<PAGE>

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

                                   FORM 10-QSB

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended:           December 31, 2000 or

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission File Number:        0-27252

                            AML COMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                               77-0130894
-------------------------------                             -------------------
(State or Other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

      1000 Avenida Acaso
     Camarillo, California                                          93012
      ---------------------                                         ------
 (Address of principal executive offices)                         (Zip Code)


                                 (805) 388-1345
                       ------------------------------------
                 (Issuer's telephone number including area code)

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

                              Yes X   No
                                 ---    ---

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

Common Stock Outstanding as of December 31, 2000:   6,317,006


Transitional Small Business Disclosure Format:  Yes    No X
                                                   ---   ---

Number of pages in this Form 10-Q SB 14
                                     --

<PAGE>

                            AML COMMUNICATIONS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>       <C>                                                                             <C>
PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements (unaudited)

            Statements of Operations for the three months and nine months ended
            December 31, 2000 and December 31, 1999                                         3

            Balance Sheets at December 31, 2000 and March 31, 2000                          4

            Statements of Cash Flows for the nine months ended                              5
            December 31, 2000 and December 31, 1999

            Notes to the Financial Statements                                               6

Item 2.     Management's Discussion and Analysis of                                         7
            Financial Condition and Results of Operations

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                              12

Item 6.     Exhibits and Reports on Form 8-K                                               12


            SIGNATURES                                                                     13

</TABLE>


                                           2

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                            AML COMMUNICATIONS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                     Three Months Ended             Nine Months Ended
                                               ----------------------------    ----------------------------
                                               December 31     December 31,    December 31,    December 31,
                                                   2000            1999            2000            1999
                                               ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>
Net sales                                      $  1,179,000    $  1,514,000    $  3,905,000    $  6,066,000
Cost of goods sold                                1,205,000       1,083,000       3,733,000       3,886,000
                                               ------------    ------------    ------------    ------------
    Gross profit (loss)                             (26,000)        431,000         172,000       2,180,000

Operating expenses:
    Selling, general & administrative               512,000         554,000       1,747,000       1,916,000
    Research and development                        638,000         436,000       2,014,000       1,229,000
                                               ------------    ------------    ------------    ------------
                                                  1,150,000         990,000       3,761,000       3,145,000
                                               ------------    ------------    ------------    ------------
Loss from operations                             (1,176,000)       (559,000)     (3,589,000)       (965,000)

    Other income, net                                    --          65,000          64,000         195,000
                                               ------------    ------------    ------------    ------------
Loss before provision for income taxes           (1,176,000)       (494,000)     (3,525,000)       (770,000)
Provision for income taxes                          288,000              --         288,000              --
                                               ------------    ------------    ------------    ------------

Net loss                                       $ (1,464,000)   $   (494,000)   $ (3,813,000)   $   (770,000)
                                               ============    ============    ============    ============

Basic loss per share                           $      (0.23)   $      (0.08)   $      (0.60)   $      (0.12)
                                               ============    ============    ============    ============
Basic weighted average number of shares of
    common stock outstanding                      6,317,000       6,266,000       6,317,000       6,266,000
                                               ============    ============    ============    ============

Diluted loss per share                         $      (0.23)   $      (0.08)   $      (0.60)   $      (0.12)
                                               ============    ============    ============    ============
Diluted weighted average number of shares of
    common stock outstanding                      6,317,000       6,266,000       6,317,000       6,266,000
                                               ============    ============    ============    ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>

                            AML COMMUNICATIONS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                       DECEMBER 31,      MARCH 31,
                                                                                           2000            2000
                                                                                       ------------    ------------
                                                                                        (UNAUDITED)      (AUDITED)
<S>                                                                                   <C>             <C>
ASSETS
Current Assets:
      Cash and cash equivalents                                                        $  1,313,000    $  4,659,000
      Accounts receivable, net of allowance for doubtful accounts of                        647,000       1,134,000
                   $26,000 at December 31, 2000 and  $72,000 at March 31, 2000
      Inventories                                                                         3,007,000       2,341,000
      Other current assets                                                                  552,000         512,000
                                                                                       ------------    ------------
           Total current assets                                                           5,519,000       8,646,000

Property and Equipment, at cost:                                                          5,692,000       4,884,000
      Less - Accumulated depreciation and amortization                                   (3,743,000)     (3,051,000)
                                                                                       ------------    ------------
                                                                                          1,949,000       1,833,000

Deferred Taxes                                                                                   --         288,000
Other Assets                                                                                108,000          14,000
                                                                                       ------------    ------------
                                                                                       $  7,576,000    $ 10,781,000
                                                                                       ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Accounts payable                                                                 $  1,201,000    $    844,000
      Line of credit                                                                        214,000              --
      Current portion of capital lease obligations                                          248,000          65,000
      Accrued expenses:
          Accrued payroll and payroll related expenses                                      281,000         359,000
          Accrued commissions                                                                32,000          99,000
          Income tax payable                                                                     --         190,000
          Other accrued liabilities                                                         181,000         254,000
                                                                                       ------------    ------------
                Total current liabilities                                                 2,157,000       1,811,000

Capital Lease Obligations, net of current portion                                           342,000         141,000

Stockholders' Equity:
      Preferred stock, $.01 par value:
           1,000,000 shares authorized; no shares issued or outstanding
      Common stock, $.01 par value:                                                          64,000          64,000
           15,000,000 shares authorized; 6,317,006 shares issued
                and outstanding at December 31, 2000 and 6,315,256 shares issued and
outstanding at March 31, 2000
      Capital in excess of par value                                                      9,541,000       9,480,000
       Less treasury stock: 114,500 shares, at cost                                        (223,000)       (223,000)
      Accumulated deficit                                                                (4,305,000)       (492,000)
                                                                                       ------------    ------------
                                                                                          5,077,000       8,829,000
                                                                                       ------------    ------------
                                                                                       $  7,576,000    $ 10,781,000
                                                                                       ============    ============

</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                       4

<PAGE>

                            AML COMMUNICATIONS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                      NINE MONTHS ENDED
                                                                                 ----------------------------
                                                                                 DECEMBER 31,    DECEMBER 31,
                                                                                     2000            1999
                                                                                 ------------    ------------
<S>                                                                             <C>             <C>
Cash Flows from Operating Activities:
      Net loss                                                                   $ (3,813,000)   $   (770,000)
      Adjustments to reconcile net loss
           to net cash used in operating activities:
                Depreciation and amortization                                         692,000         538,000
                Changes in assets and liabilities:
                     Decrease (increase) in:
                          Accounts receivable                                         487,000        (673,000)
                          Inventories                                                (666,000)       (617,000)
                          Deferred taxes                                              288,000              --
                          Other assets                                                  5,000        (315,000)
                     Increase (decrease) in:
                          Accounts payable                                            357,000         625,000
                          Accrued expenses                                           (218,000)       (166,000)
                          Income tax payable                                         (190,000)             --
                                                                                 ------------    ------------
Net cash used in operating activities                                              (3,058,000)     (1,378,000)
                                                                                 ------------    ------------

Cash Flows from Investing Activities:
      Purchases of property and equipment                                            (383,000)       (343,000)
                                                                                 ------------    ------------
Net cash used in investing activities                                                (383,000)       (343,000)
                                                                                 ------------    ------------

Cash Flows from Financing Activities:
      Proceeds from exercise of stock options                                           3,000           3,000
      Proceeds from line of credit                                                    214,000              --
      Principal payments on capital lease obligations                                (122,000)        (22,000)
                                                                                 ------------    ------------
Net cash provided by (used in) financing activities                                    95,000         (19,000)
                                                                                 ------------    ------------
Net decrease in Cash and Cash Equivalents                                          (3,346,000)     (1,740,000)
Cash and Cash Equivalents, beginning of period                                      4,659,000       6,597,000
                                                                                 ------------    ------------
Cash and Cash Equivalents, end of period                                         $  1,313,000    $  4,857,000
                                                                                 ============    ============

Supplemental disclosures of cash flow information:
      Cash paid during the period for:
           Interest                                                              $     34,000    $     23,000
                                                                                 ============    ============
           Income taxes                                                                    --              --
                                                                                 ============    ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

                            AML COMMUNICATIONS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
                                   (UNAUDITED)

1.         BASIS OF PRESENTATION

           AML Communications, Inc. (the "Company") is a designer,
manufacturer, and marketer of amplifiers and related products for the global
wireless industry. The Company currently focuses on the following sectors of
the wireless market: cellular telephony, broadband wireless access, personal
communication services, wireless messaging, opto-electronic components and
hybrid microwave circuits. The accompanying unaudited financial statements
have been prepared in conformity with accounting principles generally
accepted in the United States. However, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
omitted or condensed pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). In the opinion of management all adjustments
(consisting of normal recurring adjustments) necessary for a fair
presentation have been included. The results of operations and cash flows for
the three and nine month periods presented are not necessarily indicative of
the results of operations for a full year. These financial statements should
be read in conjunction with the Company's audited financial statements for
the year ended March 31, 2000 and notes thereto included in the Company's
Annual Report on Form 10-KSB.

           We have been advised by our independent public accountants that,
if prior to the completion of their audit of our financial statements for the
year ending March 31, 2001 we are unable to demonstrate our ability to fund
our operations for the following 12 months, their auditor's report on those
financial statements will be modified for the contingency related to our
ability to continue as a going concern.

2.         EARNINGS PER SHARE

           Basic earnings per share is computed by dividing net income or
loss by the weighted average number of shares outstanding for the year.
"Diluted" earnings per share is computed by dividing net income or loss by
the total of the weighted average number of shares outstanding plus, if
applicable, the dilutive effect of outstanding stock options (applying the
treasury stock method).

3.         INVENTORIES

           Inventories include costs of material, labor and manufacturing
overhead and are stated at the lower of cost (first-in, first-out) or market
and consist of the following:

<TABLE>
<CAPTION>

                                 DECEMBER 31,     MARCH 31,
                                     2000           2000
                                 ------------   ------------
                                  (UNAUDITED)     (AUDITED)
         <S>                    <C>            <C>
          Raw materials          $  2,324,000   $  1,785,000
          Work-in-process             441,000        252,000
          Finished goods              242,000        304,000
                                 ------------   ------------
                                 $  3,007,000   $  2,341,000
                                 ============   ============

</TABLE>

                                       6

<PAGE>

4.         LINE OF CREDIT

           In November 2000, the Company renewed its line of credit with
Silicon Valley Bank for $1,000,000. This revolving line of credit bears
interest at the bank's reference rate (prime rate) plus 1.00 percent (9.50%
at December 31, 2000). This line of credit is secured by substantially all of
the Company's assets and expires on November 9, 2001. As of December 31,
2000, there was $214,000 in outstanding borrowings under the line of credit.
Borrowings are subject to a borrowing base of accounts receivable and there
are no financial covenants. In connection with the renewal of the line of
credit, the Company issued the bank a warrant to purchase 27,429 shares of
common stock that can be exercised at a price of $2.1875 per share. The
warrant expires on November 9, 2007.

5.         CAPITAL LEASES

           In April 2000, the Company entered into two non-cancelable capital
leases to acquire test equipment valued in aggregate at $47,000. The terms of
the leases are identical and call for 36 equal monthly aggregate payments of
$1,524 commencing in May 2000 and at an annual interest rate of 9.9%.

           In August 2000, the Company entered into two non-cancelable
capital leases to acquire manufacturing equipment valued in aggregate at
$342,000. The terms of the lease are identical and call for 60 monthly
payments commencing in August 2000 with an initial payment amount of $10,962.
The payment amount decreases to $7,393 in September 2001 and to $4,911 in
September 2002. The annual interest rate is 8.59%.

           In October 2000, the Company entered into a non-cancelable capital
lease to acquire manufacturing equipment valued in aggregate at $36,000. The
terms of the lease call for 60 monthly payments commencing in November 2000
with an initial amount of $1,090. The payment amount decreases to $727 in
November 2001 and to $487 in November 2002. The annual interest rate is
10.71%.

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

           This filing contains forward-looking statements which involve
risks and uncertainties. The Company's actual future results may differ
materially from the results discussed in the forward-looking statements. When
used in this report, the words "expects" "anticipates" and "estimates" and
similar expressions are intended to identify forward looking statements.
Factors that might cause a difference include, but are not limited to:
include the ability to finance our activities and maintain our financial
liquidity, the ability to attract and retain qualified, knowledgeable
employees; economic conditions; reductions or cancellations in orders from
new or existing customers; limited number of potential customers; variability
in gross margins on new products; success in the design of new products;
failure to acquire new customers; continued or new deterioration of business
and economic conditions in the Company's customers' marketplaces; intensely
competitive industry conditions with increasing price competition; business
conditions; and, growth in the wireless communications market. Please read
the factors set forth in "Additional Factors That May Affect Future Results"
and other risks detailed in the Company's Securities and Exchange Commission
filings. AML Communications, Inc. undertakes no obligation to publicly
release any revisions to these forward looking statements to reflect events
or circumstances after the date this report is filed with the Securities and
Exchange Commission or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1999

           NET SALES. Net sales for the three months ended December 31, 2000
were $1.2 million compared to net sales of $1.5 million in the three months
ended December 31, 1999, a 22.1% decrease. The decrease in net sales was
largely attributable to decreased sales of the Company's cellular products,
which contributed $147,000, or 12.5% of net sales, for the three months ended
December 31, 2000, compared to $999,000 , or 66.0% of net sales, for the
three months ended December 31, 1999. The decrease in cellular product sales
can be attributed to a decision by the Company to focus future product
development in other, non-cellular frequencies such as the PCS and wireless
messaging frequencies. Net sales of PCS and wireless messaging products
increased to $573,000, or 48.6%

                                       7

<PAGE>

of net sales, during the three months ended December 31, 2000, compared to
$162,000, or 10.7% of net sales, during the three months ended December 31,
1999. PCS and wireless messaging sales increased due to the commencement of
production for certain newly developed PCS products. There were no net sales
of Broadband Wireless Access ("BWA") products during the three months ended
December 31, 2000, compared to $125,000, or 8.3% of net sales, during the
three months ended December 31, 1999. Net sales of hybrid microwave and other
products for the three months ended December 31, 2000 were $459,000, or 38.9%
of net sales, compared to $227,000, or 15.0% of net sales, in the three
months ended December 31, 1999. The increase in hybrid microwave and other
products is attributable to the shipment of newly developed products.

           GROSS PROFIT (LOSS). Gross loss for the three months ended
December 31, 2000 was ($26,000) or (2.2%) of net sales, compared to a gross
profit of $431,000, or 28.5% of net sales, for the three months ended
December 31, 1999. The primary reason for the gross loss was absorption of
fixed costs across a smaller base of net sales, due to lower net sales during
the three months ended December 31, 2000 compared to the three months ended
December 31, 1999.

           SELLING, GENERAL AND ADMINISTRATIVE COSTS. Selling, general and
administrative costs for the three months ended December 31, 2000 were
$512,000, or 43.4% of net sales, compared to $554,000, or 36.6% of net sales,
for the three months ended December 31, 1999. This dollar decrease was
attributed to lower commissions that were due to lower net sales and a
restructuring of commission rates earned by third party sales representatives.

           RESEARCH AND DEVELOPMENT COSTS. Research and development costs for
the three months ended December 31, 2000 were $638,000, or 54.1% of net
sales, compared to $436,000, or 28.8% of net sales, for the three months
ended December 31, 1999. The increase is due to higher labor and material
costs required for the design and development of new products. The number of
new products being developed has increased substantially and the Company
continues to invest both material and labor in the design and development of
new products for the PCS, wireless messaging, hybrid microwave and
opto-electronic markets.

           OTHER INCOME, NET. Other income on a net basis was zero for the
three months ended December 31, 2000 compared to $65,000 for the three months
ended December 31, 1999. The decrease is due to a decrease in interest income
as a result of decreased average invested funds and to an increase in
interest expense as a result of a higher amounts of equipment purchases
financed through capital leases.

           PROVISION FOR TAXES. For the three months ended December 31, 2000
the provision for income taxes was $288,000 compared to no provision during
the same period ended December 31, 1999. During the three month period ended
December 31, 2000, the Company elected to increase its valuation allowance
related to its $288,000 deferred tax asset due to uncertainty as to when it
will be able to realize tax benefits from that asset. Although the Company
incurred a net loss during the three-month period ended December 31, 1999,
the Company recorded no benefit from income taxes since the Company has
utilized all net operating loss carry-back benefits.

           NET LOSS. For the reasons set forth above, the Company generated
net loss in the third quarter of fiscal 2001 of $1,464,000 compared to a net
loss of $494,000 in the third quarter of fiscal 2000.

NINE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO NINE MONTHS ENDED
DECEMBER 31, 1999

           NET SALES. Net sales for the nine months ended December 31, 2000
were $3.9 million compared to net sales of $6.1 million in the nine months
ended December 31, 1999, a 35.6% decrease. The decrease in net sales is
largely attributable to a decrease in sales of the Company's cellular
products, which contributed $963,000, or 24.7% of net sales, for the nine
months ended December 31, 2000, compared to $4.0 million or 66.1% of net
sales, for the nine months ended December 31, 1999. The decrease in cellular
product sales can be attributed to the fulfillment of a large order to a
certain customer during the nine months ended December 31, 1999 and to a
decision by the Company to focus future product development in other,
non-cellular frequencies such as the PCS and wireless messaging frequencies.
The decrease in cellular products was offset partially by an increase in PCS
and wireless messaging products, which increased to $2.1 million, or 54.0%,
of net sales during the nine months ended December 31, 2000, compared to
$910,000, or 15.0% of net sales, during the nine months ended December 31,
1999. PCS and wireless messaging sales increased due to the aforementioned
emphasis by the Company upon the PCS and wireless messaging segments. PCS and
wireless messaging sales increased due to the commencement of

                                       8

<PAGE>

production for certain newly developed PCS products. Sales of BWA products
decreased to $34,000, or 0.9% of net sales, during the nine months ended
December, 2000, compared to $605,000, or 10.0% of net sales, during the nine
months ended December 31, 1999. BWA sales decreased due to insufficient
market demand. Net sales of hybrid microwave and other products increased to
$800,000 or 20.5% of net sales, during the nine months ended December 31,
2000, compared to $543,000 or 8.9% of net sales, during the nine months ended
December 31, 1999. The increase in hybrid microwave and other products is
attributable to the shipment of newly developed products.

           GROSS PROFIT. Gross profit for the nine months ended December 31,
2000 was $172,000 or 4.4% of net sales, compared to $2.2 million, or 35.9% of
net sales, for the nine months ended December 31, 1999. The decreased gross
profit resulted from manufacturing inefficiencies related to one particular
product and from a reserve of $200,000 provided for inventory related to that
particular product because the Company was unable to ascertain as to when or
if future shipments of that product will occur. Furthermore, another factor
contributing to the lower gross profit was absorption of fixed costs across a
smaller base of net sales, due to lower net sales during the nine months
ended December 31, 2000 compared to the nine months ended December 31, 1999.

           SELLING, GENERAL AND ADMINISTRATIVE COSTS. Selling, general and
administrative costs for the nine months ended December 31, 2000, were $1.7
million, or 44.7% of net sales, compared to $1.9 million, or 31.6% of net
sales, for the nine months ended December 31, 1999. This dollar decrease was
attributed to lower commissions that were due to lower net sales and a
restructuring of commission rates earned by third party sales representatives
and to a reduction in sales and marketing personnel. The Company believes
that investment in sales and marketing is necessary to promote the Company's
products in a very competitive market and therefore it is expected that
expenses for sales and marketing will increase in subsequent financial
periods.

           RESEARCH AND DEVELOPMENT COSTS. Research and development costs for
the nine months ended December 31, 2000 were $2.0 million, or 51.6% of net
sales, compared to $1.2 million, or 20.3% of net sales, for the nine months
ended December 31, 1999. The increase is due to higher labor and material
costs required for the design and development of new products. The number of
new products being developed has increased substantially and the Company
continues to invest both material and labor in the design and development of
new products for the cellular, PCS, wireless messaging, hybrid microwave
markets and opto-electronic markets.

           OTHER INCOME, NET. Other income for the nine months ended December
31, 2000 was $64,000 compared to $195,000 for the nine months ended December
31, 1999. The decrease is due to a decrease in interest income as a result of
decreased average invested funds and to an increase in interest expense as a
result of a higher amounts of equipment purchases financed through capital
leases.

           PROVISION FOR TAXES. For the nine months ended December 31, 2000
the provision for income taxes was $288,000 compared to no provision during
the same period ended December 31, 1999. During the nine month period ended
December 31, 2000, the Company elected to increase its valuation allowance
related to its $288,000 deferred tax asset due to uncertainty as to when it
will be able to realize tax benefits from that asset. Although the Company
incurred a net loss during the nine-month period ended December 31, 1999, the
Company recorded no benefit from income taxes since the Company has utilized
all net operating loss carry-back benefits.

           NET LOSS. For the reasons set forth above, the Company generated
net loss in the nine months ended December 31, 2000 of $3.8 million compared
to a net loss of $770,000 for the nine months ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

           Historically, the Company has financed its operations primarily
from internally generated funds and, to a lesser extent, loans from
stockholders and capital lease obligations. In December 1995, the Company
completed its initial public offering of 1,725,000 shares of common stock
(including the exercise of the underwriters' over allotment option), raising
net proceeds of approximately $7.7 million. It is the net proceeds of the
initial public offering that has provided the funds to maintain inventory and
working capital balances.

           On August 10, 1998, the Company announced that its board of
directors authorized a stock buyback program of up to 400,000 shares of the
Company's outstanding common stock. Shares repurchased pursuant to the

                                       9

<PAGE>

buyback will be purchased from time to time in the open market or in
negotiated transactions and will be held for issuance in connection with the
future exercise of employee stock options. The Company repurchased 114,500
shares at an aggregate cost of $224,000 during fiscal 1999. The Company did
not repurchase any additional shares during fiscal 2000 or during the first
nine months of fiscal 2001.

           In April 2000, the Company entered into two non-cancelable capital
leases to acquire test equipment valued in aggregate at $47,000. The terms of
the leases are identical and call for 36 equal monthly aggregate payments of
$1,524 commencing in May 2000 and at an annual interest rate of 9.9%.

           In August 2000, the Company entered into two non-cancelable
capital leases to acquire manufacturing equipment valued in aggregate at
$342,000. The terms of the lease are identical and call for 60 monthly
payments commencing in August 2000 with an initial payment amount of $10,962.
The payment amount decreases to $7,393 in September 2001 and to $4,911 in
September 2002. The annual interest rate is 8.59%.

           In October 2000, the Company entered into a non-cancelable capital
lease to acquire manufacturing equipment valued in aggregate at $36,000. The
terms of the lease call for 60 monthly payments commencing in November 2000
with an initial amount of $1,090. The payment amount decreases to $727 in
November 2001 and to $487 in November 2002. The annual interest rate is
10.71%.

           In November 2000, the Company renewed its line of credit with
Silicon Valley Bank for $1,000,000. This revolving line of credit bears
interest at the bank's reference rate (prime rate) plus 1.00 percent (9.50%
at December 31, 2000). This line of credit is secured by substantially all of
the Company's assets and expires on November 9, 2001. As of December 31,
2000, there was $214,000 in outstanding borrowings under the line of credit.
Borrowings under the line of credit are subject to a borrowing base of
accounts receivable and there are no financial covenants. In connection with
the renewal of the line of credit, the Company issued the bank a warrant to
purchase 27,429 shares of common stock at a price of $2.1875 per share. This
warrant expires on November 9, 2007.

           At December 31, 2000 the Company had $1.3 million in cash and cash
equivalents. The Company's operating activities used cash of approximately
$3.1 million for the nine months ended December 31, 2000 primarily as a
result of a loss from operations, increases in inventories, accounts payable
and line of credit, and a decrease in accounts receivable. The Company's
capital expenditures of $383,000 for the nine months ended December 31, 2000
were primarily for manufacturing equipment, manufacturing test equipment,
information system improvements and leasehold improvements.

           We have been advised by our independent public accountants that,
if prior to the completion of their audit of our financial statements for the
year ending March 31, 2001 we are unable to demonstrate our ability to fund
our operations for the following 12 months, their auditor's report on those
financial statements will be modified for the contingency related to our
ability to continue as a going concern.

           We believe that the remaining net proceeds from its initial public
offering and borrowing capacity from its line of credit may not be sufficient
to finance the Company for the next 12 months. The Company is attempting to
procure additional sources of financing. Other sources may include, but not
be limited to, an equity investment in the Company by a third party. However,
there are no assurances that the Company will be able to successfully obtain
additional financing at terms acceptable to the Company, if at all.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

           Future operating results may be impacted by a number of factors
that could cause actual results to differ materially from those stated
herein, which reflect management's current expectations. These factors
include our ability to finance our activities and maintain our financial
liquidity, industry specific factors (including the reliance upon continued
growth of the wireless communications market, significant competition in the
communications infrastructure equipment industry characterized by rapid
technological change, new product development, product obsolescence and
significant price erosion over the life of a product), our ability to timely
develop and produce commercially viable products at competitive prices, the
ability of our products to operate and be compatible with various OEM base
station equipment, our ability to produce products which meet the quality
standards of both

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existing and potential new customers, our ability to accurately anticipate
customer demand, our ability to manage expense levels, the availability and
cost of components, and worldwide economic and political conditions.

           We have been advised by our independent public accountants that,
if prior to the completion of their audit of our financial statements for the
year ending March 31, 2001 we are unable to demonstrate our ability to fund
our operations for the following 12 months, their auditor's report on those
financial statements will be modified for the contingency related to our
ability to continue as a going concern.

           We believe that the ability to remain a going concern is
predicated upon being able to procure an additional investment of equity
capital from a third party. We face the risk that we will not be able to
procure such an investment in a timely manner and thus the financial
viability of the Company could be jeopardized.

           We believe that, to the extent that foreign sales are recognized,
we may face increased risk associated with political and economic
instability, compliance with foreign regulatory rules governing export
requirements, tariffs and other trade barriers, differences in intellectual
property protections, longer accounts receivable cycles, currency
fluctuations and general trade restrictions. If any of these risks
materialize, they could have a material adverse effect on our business,
results of operations and financial condition.

           We have evaluated the credit exposure associated with conducting
business with foreign customers and have concluded that such risk is
acceptable. Nevertheless, any significant change in the economy or a
deterioration in United States trade relations or the economic or political
stability of foreign markets could have a material adverse effect on our
business, results of operations and financial condition.

           Sales to foreign customers are invoiced in U.S. dollars.
Accordingly, we currently do not engage in foreign currency hedging
transactions. However, as we expand further into foreign markets, greater
risk associated with general business, political and economic conditions in
those markets, may be experienced. At such time, we may seek to lessen our
exposure through currency hedging transactions. No assurance can be made that
a currency hedging strategy would be successful in avoiding currency exchange
related losses. In addition, should the relative value of the U.S. dollar in
comparison to foreign currencies increase, the resulting increase in the
price of the Company's products to foreign customers could result in
decreased sales which could have a material adverse impact on our business,
results of operations and financial condition.

           We experience significant price competition and expect price
competition in the sale of our products to remain intense. No assurance can
be given that our competitors will not develop new technologies or
enhancements to existing products or introduce new products that will offer
superior price or performance features. We expect our competitors to offer
new and existing products at prices necessary to gain or retain market share.
Several of our competitors have substantial financial resources, which may
enable them to withstand sustained price competition or a downturn in the
pricing of their products in the future. Substantially all of our competitors
have, and potential future competitors could have, substantially greater
technical, marketing, distribution and other resources than we do and have,
or could have, greater name recognition and market acceptance of their
products and technologies.

           We receive periodic order forecasts from our major customers who
have no obligation to purchase the forecasted amounts. Nevertheless, we
maintain significant work in process and raw materials inventory as well as
increased levels of technical production staff to meet order forecasts and/or
management's projections. To the extent our major customers purchase less
than the forecasted amounts, we will have higher levels of inventory than
otherwise needed, increasing the risk of obsolescence and we will have
increased levels of production staff to support such forecasted orders. Such
higher levels of inventory and increased employee levels could reduce our
liquidity and could have a material adverse effect on our business, results
of operations and financial condition.

           The markets in which our customers and we compete are
characterized by rapidly changing technology, evolving industry standards and
communications protocols and continuous improvements in products and
services. Our future success depends on our ability to enhance our current
products and to develop and introduce in a timely manner new products that
keep pace with technological developments, industry standards and
communications protocols, compete effectively on the basis of price,
performance and quality, adequately address OEM customer and end-user
customer requirements and achieve market acceptance. We believe that to
remain competitive in the future we will need to continue to develop new
products, which will require the investment of significant financial
resources in new product development. In the event our newly developed
products are not timely developed or do not gain market acceptance, our
business, results of operations and financial condition could be materially
adversely affected.

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                           PART II - OTHER INFORMATION

ITEM 1     LEGAL PROCEEDINGS

           The Company is not party to any legal proceedings, the adverse
outcome of which, individually or in the aggregate, management believes would
have a material adverse effect on the business, financial condition, or results
of operations of the Company.


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

(a)              Exhibits

      10.28      Change in Control Agreement dated December 20, 2000
                 between AML Communications, Inc. and Karl R. Brier.

      10.29      Change in Control Agreement dated December 20, 2000
                 between AML Communications, Inc. and Scott T. Behan.

      10.30      Change in Control Agreement dated December 20, 2000
                 between AML Communications, Inc. and Kevin W. Pietramala.

      10.31      Settlement and Release Agreement dated January 17, 2001
                 between AML Communications, Inc. and Jacob Inbar.

      27         Financial Data Schedule

(b)              Reports on Form 8-K


                 The Company filed no current Reports on Form 8-K during the
                 quarter ended December 31, 2000.

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<PAGE>

                                   SIGNATURES

           In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                           AML Communications, Inc.



Date:      February 14, 2001               /S/ Karl R. Brier
                                           -----------------------
                                           Karl R. Brier
                                           Chief Financial Officer and Treasurer










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