To remain competitive, we must
develop or obtain access to new semiconductor process technologies in order to
reduce die size, increase die performance and functional complexity, and
improve manufacturing yields. If we are unable to obtain access to advanced
wafer processing technologies, limiting our ability to introduce competitive
products on a timely basis, our future operating results may suffer.

Minute levels of contaminants in the semiconductor manufacturing
environment, defects in the masks used to print circuits on a wafer,
difficulties in the fabrication process and other factors can cause a
substantial percentage of wafers to be rejected or a significant number of die
on each wafer to be nonfunctional. Many of these manufacturing problems are
difficult to diagnose and time consuming or expensive to remedy. Our foundries
have at times experienced lower than anticipated yields, which have adversely
affected production and operating results.

The manufacturing processes utilized by our foundries are continuously
being improved in order to increase yield and product performance. Process
changes can, however, result in interruptions in production or significantly
reduced yields. New process technologies or new products are especially
susceptible to wide variations in manufacturing yields and efficiency.
Irregularities, adverse yield fluctuations or other manufacturing problems at
our foundries could result in production interruption or delivery delays,
adversely affecting our business and results of operations.

We have granted nontransferable, limited process licenses to some of our
foundries to utilize our processes to manufacture and sell wafers to other
customers. We protect our proprietary technology, particularly our design
methodology, but may not be able to prevent its misappropriation by our
foundries or others.

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We and the independent foundries and subcontractors we use to manufacture and
test our products are subject to environmental laws. Failure to comply with
these laws could delay manufacturing of our products and result in unexpected
expenses.

Our wafer suppliers and test and assembly subcontractors are subject to a
variety of U.S. and foreign government regulations related to the discharge or
disposal of toxic, volatile or otherwise hazardous chemicals used in their
manufacturing processes. Failure by our suppliers or subcontractors to comply
with environmental regulations could result in fines, suspension of production
or cessation of operations. Environmental regulations could also require our
suppliers or subcontractors to acquire equipment or incur other expenses to
comply with environmental regulations. If our suppliers or subcontractors incur
substantial additional expenses, product costs could significantly increase,
adversely affecting our results of operations.

We are also subject to a variety of environmental regulations relating to
our operations. If we fail to comply with present and future regulations, the
government could impose fines on us, or compel us to suspend or cease
operations. If we or our suppliers or subcontractors fail to control the use or
discharge of hazardous substances, we could be subject to civil or criminal
liabilities, which could have a material adverse effect on our business and
operating results.

Because competition for qualified personnel is intense, we may not be
successful in attracting and retaining personnel, which could have an impact
upon the development or sales of our products.

Our future success will depend to a significant extent on our ability to
attract, retain and motivate personnel, especially those with engineering
design experience and expertise. Competition for qualified technical and other
personnel is intense in the San Francisco Bay area, and we may not be
successful in attracting and retaining such personnel.

Competitors may attempt to recruit our employees. While employees are
required to sign standard agreements concerning confidentiality and ownership
of inventions, we do not have employment contracts or non-competition
agreements with most of our personnel. The loss of the services of key
employees, the inability to attract or retain qualified personnel, or delays in
hiring personnel, particularly engineers and other technical personnel, could
negatively affect our business and prevent us from achieving our business
goals.

Our success depends on our ability to protect our intellectual property and
proprietary rights.

We own twelve U.S. patents, and have five U.S. patent applications and 10
foreign patent applications pending. Through a sale of a portion of our assets,
we maintain a royalty-free license to 45 U.S. patents, three foreign patents,
seven U.S. patent applications, and three foreign patent applications.

We attempt to protect our intellectual property rights through patents,
trademarks, copyrights, licensing arrangements, maintaining certain technology
as trade secrets and other measures. However, any patent, trademark, copyright
or other intellectual property rights we own may be invalidated, circumvented
or challenged. We cannot be certain that our intellectual property rights will
provide competitive advantages, or that any pending or future patent
applications will be issued with the scope of the claims sought by us.
Competitors may develop technologies that are similar or superior to our
technology, duplicate our technology or design around the patents that we own.
In addition, effective patent, copyright and trade secret protection may be
unavailable or limited in certain foreign countries in which we do business.

We believe that the future success of our business will depend on our
ability to translate technological expertise and innovation into new and
enhanced products. We enter into confidentiality or license agreements with our
employees, consultants, vendors and customers, and limit access to and
distribution of our proprietary information. Nevertheless, we may not be able
to prevent misappropriation of our technology.

In addition, we have taken legal action to enforce our patents and other
intellectual property rights, protect our trade secrets, determine the validity
and scope of the proprietary rights of others, and defend against claims of
infringement or invalidity. If a third party makes a valid claim, and we cannot
obtain a license to the technology on reasonable terms, our operations could be
adversely affected.

We may be subject to legal proceedings and claims from time to time in the
ordinary course of our business, including claims of alleged infringement of
the proprietary rights and other intellectual property rights of third parties.
Intellectual property litigation is expensive and time-consuming, and could
divert our managements attention away from running our business.

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We have in the past, and may in the future, be parties to legal proceedings
that could have a negative financial impact on us.

In December 1995, Pioneer Magnetics, Inc. (Pioneer) filed a complaint in
the Federal District Court for the Central District of California alleging that
certain of our integrated circuits violate a Pioneer patent. Pioneer sought
monetary damages and an injunction against the alleged patent violation. The
District Court concluded that Micro Linear did not infringe on Pioneers
patent. Pioneer then appealed the District Courts decision to the Court of
Appeals for the Federal Circuit, which affirmed the District Courts Judgment.
In May 2001, Pioneer filed a petition for appeal with the Supreme Court. On
June 3, 2002, the Supreme Court granted the petition, vacated the judgment, and
remanded the case to the Court of Appeals for further consideration, in light
of the recently decided case of Festo Corp. v. Shoketsu Kinzoku Kogyo
Kabushiki. The Court of Appeals has not yet determined what further action to
take with respect to this case, and the outcome cannot be predicted.

From time to time we have received correspondence from vendors,
distributors, customers or end-users of our products regarding disputes with
respect to contract rights, product performance or other matters that occur in
the ordinary course of business. Some of these disputes may involve us in
costly litigation or other actions, the outcome of which cannot be determined
in advance and may adversely affect our business. The defense of lawsuits or
other actions could divert our managements attention away from running our
business. In addition, negative developments with respect to litigation could
cause the price of our common stock to decline significantly.

Our stock price has been and will likely continue to be volatile, and you may
be unable to resell your shares at or above the price you paid.

Our stock price has been and is likely to continue to be highly volatile.
For example, between January 1, 2002 and September 30, 2002, our stock price
has traded as high as $4.09 on May 16, 2002, and as low as $2.05 on March 6,
2002. Our stock price could fluctuate significantly due to a number of factors,
including:



| |  |  | variations in our actual or anticipated operating results;                                                        
| | - |  | ------------------------------------------------------------------------------------------------------------------
|
| |  |  | sales of substantial amounts of our stock;                                                                        
|
| |  |  | announcements about us or about our competitors, including technological innovation or new products;              
|
| |  |  | litigation and other developments relating to our patents or other proprietary rights or those of our competitors;
|
| |  |  | conditions in the computer networking equipment and wireless markets;                                             
|
| |  |  | governmental regulation and legislation; and                                                                      
|
| |  |  | changes in securities analysts estimates of our performance, or our failure to meet analysts expectations.      

Many of these factors are beyond our control. In addition, the stock
markets in general, and the Nasdaq National Market and the market for
technology companies in particular, have experienced extreme price and volume
fluctuations recently. These fluctuations often have been unrelated or
disproportionate to the operating performance of these companies. These broad
market and industry factors may decrease the market price of our common stock,
regardless of our actual operating performance. In the past, companies that
have experienced volatility in the market prices of their stock have been the
object of securities class action litigation. If we were the object of
securities class action litigation, it could result in substantial costs and a
diversion of managements attention and resources, which could affect our
financial performance.

Our Certificate of Incorporation and Bylaws, Stockholder Rights Plan and
Delaware law contain provisions that could discourage a change in control, even
if the change in control would be beneficial to our stockholders.

Provisions of our Amended and Restated Certificate of Incorporation,
Bylaws, the 1998 Shareholder Rights Plan, our stock option plans and Delaware
law could make it more difficult for a third party to acquire us, even if doing
so would be beneficial to our stockholders. These provisions could limit the
price that investors might be willing to pay in the future for shares of our
common stock.

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Under the Shareholder Rights Plan, adopted in August 1998, each share of
our outstanding common stock carries one Right to purchase 1/1000 of a share of
Series A Participating Preferred Stock at an exercise price of $30.00 per
Right. If someone acquires 15% or more of our common stock, each Right not
owned by a holder of 15% or more of our common stock entitles the holder, upon
payment of the $30.00 exercise price, to receive common stock having a current
market value of $60.00. This issuance of additional common stock would
significantly reduce the percentage of common stock held by a potential
acquiror. The Rights expire in August 2008.

In addition, Section 203 of the Delaware General Corporation Law and the
terms of our stock option plans may discourage, delay or prevent a change in
control of our company. Specifically, Section 203 prohibits a Delaware
corporation from engaging in any business combination with an interested
stockholder for three years after the date the stockholder became an interested
stockholder unless specific conditions are met. Also, in the event outstanding
options granted pursuant to certain of our stock option plans are not assumed
by an acquiring corporation, the unvested portion of such options may be
accelerated upon a change of control. In addition, some individual stock option
grants provide for the partial or complete acceleration of vesting upon a
change of control.

We rely on a continuous power supply to conduct our operations. An energy
crisis in California could disrupt operations and increase our expenses.

California has recently experienced energy alerts and rolling blackouts,
which can disrupt our operations and increase our expenses. If blackouts
interrupt our power supply or the power supply of any of our customers, we, or
our customers, may be temporarily unable to operate. A prolonged interruption
in our operations could delay the development of or interfere with the sales of
our products. Interruptions in our power supply could harm our ability to
retain existing customers and obtain new customers, resulting in lost revenue
and substantially harming our business and results of operations.

The deregulation of the energy industry instituted in 1996 by the
California government, and shortages in wholesale electricity supplies, have
caused power prices to increase. If wholesale prices continue to increase, our
operating expenses will increase, as our headquarters and most of our employees
are in California.

SECTION 906 CERTIFICATIONS

The certification by the Companys chief executive officer and chief financial
officer of this report on Form 10-Q, as required by section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), has been submitted to the
Securities and Exchange Commission as additional correspondence.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of September 30, 2002, our investment portfolio consisted of U.S.
government obligations, commercial paper and money market funds, typically with
maturities of less than 12 months. Some of these securities are subject to
interest rate risk, and will decline in value if market interest rates
increase. We intend to hold our fixed income investments until maturity and
therefore do not expect to recognize an adverse impact from interest rate
changes on income or cash flows.

Foreign Currency Exchange Risk

We have international sales and research and development facilities and
are therefore subject to foreign currency rate exposure. We limit our foreign
currency risks principally by maintaining minimal foreign currency balances. To
date our exposure related to exchange rate volatility has not been significant.




ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in alerting them to
material information required to be included in our periodic SEC reports.

Changes in Internal Controls

There were no significant changes in our internal controls or, to our
knowledge, in other factors that could significantly affect these controls
subsequent to the date of their evaluation, and there were no significant
deficiencies or material weaknesses in such controls requiring corrective
actions.

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PART II. OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

In December 1995, Pioneer Magnetics, Inc. (Pioneer) filed a complaint in
the Federal District Court for the Central District of California alleging that
certain of our integrated circuits violate a Pioneer patent. Pioneer sought
monetary damages and an injunction against such alleged patent violation. We
denied any infringement and filed a counter-claim seeking invalidity of the
patent. The court held hearings on November 9, 1998 and July 19, 1999. The
court issued a decision favorable to Micro Linear, conceding that Micro Linear
did not infringe on Pioneers patent. Pioneer then appealed the District
Courts decision to the Court of Appeals for the Federal Circuit. The hearing
on appeal took place on October 5, 2000. On January 23, 2001 the Court of
Appeals issued an opinion affirming the District Courts Judgment. On May 23,
2001, Pioneer filed a petition for appeal with the Supreme Court. Micro Linear
filed its opposition to the petition on June 25, 2001. On June 3, 2002, the
Supreme Court granted the petition, vacated the judgment, and remanded the case
to the Court of Appeals for further consideration, in light of the recently
decided case of Festo Corp. v. Shoketsu Kinzoku Kogyo Kabushiki. The Court of
Appeals has not yet determined what further action to take with respect to this
case, and the outcome cannot be predicted.

From time to time we have received correspondence from vendors,
distributors, customers or end-users of our products regarding disputes with
respect to contract rights, product performance or other matters that occur in
the ordinary course of business. Some of these disputes may result in costly
litigation or other actions involving Micro Linear.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  The registrants Annual Meeting of Stockholders was held on August 1, 2002.

(b)  The meeting involved the election of six directors: Timothy Richardson,
David Gellatly, James Harrison, William Pohlman, Joseph Rizzi and A. Thampy
Thomas.

(c)  There were two matters voted on at the Annual Meeting of Stockholders. A
brief description of each of these matters, and the results of the votes
thereon, are as follows:

1. Election of Directors

|                   |  |     |            |          |  |  |         | 
|------------------ |  | --- | ---------- | -------- |  |  | ------- | 
|Nominee            |  | For |            | Withheld
|                   |  |     |            |         
|Timothy Richardson |  |     | 10,385,841 |          |  |  | 896,201 | 
|David Gellatly     |  |     | 10,425,130 |          |  |  | 856,912 | 
|James Harrison     |  |     | 10,492,004 |          |  |  | 790,038 | 
|William Pohlman    |  |     | 10,492,004 |          |  |  | 790,038 | 
|Joseph Rizzi       |  |     | 10,492,004 |          |  |  | 790,038 | 
|A. Thampy Thomas   |  |     | 10,492,004 |          |  |  | 790,038 | 

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
registrants auditors for the fiscal year ending December 29, 2002.

|           |  |         |        |         |  |  |       | 
|---------- |  | ------- | ------ | ------- |  |  | ----- | 
|For        |  | Against |        | Abstain
|           |  |         |        |        
|11,224,327 |  |         | 52,515 |         |  |  | 5,200 | 




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits           
| | --- |  | -------------------
|
| |     |  | None.              
|
| | (b) |  | Reports on Form 8-K
|
| |     |  | None.              

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                        |                                                                                           |                              
|----------------------- | ----------------------------------------------------------------------------------------- | -----------------------------
|                        | MICRO LINEAR CORPORATION                                                                 
|                       
|Date: November 13, 2002 | By:                                                                                       | /s/     Timothy A. Richardson
|                        |                                                                                          
|                        | Timothy A. Richardson
President and Chief Executive Officer
(Principal Executive Officer)

| |                                                                                       |                         
| | ------------------------------------------------------------------------------------- | ------------------------
| | By:                                                                                   | /s/     Michael Schradle
| |                                                                                      
| | Michael Schradle
Chief Financial Officer
(Principal Financial and Accounting Officer)

25



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CERTIFICATIONS

I, Timothy Richardson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Micro Linear
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |  |  | a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | b) evaluated the effectiveness of the registrants disclosure controls and procedures
as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| |  |  | c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                        

5. The registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent function):



| |  |  | a) all significant deficiencies in the design or operation of internal controls which
could adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | b) any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and                                                                                                                                        

6. The registrants other certifying officers and I have indicated in this quarterly report
whether or not there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date:
November 13, 2002



| | /s/  Timothy
RichardsonTimothy Richardson
Chief Executive Officer
| | -----------------------------------------------------------------





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##### Table of Contents



I, Michael Schradle, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Micro Linear
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |  |  | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| |  |  | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5. The registrants other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):



| |  |  | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:
November 13, 2002



| | /s/  MICHAEL
SCHRADLE       Michael Schradle
Chief Financial Officer
| | --------------------------------------------------------------------