SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


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

         For the quarterly period ended September 30, 1999

                                       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  0-27266
                        -------


                           WESTELL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                        36-3154957
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                       Identification Number)

     750 N. COMMONS DRIVE, AURORA, IL                           60504
    (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code   (630) 898-2500

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check or mark whether the registrant (1) has filed all reports
required to be filed by Sections 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   .
                                             ---  ---


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


Class A Common Stock, $0.01 Par Value - 17,489,521 shares at October 31, 1999
Class B Common Stock, $0.01 Par Value - 19,124,869 shares at October 31, 1999


<PAGE>



                   WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                                      INDEX


PART  I  FINANCIAL INFORMATION:                                        Page No.
                                                                       --------

         Item 1. Financial Statements

                  Condensed Consolidated Balance Sheets                       3
                  - As of March 31, 1999 and September 30, 1999
                    (unaudited)

                  Condensed Consolidated Statements of Operations
                    (unaudited)                                               4
                  - Three months ended September 30, 1998 and 1999
                  - Six months ended September 30, 1998 and 1999

                  Condensed Consolidated Statements of Cash Flows
                    (unaudited)                                               5
                  - Six months ended September 30, 1998 and 1999

                  Notes to the Condensed Consolidated Financial Statements
                    (unaudited)                                               6

         Item 2. Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                 9

         Item 3. Quantitative and Qualitative disclosures about market risks

PART II  OTHER INFORMATION

         Item 4. Submission of matters to vote of security holders            14

         Item 5. Other events                                                 16

         Item 6. Exhibits and Reports on Form 8-K                             16

SAFE HARBOR STATEMENT
Certain statements contained under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in this 10-Q, which are not
historical facts (including, without limitation, statements about future DSL
pricing, our expected cost savings, our confidence and strategies and our
expectations about new and existing products, our ability to meet our cash
requirements for the next twelve months, technologies, opportunities, market
growth, demand and acceptance of new and existing products and future commercial
deployment of the Company's products such as its DSL systems) are forward
looking statements that involve risks and uncertainties. These risks include,
but are not limited to, product demand and market acceptance risks (including
the future commercial acceptance of the Company's DSL systems by telephone
companies and other customers), the impact of competitive products and
technologies (such as cable modems and fiber optic cable), competitive pricing
pressures, product development, excess and obsolete inventory due to new product
development, commercialization and technological delays or difficulties
(including delays or difficulties in developing, producing, testing and selling
new products and technologies), the effect of the Company's accounting policies,
the effect of economic conditions and trade, legal, social, and economic risks
(such as import, licensing and trade restrictions) and other risks more fully
described in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 under the section "Risk Factors". The Company undertakes no
obligation to release publicly the result of any revisions to these forward
looking statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.



<PAGE>



<TABLE>

                                  WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                    ASSETS
                                                                                 March 31,         September 30,
                                                                                   1999                 1999
                                                                              ----------------     ---------------
                                                                                                    (unaudited)
                                                                                        (in thousands)
 Current assets:
<S>                                                                                   <C>                <C>
   Cash and cash equivalents..............................................            $ 6,715            $ 13,605
   Short term investments.................................................                  -                   -
   Accounts receivable (net of allowance of $703,000 and $759,000,                     14,132              17,952
   respectively)..........................................................
   Inventories............................................................             10,376              11,453
   Prepaid expenses and other current assets..............................              1,108                 641
   Refundable income taxes................................................                 60                  55
   Deferred income tax asset..............................................              1,000               1,000
                                                                              ----------------     ---------------
       Total current assets...............................................             33,391              44,706
                                                                              ----------------     ---------------
 Property and equipment:
   Machinery and equipment................................................             18,561              19,183
   Office, computer and research equipment................................             18,230              18,296
   Leasehold improvements.................................................              2,091               2,153
                                                                              ----------------     ---------------
                                                                                       38,882              39,632
   Less accumulated depreciation and amortization.........................             25,531              27,978
                                                                              ----------------
                                                                                                   ---------------
    Property and equipment, net...........................................             13,351              11,654
                                                                              ----------------     ---------------
 Deferred income tax asset and other assets...............................             17,665              18,995
                                                                                                   ---------------
                                                                              ================
       Total assets.......................................................          $  64,407           $  75,355
                                                                              ================     ===============

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Accounts payable.......................................................            $ 7,616             $ 5,456
   Accrued expenses.......................................................              6,655               6,327
   Accrued compensation...................................................              4,305               4,000
   Current portion of long-term debt......................................              2,189               1,627
   Deferred revenue.......................................................                413                 413
                                                                              ----------------     ---------------
    Total current liabilities.............................................             21,178              17,823
                                                                              ----------------     ---------------
 Long-term debt...........................................................              2,625               1,958
                                                                              ----------------     ---------------
 Other long-term liabilities..............................................              1,480               1,709
                                                                              ----------------     ---------------
                                                                              ----------------     ---------------
 Commitments and contingencies
 Convertible debt (net of debt discount of $1,000,000 as of September 30,                   -              19,000
 1999)....................................................................
 Stockholders' equity:
 Class A common stock, par $0.01..........................................                169                 175
   Authorized - 43,500,000 shares
   Issued and outstanding - 16,928,650 shares at March 31, 1999 and 17,489,521
   shares at September 30, 1999
 Class B common stock, par $0.01..........................................                195                 191
   Authorized - 25,000,000 shares
   Issued and outstanding - 19,527,569 shares at March 31, 1999 and 19,124,869
   shares at September 30, 1999
 Preferred stock, par $0.01...............................................                  -                   -
   Authorized - 1,000,000 shares
   Issued and outstanding - none
 Additional paid-in capital...............................................             97,561              99,543
 Cumulative translation adjustment........................................                455                 703
 Accumulated deficit......................................................           (59,256)            (65,747)
                                                                              ----------------     ---------------
       Total stockholders' equity.........................................             39,124              34,865
                                                                              ================     ===============
         Total liabilities and stockholders' equity.......................          $  64,407           $  75,355
                                                                              ================     ===============

         The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

</TABLE>

<PAGE>


<TABLE>

                                  WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>


                                                     Three Months Ended                 Six Months Ended
                                                        September 30,                     September 30,
                                                 ----------------------------      ----------------------------
                                                    1998            1999              1998            1999
                                                 ------------    ------------      ------------    ------------
                                                                          (unaudited)
                                                             (in thousands, except per share data)

<S>                                                 <C>             <C>               <C>             <C>
Equipment sales...............................      $ 17,942        $ 17,326          $ 36,328        $ 34,514
Services......................................         4,718           7,678             9,345          14,649
                                                 ------------    ------------      ------------    ------------
  Total revenues..............................        22,660          25,004            45,673          49,163

Cost of equipment sales.......................        15,210          14,358            28,818          26,246
Cost of services..............................         2,852           5,021             5,343           9,786
                                                 ------------    ------------      ------------    ------------
  Total cost of goods sold....................        18,062          19,379            34,161          36,032
                                                 ------------    ------------      ------------    ------------

   Gross margin...............................         4,598           5,625            11,512          13,131
Operating expenses:
  Sales and marketing.........................         5,261           3,414            10,030           7,112
  Research and development....................         6,578           1,619            12,708           5,216
  General and administrative..................         3,282           3,377             6,273           6,617
                                                 ------------    ------------      ------------    ------------
    Total operating expenses..................        15,121           8,410            29,011          18,945
                                                 ------------    ------------      ------------    ------------
Operating loss................................      (10,523)         (2,785)          (17,499)         (5,814)

Other (income) expense, net...................         (348)            (74)             (783)            (51)
Interest expense..............................            66             348               156             728
                                                 ------------    ------------      ------------    ------------
Loss before taxes.............................      (10,241)         (3,059)          (16,872)         (6,491)
Benefit for income taxes......................            --              --                --              --
                                                 ------------    ------------      ------------    ------------
Net loss......................................    $ (10,241)       $ (3,059)        $ (16,872)       $ (6,491)
                                                 ============    ============      ============    ============

Net loss per basic and diluted common share...      $ (0.28)        $ (0.08)          $ (0.46)        $ (0.18)
                                                 ============    ============      ============    ============
  Average number of basic and diluted
  common shares outstanding...................        36,422          36,570            36,417          36,519
                                                 ============    ============      ============    ============





        The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>

                                  WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>


                                                                                 Six Months Ended
                                                                                   September 30,
                                                                       ----------------------------------------
                                                                            1998                    1999
                                                                       -----------------       ----------------

                                                                                    (unaudited)
                                                                                   (in thousands)

<S>                                                                    <C>                     <C>
 Cash flows from operating activities:
 Net loss...........................................................   $      (16,872)         $       (6,491)
 Reconciliation of net income to net cash provided by
   (used in) operating activities:
   Depreciation and amortization....................................             3,670                   3,562
   Stock awards.....................................................             --                       --
   Deferred taxes...................................................             --                       --
 Changes in assets and liabilities:
   Increase in accounts receivable..................................           (1,082)                 (3,783)
   Decrease (increase) in inventory.................................               936                   (854)
   (Increase) decrease in prepaid expenses and deposits.............             (385)                   466
   Decrease in refundable income taxes..............................                 9                       5
   Increase (decrease) in accounts payable and accrued expenses.....             1,079                 (2,258)
   Decrease in accrued compensation.................................           (1,232)                   (305)
   Decrease in deferred revenues....................................               (1)                    --
                                                                       -----------------       ----------------
      Net cash used in operating activities.........................          (13,878)                 (9,658)
                                                                       -----------------       ----------------

 Cash flows from investing activities:
   Purchases of property and equipment..............................           (4,344)                 (2,151)
   Proceeds from sale of equipment..................................             --                      431
   Increase in other assets.........................................              (13)                 (1,474)
   Increase in short term investments...............................           (3,366)                     -
   Land and building construction held for resale...................             --                        -
                                                                       -----------------       ----------------
      Net cash used in investing activities.........................           (7,723)                 (3,194)
                                                                       -----------------       ----------------

 Cash flows from financing activities:
   Repayment of long-term debt and leases payable...................             (837)                 (1,229)
   Proceeds from issuance of convertible debt.......................             --                     19,000
   Proceeds from the issuance of common stock.......................             215                   1,983
                                                                       -----------------       ----------------
      Net cash (used in) provided by financing activities...........             (622)                19,754
                                                                       -----------------       ----------------

 Effect of exchange rate changes on cash............................                11                    (12)
      Net (decrease) increase in cash...............................          (22,212)                 6,890
 Cash and cash equivalents, beginning of period.....................            43,515                 6,715
                                                                       =================       ================
 Cash and cash equivalents, end of period...........................   $        21,303         $      13,605
                                                                       =================       ================




        The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

</TABLE>

<PAGE>


                   WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended March 31, 1999.

         In the opinion of management, the unaudited interim financial
statements included herein reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the Company's consolidated
financial position and the results of operations and cash flows at September 30,
1999, and for all periods presented. The results of operations for the three and
six month periods ended September 30, 1999 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 31, 2000.

         Effective April 1, 1999, in an effort to associate the transfer of
title of forward priced DSL product to the customer with the recognition of the
loss, the Company began recording losses due to forward pricing upon shipment to
the customer. Prior to March 31, 1999, the Company recorded losses due to
forward pricing of DSL products based upon orders received.  As of April 1,
1999, the Company did not record any cumulative effect of this change in
accounting method, as the effects were immaterial.

NOTE 2. COMPUTATION OF NET LOSS PER SHARE

         The Company follows the provisions of SFAS No. 128, which requires
companies to present basic and diluted earnings per share. The computation of
basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share includes the
number of additional common shares that would have been outstanding if the
dilutive potential common shares had been issued. The effect of this computation
on the number of outstanding shares is antidilutive for the periods ended
September 30, 1998, and 1999, and therefore the net loss per basic and diluted
earnings per share are the same.

NOTE 3. RESTRUCTURING CHARGE

         The Company recognized a restructuring charge of $1.4 million in the
three months ended December 31, 1997 and $800,000 in the three months ended
March 31, 1999. These charges included personnel, facility, and certain
development contract costs related to restructuring global operations. As of
September 30, 1999, the Company has paid approximately $1.2 million of the
restructuring costs charged in fiscal 1998 and $832,000 related to the
restructuring costs charged in fiscal 1999. During the three months ending
December 31, 1999, management anticipates making final restructuring cost
payments of approximately $70,000. At that time, management estimates that the
total remaining restructuring charge accrual balance will be approximately
$100,000. This amount will be reversed into income during the three months
ending December 31, 1999, since the final payments will be known and completed.

         The fiscal 1998 restructuring plan was to decrease costs and streamline
operations related to DSL products. The fiscal 1999 restructuring plan was to
further decrease costs, primarily by reducing the workforce by approximately
11%, and focus DSL sales efforts on indirect sales to the major phone companies
through licensing and OEM arrangements with strategic partners. The Company
anticipates the remaining expenditures related to this restructuring reserve to
occur by March 31, 2000. The Company expects cost savings of approximately $5.0
million in fiscal 2000 related to this restructuring.


<PAGE>


                   WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

The restructuring charges and their utilization are summarized as follows:

<TABLE>

                            Charge  Utilized     Balance   Charge  Utilized     Balance   Utilized     Balance
                            fiscal    fiscal   March 31,   fiscal    fiscal   March 31,     fiscal   Sept. 30,
 (in thousands)               1998      1998        1998     1999      1999        1999       2000        1999
---------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>         <C>      <C>       <C>         <C>        <C>        <C>
Employee costs...........   $  561    $  287      $  274   $  690    $  363      $  601     $  547     $    54
Contract costs...........      736       647          89       --        --          89         --          89
Legal & other costs......       86        23          63      110        17         156        123          33
---------------------------------------------------------------------------------------------------------------
Total....................  $ 1,383    $  957      $  426   $  800    $  380      $  846     $  670      $  176
===============================================================================================================

</TABLE>

NOTE 4. INTERIM SEGMENT INFORMATION

         Westell's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and market strategy. They consist of:

              1) A telecommunications equipment manufacturer of local loop
              access products, and
              2) A multi-point telecommunications service bureau specializing in
              audio teleconferencing, multi-point video conferencing, broadcast
              fax and multimedia teleconference services.

         Performance of these segments is evaluated utilizing, revenue,
operating income and total asset measurements. The accounting policies of the
segments are the same as those for Westell Technologies, Inc. Segment
information for the three and six month periods ended September 30, 1998 and
1999, are as follows:

<TABLE>

                                              Telecom               Telecom
                                             Equipment             Services                Total
                                             ---------             --------                -----
<S>                                           <C>                   <C>                  <C>
Three months ended September 30, 1998
      Revenues..........................      $17,942               $ 4,718              $ 22,660
      Operating income (loss)...........     (11,177)                   654              (10,523)
      Depreciation and amortization.....        1,483                   431                 1,914
      Total assets......................       70,735                 9,816                80,551

Three months ended September 30, 1999
      Revenues..........................      $17,326               $ 7,678              $ 25,004
      Operating income (loss)...........      (3,912)                 1,127               (2,785)
      Depreciation and amortization.....        1,139                   564                 1,703
      Total assets......................       59,823                15,532                75,355

Six months ended September 30, 1998
      Revenues..........................      $36,328               $ 9,345              $ 45,673
      Operating income (loss)...........     (19,174)                 1,675              (17,499)
      Depreciation and amortization.....        2,784                   886                 3,670
      Total assets......................       70,735                 9,816                80,551

Six months ended September 30, 1999
      Revenues..........................       34,514                14,649                49,163
      Operating income (loss)...........      (7,596)                 1,782               (5,814)
      Depreciation and amortization.....        2,469                 1,093                 3,562
      Total assets......................       59,823                15,532                75,355


</TABLE>

<PAGE>



                   WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Reconciliation of Operating loss from continuing operations for the reportable
segments to Loss from continuing operations before income taxes:

<TABLE>

                                                              Three months ended          Six months ended
                                                                 September 30,             September 30,
                                                              1998         1999           1998         1999
                                                           ----------   ----------     ----------   -------

<S>                                                        <C>          <C>           <C>           <C>
Operating loss ........................................    $ (10,523)   $ (2,785)     $ (17,499)    $ (5,814)
Other (income) expense, net............................       (348)          (74)         (783)          (51)
Interest expense.......................................          66          348           156            728
                                                             --------    ---------     ---------      -------
Loss before income taxes...............................    $ (10,241)   $ (3,059)     $ (16,872)    $ (6,491)
                                                             ========     =======       ========      =======

</TABLE>



<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATION
------------

OVERVIEW
         Westell Technologies, Inc. ("Westell" or the "Company") derives most of
its equipment revenue from the sale of telecommunications equipment that enable
telecommunications services over copper telephone wires. The Company offers a
broad range of products that facilitate the transmission of high-speed digital
and analog data between a telephone company's central office and end-user
customers. The Company's service revenues are derived from audio, multi port
video and multi media teleconferencing services from the Company's Conference
Plus, Inc.
subsidiary.

         The Company has historically used the following three product
categories in its discussion of equipment revenue:

o     DSL PRODUCTS:  products based on DSL technologies;
o     T-1 OR DS1 PRODUCTS: products used by telephone companies to enable
      digital T-1 transmission at approximately 1.5 megabits per second and E-1
      transmission at approximately 2.0 megabits per second; and
o     TRADITIONAL OR DS0 PRODUCTS: products used by telephone companies to
      deliver digital services at speeds ranging from approximately 2.4 to 64
      kilobits per second and traditional analog services with 4 kilohertz
      bandwidth.

Below is a table that compares equipment revenue for the three and six month
periods ended September 30, 1998 with the three and six-month periods ended
September 30, 1999 by product type:

<TABLE>

                                                     Three months ended:                    Six months ended:
                                              -----------------------------------  -------------------------------------
                                                 September 30,     September 30,       September 30,      September 30,
            (in thousands)                                1998              1999                1998               1999
                                              -----------------  ------------------------------------  -----------------

<S>                                                  <C>               <C>                 <C>                <C>
            DSL products....................         $   2,936         $   3,267           $   6,332          $   5,255
            T-1 or DS1 products.............            13,448            12,475              26,739             26,174
            Traditional or DS0 products.....               816               873               1,827              1,563
            Other equipment.................               742               711               1,430              1,522
                                              =================  ================  ==================  =================
            Total equipment.................            17,942         $  17,326           $  36,328          $  34,514
                                              =================  ================  ==================  =================

</TABLE>

To better reflect the current business model, beginning for the quarter ended
June 30, 1999, Westell has decided to use the following new products groupings
in its discussion of its equipment revenue:

o    HIGH CAPACITY ("HiCAP"): Products that maintain, repair and monitor
     circuits used over copper telephone wires in the portion of the phone
     companies' network connecting the central office with the customers'
     locations (the "Local Loop"). Products include all of Westell's traditional
     or DS0 products such as its analog products and a portion of Westell's T-1
     or DS1 products which include Network Interface Unit ("NIU") products.
o    TRANSPORT SYSTEMS: Products that contain components that are located both
     in the phone companies' central offices and customers' locations, creating
     integrated systems. Products include Westell's DSL product called
     Supervision, a system comprised of modems and central office shelves and
     electronics that enable high-speed transmission over copper telephone
     lines. The Transport Systems business unit also provides SmartLink(TM), a
     back-up system for wireless or cellular providers, and LinkReach(TM), a
     joint effort with Lucent to enable high-speed transmission over certain
     Lucent products.
o    CUSTOMER PREMISE EQUIPMENT ("CPE"): Products that provide high-speed DSL
     modems that are located at the customers' premises. These products include
     Westell's WireSpeed(TM) modems that are designed to hook up to single or
     multiple personal computers and to provide high-speed access.

Below is a table that compares equipment and service revenues for the three and
six month periods ended September 30, 1998 with the three and six month periods
ended September 30, 1999 by new product groupings:

<PAGE>

<TABLE>

                                                     Three months ended:                    Six months ended:
                                              -----------------------------------  -------------------------------------
                                                 September 30,     September 30,       September 30,      September 30,
            (in thousands)                                1998              1999                1998               1999
                                              -----------------  ------------------------------------  -----------------

<S>                                                  <C>               <C>                <C>                <C>
            HiCAP...........................         $  14,399         $  12,680          $   28,943         $   26,504
            Transport Systems...............             2,343             2,636               4,997              4,825
            CPE.............................             1,200             2,010               2,388              3,185
                                              -----------------  ----------------  ------------------  -----------------
            Total equipment.................            17,942            17,326              36,328             34,514
                                              -----------------  ----------------  ------------------  -----------------

            Services........................             4,718             7,678               9,345             14,649
                                              =================  ================  ==================  =================
            Total revenues..................         $  22,660         $  25,004           $  45,673          $  49,163
                                              =================  ================  ==================  =================
</TABLE>

         Westell's net revenues increased 10.3% in the three months ended
September 30, 1999 when compared to the same period last year due to a 62.7%
increase in services revenue and increases in equipment revenue of 67.5% and
12.5% from the CPE and Transport Systems business units, respectively. These
increases were partially offset by an 11.9% decrease in revenue from the HiCAP
business unit.

         The Company's net revenues increased 7.6% in the six months ended
September 30, 1999 when compared to the same period last year due to a 56.8%
increase in services revenue and a 33.4% increase in equipment revenue from the
CPE business unit. These increases were partially offset by decreases of 8.4%
and 3.4% from the HiCAP and Transport Systems business units, respectively.

         The Company expects to continue to evaluate new product opportunities
and engage in extensive research and development activities. This will require
the Company to continue to invest heavily in research and development and sales
and marketing, which could adversely affect short-term results of operations.
Due to the Company's significant ongoing investment in DSL technology, the
Company anticipates losses in at least each of the remaining fiscal 2000
quarters. The Company believes that its future revenue growth and profitability
will principally depend on its success in increasing sales of DSL products and
developing new and enhanced T-1 and other DSL products. The market for DSL
products continues to be increasingly competitive. This has caused the Company
to offer its DSL products at prices below current production costs (i.e.,
forward pricing of DSL products). Prior to March 31, 1999, the Company recorded
losses due to forward pricing of DSL products based upon orders received.
Subsequent to March 31, 1999, in an effort to associate the transfer of title of
the DSL product to the customer with the recognition of the loss, the Company
began recording losses due to forward pricing on DSL products upon shipment to
the customer. As of April 1, 1999, the Company did not record any cumulative
effect of this change in accounting method, as the effects were immaterial.
During July 1999, the Company received DSL orders from an international and a
domestic customer priced below anticipated production costs. The Company
recognized a loss with respect to these forward priced orders of $855,000 in the
quarter ended September 30, 1999 and anticipates recognizing an estimated loss
with respect to these orders of $300,000 in the quarter ended December 31, 1999.
Management believes that manufacturing costs will decrease when (i) more
cost-effective chipsets are available, (ii) product design efficiencies are
obtained, and (iii) economies of scale are obtained related to increased volume.
The Company could continue to record losses on DSL product sales prior to
achieving cost-effective chipsets, product design efficiencies and economies
related to volume production that would have a material adverse effect on the
Company's business and results of operations.

         In the current fiscal year, the majority of the DSL revenue has been
generated by shipments of DSL systems used in trials for data applications
(i.e., Internet access and work at home) due to the growth in users accessing
the World Wide Web through the Internet and the need to increase transmission
speed when accessing local area networks and downloading large text graphics and
video files. In view of the Company's reliance on the emerging DSL market for
growth and the unpredictability of orders and subsequent revenues, the Company
believes that period to period comparisons of its financial results are not
necessarily meaningful and should not be relied upon as an indication of future
performance. Revenues from the Company's analog products (traditional or DSO
products) have declined in recent years as telephone companies continue to move
from analog to digital transmission services. The Company also expects that
revenues from Network Interface Unit ("NIU") products (a T-1/DS1 product) in its
new HiCAP product group may decline as telephone companies increase the use of
alternative technologies such as HDSL. Failure to increase revenues from new
products, whether due to lack of market acceptance, competition, pricing
pressures, technological change or otherwise, would have a material adverse
effect on the Company's business and results of operations.


<PAGE>


RESULTS OF OPERATIONS - Periods ended September 30, 1999 compared to periods
ended September 30, 1998

Revenues. The Company's revenues increased 10.3% from $22.7 million in the three
months ended September 30, 1998 to $25.0 million in the three months ended
September 30, 1999. The revenue increase in the three month period was primarily
due to increased service revenue from the Company's Conference Plus, Inc.
subsidiary of $3.0 million when compared with the same period of the prior year.
Equipment revenue from the Company's CPE and Transport systems business units
increased by $810,000 and $293,0000, respectively, when compared with the same
three month period of the prior year. The increased teleconference service
revenue reflects an increase in call minutes at the Company's Conference Plus,
Inc. subsidiary. The increased CPE and Transport Systems equipment revenue was
due to overall unit volume increases offset in part by lower average system sale
prices resulting primarily from changes in product mix. These increases were off
set in part by a decrease of $1.7 million from the HiCAP business unit. The
decrease in HiCAP revenue was due primarily to lower unit shipments of DS1
products as local service providers transition to high speed digital based
products for providing service.

The Company's revenues increased 7.6% from $45.7 million in the six months ended
September 30, 1998 to $49.2 million in the six months ended September 30, 1999.
The revenue increase in the six month period was primarily due to increased
service revenue from the Company's Conference Plus, Inc. subsidiary of $5.3
million when compared with the same period of the prior year. Equipment revenue
from the Company's CPE business unit increased by $797,000 and when compared
with the same six month period of the prior year. The increased teleconference
service revenue reflects an increase in call minutes at the Company's Conference
Plus, Inc. subsidiary. The increased CPE equipment revenue was due to overall
unit volume increases offset in part by lower average system sale prices
resulting primarily from changes in product mix. These increases were off set in
part by a decrease of $2.4 million from the HiCAP business unit. The decrease in
HiCAP revenue was due primarily to lower unit shipments of DS1 products as local
service providers transition to high speed digital based products for providing
service.

Gross Margin. Gross margin as a percentage of revenue increased from 20.3% in
the three months ended September 30, 1998 to 22.5% in the three months ended
September 30, 1999 and increased from 25.2% in the six months ended September
30, 1998 to 26.7% in the six months ended September 30, 1999. Gross profit
margin for the period ended September 30, 1998 was effected by recording $1.7
million loss due to forward pricing on DSL orders received during the September
1998 quarter. Gross profit margin for the periods ended September 30, 1999 was
effected by a $855,000 loss due to forward pricing on DSL shipments during the
September 1999 quarter. To a lesser extent continued pricing pressures and
product mix changes for the DS0 and DS1 products also contributed downward
pressure on gross profit margin. During the quarter, the Company's Conference
Plus, Inc. subsidiary invested in additional infrastructure enhancements to
handle increased call minutes which also impacted gross margins.

Sales and Marketing. Sales and marketing expenses decreased 35.1%, or $1.8
million, to $3.4 million in the three months ended September 30, 1999 and
decreased 29.1%, or $2.9 million, to $7.1 million in the six months ended
September 30, 1999 when compared to the same period last year. Sales and
marketing expenses decreased as a percentage of revenues from 23.2% in the three
months ended September 30, 1998 to 13.7% in the three months ended September 30,
1999 and decreased as a percentage of revenues from 22.0% in the six months
ended September 30, 1998 to 14.5% in the six months ended September 30, 1999.
The decrease in sales and marketing expenses during the three and six month
periods was primarily due to cost reductions resulting from management's
initiatives undertaken late last fiscal year to streamline DSL sales and
marketing efforts. The Company believes that continued investment in sales and
marketing will be required to expand its product lines, bring new products to
market and service customers.


<PAGE>


RESULTS OF OPERATIONS - continued

Research and Development. Research and development expenses decreased 75.4%, or
$5.0 million, to $1.6 million in the three months ended September 30, 1999 and
decreased 59.0%, or $7.5 million, to $5.2 million in the six months ended
September 30, 1999 when compared to the same period last year. Research and
development expenses decreased as a percentage of revenues from 29.0% in the
three months ended September 30, 1998 to 6.5% in the three months ended
September 30, 1999 and decreased as a percentage of revenues from 27.8% in the
six months ended September 30, 1998 to 10.6% in the six months ended September
30, 1999. This decrease in research and development expenses was primarily due
to the Company receiving $2.4 million and $3.1 million during the three and six
month periods ended September 30, 1999, respectively, from customers to fund
on-going engineering projects, which was offset against research and development
expenses. Additional cost savings in the current fiscal year are due to cost
reductions resulting from management's restructuring initiatives undertaken late
last fiscal year. Additionally, cost savings have resulted from the absence of
costs related to the Company's European operation, Westell Europe Limited, which
was eliminated earlier in the current fiscal year. The Company believes that a
continued commitment to research and development will be required for the
Company to remain competitive.

General and Administrative. General and administrative expenses increased 2.9%,
from $3.3 million in the three months ended September 30, 1998 to $3.4 million
in the three months ended September 30, 1999 and increased 5.5%, from $6.3
million in the six months ended September 30, 1998 to $6.6 million in the six
months ended September 30, 1999. General and administrative expenses decreased
as a percentage of revenues from 14.5% in the three months ended September 30,
1998 to 13.5% in the three months ended September 30, 1999 and decreased as a
percentage of revenues from 13.7% in the six months ended September 30, 1998 to
13.5% in the six months ended September 30, 1999. The general and administrative
expense increase was primarily due to information systems enhancements during
the three and six month periods, partially offset by the results from management
initiatives and restructuring that took place in the March 1999 quarter to
streamline administrative functions both domestically and internationally.

Other (income) expense, net. Other (income) expense, net decreased from $348,000
in the three months ended September 30, 1998 to $74,000 in the three months
ended September 30, 1999 and decreased from $783,000 in the six months ended
September 30, 1998 to $51,000 in the six months ended September 30, 1999. Other
income is primarily comprised of interest income earned on temporary cash
investments, the elimination of minority interest and unrealized gains of losses
on intercompany balances denominated in foreign currency.

Interest expense. Interest expense increased from $66,000 in the three months
ended September 30, 1998 to $348,000 in the three months ended September 30,
1999 and increased from $156,000 in the six months ended September 30, 1998 to
$728,000 in the six months ended September 30, 1999. Interest expense during the
current period is a result of interest incurred on the Company's subordinated
secured convertible debentures, Warrants to purchase Class A Common Stock and
net obligations outstanding during the period under promissory notes and
equipment borrowings.

Benefit for income taxes. There was no Benefit for income taxes recorded for
both three and six month periods ended September 30, 1998 and 1999. As in each
quarter of fiscal 1999, the Company provided valuation reserves for the entire
benefit generated during the three and six month periods of $1.4 million and
$2.7 million, respectively, since the resulting gross deferred tax asset would
have exceeded the value of tax planning strategies available to the Company. The
Company will evaluate on a quarterly basis it's ability to record a benefit for
income taxes in relation to the value of tax planning strategies available in
relation to the resulting gross deferred asset.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1999, the Company had $13.6 million in cash and short-term
investments which is being invested in short term investments consisting of the
highest rated grade corporate commercial paper.

The Company's operating activities used cash of approximately $9.7 million in
the six months ended September 30, 1999, which resulted primarily from a loss
from continuing operations before income taxes of $2.9 million (net of

<PAGE>

RESULTS OF OPERATIONS - continued



depreciation), increases in accounts receivable and inventory and decreases in
accrued compensation, accounts payable and accrued expenses offset partially by
a decrease in prepaid expenses.

Capital expenditures for the six month period ended September 30, 1999 were $2.2
million, all of which was funded by available cash. The Company expects to spend
approximately $3.8 million for the remainder of fiscal year 2000 related to
capital equipment expenditures.

At September 30, 1999, the Company's principle sources of liquidity were $13.6
million of cash and cash equivalents and a secured credit facility that the
Company may borrow up to $16.0 million based upon receivables and inventory
levels and up to an additional $4.1 million under a secured equipment line of
credit. Cash and cash equivalents, anticipated funds from operations, along with
available credit lines and other resources, are expected to be sufficient to
meet cash requirements for the next twelve months. Cash in excess of operating
requirements will continue to be invested on a short term basis in federal
government agency instruments and the highest rated grade commercial paper.

The Company has committed to binding purchase orders for ADSL products from
customers priced below anticipated production costs. The Company expects to ship
these products during the third quarter of fiscal 2000. The anticipated loss on
these forward priced orders is $400,000. Approximately $100,000 of these losses
impacted liquidity during the second quarter of fiscal 2000 for the materials
and the manufactured products that were in inventory at September 30, 1999. The
Company could continue to record losses on DSL product sales if management
enters into similar sales arrangements prior to achieving manufacturing cost
reductions of DSL products through (i) obtaining more cost effective DSL
chipsets, (ii) product design efficiencies and (iii) economies related to volume
production. The Company can not estimate the amounts of possible future forward
priced orders or their subsequent effect on liquidity.

The Company has approximately $4.6 million in income tax credit carryforwards
and a tax benefit of $29.8 million related to a net operating loss carryforward
that is available to offset taxable income in the future. The tax credit
carryforwards begin to expire in 2008 and the net operating loss carryforward
begins to expire in 2012.

Realization of deferred tax assets associated with the Company's future
deductible temporary differences, net operating loss carryforwards and tax
credit carryforwards is dependent upon generating sufficient taxable income
prior to their expiration. Although realization of the deferred tax asset is not
assured and the Company has incurred operating losses for the 1996, 1997, 1998,
and 1999 fiscal years, management believes that it is more likely than not that
it will generate taxable income sufficient to realize the recorded tax benefit
associated with future temporary differences, NOL carryforwards and tax credit
carryforwards prior to their expiration through a tax planning strategy
available to the Company. Management has determined that the strategy is not
sufficient to realize all of the deferred tax assets available to the Company
and as such, has recorded a valuation allowance of $17.9 million. On a quarterly
basis, management will assess whether it remains more likely than not that the
recorded deferred tax asset will be realized. If the tax planning strategy is
not sufficient to generate taxable income to recover the deferred tax benefit
recorded, an increase in the valuation allowance will be required through a
charge to the income tax provision. However, if the Company achieves sufficient
profitability or has available additional tax planning strategies to utilize a
greater portion of the deferred tax asset, an income tax benefit would be
recorded to decrease the valuation allowance.

YEAR 2000 COMPLIANCE

         The Company determined that portions of its software systems needed to
be modified and/or replaced so to properly utilize dates beyond December 31,
1999 (the "year 2000 compliance"). The Company believes that with software
upgrades and modifications and with the conversion to new software, the impact
of the year 2000 on its computer systems will be mitigated. The implementation
of the plan to remediate the Company's Information Technology ("IT") systems,
which included efforts to mitigate the impact that the year 2000 will have on
the Company, was substantially completed as of March 31, 1999 (the "Project").

         The Project included upgrading system software, hardware and processes
that are not exclusively related to year 2000 compliance. The Project utilized
both internal and external resources. The Company has a full-time manager
dedicated to the Project as well as addressing other year 2000 compliance

<PAGE>

RESULTS OF OPERATIONS - continued


issues. The Project cost for the Company is estimated to be $1.8 million. These
costs are expensed as incurred, except for approximately $800,000 that was
capitalized unrelated to year 2000 compliance. The Company had expensed
approximately $300,000 related this Project, as of March 31, 1999 with the
remaining $700,000 to be expensed over the next two years as operating lease
payments come due. The upgrading of system software, hardware and processes was
essentially completed as of March 31, 1999, as planned and within previous cost
estimates.

         The Company has assessed how the year 2000 will impact both internal
and external non-IT systems including product compliance, machinery and
equipment, engineering support systems and tools, human resource data bases,
payroll processing, banking systems, benefit plan third party administrators,
and customer systems and vendor compliance. The Company has made an assessment
that substantially all products produced by the Company, and systems used by the
Company to manufacture products, are year 2000 compliant. The Company is
continuing to question customers and vendors to determine whether their systems
and products are year 2000 compliant. The Company has received sufficient
information from a majority of its customers and vendors that year 2000
compliance of customers or vendors will not materially impact the Company's
operations.

         The Company has completed its testing of year 2000 compliance of the
engineering systems and tools. The engineering systems and tools utilized by the
Company that are integral to product development schedules are upgraded annually
through license renewals. The current upgrades of the engineering support
systems and automated engineering tools are year 2000 compliant. Management
believes that year 2000 compliance will not have a significant impact on the
Company's development schedules. The Company's human resource database and the
payroll processing systems have been evaluated for year 2000 compliance and were
upgraded in order to be year 2000 compliant. The Company has received
confirmation that its primary banks and its benefit plan third party
administrators systems are or will be year 2000 compliant.

         The Company believes that it is proactive in assessing the impact that
the year 2000 will have on both its internal and external IT and non-IT systems.
Where material and where feasible, the cost of year 2000 compliance has been
quantified. The Company is at varying stages of evaluating the impacts of the
year 2000 on its business and its results of operations. The Company believes
that its actions, evaluations and processes currently undertaken are sufficient
to assess and mitigate the impacts that the year 2000 will have on the Company.

         The Company has developed a contingency plan for all areas including
those that have been determined to be year 2000 compliant to address the effects
that the year 2000 may have on its operations. Management believes that its
actions, evaluations and processes should provide sufficient time to address the
year 2000 risks as they are revealed. Risks related to customer year 2000
noncompliance are not within the Company's control, however, and therefore, the
noncompliance of customer systems may materially adversely impact the Company's
operations. Year 2000 compliance of the Company's vendors is also not within the
control of the Company. However, the Company believes that it will have
sufficient time to mitigate vendor year 2000 noncompliance and replace such
vendors with vendors that are year 2000 compliant due to the general
availability of electrical component material contained in the Company's
products.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
---------------------------------------------------------------------

         Westell is subject to certain market risks, including foreign currency
and interest rates. The Company has foreign subsidiaries in Canada and Ireland
that develop and sell products and services in those respective countries. The
Company is exposed to potential gains and losses from foreign currency
fluctuation affecting net investments and earnings denominated in foreign
currencies. After the sale of Westell's European subsidiary in June 1999, the
Company's future primary exposure is to changes in exchange rates for the U.S.
Dollar versus the Canadian dollar and the Irish pound.


<PAGE>

RESULTS OF OPERATIONS - continued


         In the 1999 fiscal year, the net change in the cumulative foreign
currency translation adjustments account, which is a component of stockholders'
equity, was an unrealized gain of $455,000. The Company also recorded a
transaction gain of $284,000 for fiscal 1998 and a transaction loss of $729,000
for fiscal 1999 in Other income (expense) for fluctuations on foreign currency
rates on intercompany accounts anticipated by management to be settled in the
foreseeable future.

         As of September 30, 1999, the net change in the cumulative foreign
currency translation adjustments account, which is a component of stockholders'
equity, was an unrealized gain of $703,000. The Company also recorded a
transaction loss of $24,000 for the quarter ended September 30, 1999 in Other
income (expense) for fluctuations on foreign currency rates on intercompany
accounts anticipated by management to be settled in the foreseeable future.

         The Company does not have significant exposure to interest rate risk
related to its debt obligations, primarily U.S. Dollar denominated. The
Company's market risk is the potential loss arising from adverse changes in
interest rates. As further described in Note 2 of the Company's 10-k for the
period ended March 31, 1999, the Company's debt consists primarily of a
floating-rate bank line-of credit. Market risk is estimated as the potential
decrease in pretax earnings resulting from a hypothetical increase in interest
rates of 10% (i.e. from approximately 8% to approximately 18%) average interest
rate on the Company's debt. If such an increase occurred, the Company would
incur approximately $450,000 per annum in additional interest expense based on
the average debt borrowed during the twelve months ended March 31, 1999. The
Company does not feel such additional expense is significant.

The Company does not currently use any derivative financial instruments relating
to the risk associated with changes in interest rates.




<PAGE>



PART II. OTHER INFORMATION
--------------------------

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

On September 17, 1999 the Company held its annual shareholders meeting. Matters
put before vote of the security holders were the election of directors and the
approval of the issuance of shares of Class A Common Stock issuable upon
conversion of $20,000,000 aggregate principle amount of the Company's 6% Secured
Subordinated Convertible debentures Due 2004 and upon the exercise of warrant to
purchase 909,091 shares of Class A Common Stock at an exercise price of $8.9208
per share. The results were as follows based upon total votes cast of
75,721,878:


                                                 For                Withheld
                                                 ---                --------
Robert H. Gaynor                             75,574,493              213,195
Melvin J. Simon                              75,574,493              200,025
Paul A. Dwyer                                75,574,512              201,305
Robert C. Penny                              75,574,531              203,974
John W. Seazholtz                            75,572,655              200,025
Ormand J. Wade                               75,574,493              200,045

Issuance of Class A Common Stock:            75,537,797              155,914

ITEM 5. OTHER EVENTS
--------------------

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

   a)    The following documents are furnished as an exhibit and numbered
         pursuant to Item 601 of regulation S-K:

         Exhibit 3.2: (Corrected) Amended And Restated By-laws Of Westell
                      Technologies, Inc.
         Exhibit 27:  Financial Data Schedule

   b) The registrant was not required to file any reports on Form 8-K for the
quarter.


                                   SIGNATURES
                                   ----------


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


                                        WESTELL TECHNOLOGIES, INC.
                                        --------------------------
                                         (Registrant)

DATE: November 12, 1999
                                        By: ROBERT H. GAYNOR
                                            --------------------
                                            ROBERT H. GAYNOR
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer


                                        By: NICHOLAS C. HINDMAN
                                            -----------------------
                                            NICHOLAS C. HINDMAN
                                            Interim Chief Financial Officer