<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                                   (Mark One)


              [x] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000


                                       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: 0-27482


                                XETEL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                  DELAWARE                                    74-2310781
          (State of Incorporation)                   (I.R.S. Employer ID Number)


                              2105 GRACY FARMS LANE
                               AUSTIN, TEXAS 78758
          (Address of principal executive offices, including zip code)


                                 (512) 435-1000
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (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 other 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 [ ]

As of the close of business on February 2, 2001, 9,919,193 shares of the
registrant's common stock, par value $.0001 per share, were outstanding.



<PAGE>   2


                                XETEL CORPORATION
                                      INDEX


<TABLE>
<S>                                                                                                       <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  Condensed Financial Statements (unaudited)

         Balance Sheets as of April 1, 2000 and December 30, 2000                                         3

         Statements of Operations for the three and nine months ended
             December 25, 1999 and December 30, 2000                                                      4

         Statements of Cash Flows for the nine months ended
             December 25, 1999 and December 30, 2000                                                      5

         Notes to Financial Statements                                                                    6

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

ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk                                        16


PART II.  OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K                                                                 17

SIGNATURES                                                                                                17
</TABLE>


<PAGE>   3



PART I            FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

                                XETEL CORPORATION
                                 BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                           April 1,    December 30,
                                                                             2000          2000
                                                                          ---------    ------------
                                                                                        (unaudited)
<S>                                                                        <C>            <C>
ASSETS

Current assets:
     Cash and cash equivalents                                             $  7,398       $  5,085
     Trade accounts receivable, net                                          24,464         32,029
     Inventories, net                                                        23,074         52,474
     Deferred tax asset                                                       1,022          1,161
     Prepaid expenses and other                                                 896          6,196
                                                                           --------       --------
         Total current assets                                                56,854         96,945

Property and equipment, net                                                   6,367          6,677
Deferred tax asset                                                            1,500            200
                                                                           --------       --------
         TOTAL ASSETS                                                      $ 64,721       $103,822
                                                                           ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Trade accounts payable                                                $ 21,643       $ 33,099
     Current portion of long-term debt                                        7,120             --
     Accrued expenses and other liabilities                                   3,402         10,481
                                                                           --------       --------
         Total current liabilities                                           32,165         43,580



Deferred income taxes                                                           133            133
Long-term debt, net of current portion                                        7,591         29,471

Commitments and contingencies

Stockholders' equity:
     Preferred stock, $0.0001 par value, 4,000,000 shares authorized,
        none issued and outstanding                                              --             --
     Common stock, $0.0001 par value, 25,000,000 shares authorized,
        9,482,431 and 9,925,191 shares issued and 9,476,433 and
        9,919,193 shares outstanding, respectively                           22,228         22,831
     Retained earnings                                                        2,625          7,807
     Deferred compensation                                                      (21)            --
                                                                           --------       --------
         Total stockholders' equity                                          24,832         30,638
                                                                           --------       --------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 64,721       $103,822
                                                                           ========       ========
</TABLE>



The accompanying notes are an integral part of these financial statements.     3


<PAGE>   4


                                XETEL CORPORATION
                            STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             Three Months Ended              Nine Months Ended
                                        -----------------------------   ----------------------------
                                        December 25,     December 30,   December 25,    December 30,
                                            1999             2000           1999            2000
                                        ------------     ------------   ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Net sales                                $  29,425       $  52,064       $  84,567       $ 141,480
Cost of sales                               27,737          46,644          79,397         128,198
                                         ---------       ---------       ---------       ---------
     GROSS PROFIT                            1,688           5,420           5,170          13,282

Selling, general and administrative
   expenses                                  1,574           2,346           4,559           6,186
Recoveries, net                               (465)         (1,719)           (674)         (2,781)
                                         ---------       ---------       ---------       ---------
     INCOME FROM OPERATIONS                    579           4,793           1,285           9,877
Other expense, net                            (137)           (640)           (514)         (1,612)
                                         ---------       ---------       ---------       ---------


    INCOME BEFORE INCOME TAXES                 442           4,153             771           8,265

Provision for income taxes                     168           1,522             293           3,083
                                         ---------       ---------       ---------       ---------
     NET INCOME                          $     274       $   2,631       $     478       $   5,182
                                         =========       =========       =========       =========

     Basic earnings per share            $    0.03       $    0.27       $    0.05       $    0.54
                                         =========       =========       =========       =========

     Basic weighted average shares
       outstanding                           9,379           9,795           9,307           9,633
                                         =========       =========       =========       =========

     Diluted earnings per share          $    0.03       $    0.26       $    0.05       $    0.52
                                         =========       =========       =========       =========

     Diluted weighted average
          shares outstanding                 9,499          10,197           9,515           9,978
                                         =========       =========       =========       =========
</TABLE>




The accompanying notes are an integral part of these financial statements.     4


<PAGE>   5


                               XETEL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                     ---------------------------
                                                     December 25,   December 30,
                                                         1999           2000
                                                     ------------   ------------
<S>                                                   <C>            <C>
Cash flows from operating activities:
   Net income                                         $    478       $  5,182
   Adjustments to reconcile net income
       to net cash (used in) provided
     by operating activities:
        Deferred income taxes                               --          1,161
        Depreciation and amortization                    1,464          1,451
        Deferred compensation                              104             21
        Gain on disposal of equipment                       (9)           (28)
Changes in assets and liabilities:
        Trade accounts receivable                       (3,924)        (7,565)
        Inventories                                      2,313        (29,400)
        Prepaid expenses and other                        (110)        (5,300)
        Trade accounts payable                             443         11,456
        Accrued expenses and other liabilities            (673)         7,079
                                                      --------       --------
CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                   86        (15,943)
Cash flows from investing activities:
       Purchases of property and equipment                (492)        (1,824)
       Proceeds from sale of equipment                      68             91
                                                      --------       --------
CASH USED IN INVESTING ACTIVITIES                         (424)        (1,733)
Cash flows from financing activities:
      Net borrowings under debt
              agreements                                    14         14,760
      Proceeds from stock options exercised                154            466
      Cash proceeds from stock issued under
              employee stock purchase plan                 214            137
                                                      --------       --------
CASH PROVIDED BY FINANCING ACTIVITIES                      382         15,363
Increase (decrease) in cash and cash equivalents            44         (2,313)
Cash and cash equivalents, beginning of period           7,330          7,398
                                                      --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD              $  7,374       $  5,085
                                                      ========       ========
</TABLE>



  The accompanying notes are an integral part of these financial statements.  5


<PAGE>   6


                                XETEL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1. THE COMPANY AND DESCRIPTION OF BUSINESS ACTIVITIES

    XeTel Corporation (the "Company") provides comprehensive and customized
electronics manufacturing solutions to original equipment manufacturers
primarily in the networking, telecommunications and computer industries. The
Company incorporates advanced prototype services and complex electronics
manufacturing assembly capabilities, together with materials and supply base
management, advanced testing, systems integration services and order
fulfillment, to provide turnkey solutions for its customers.

NOTE 2. BASIS OF PRESENTATION

     These interim financial statements have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). All adjustments have been made to the accompanying
interim financial statements which are, in the opinion of the Company's
management, necessary for a fair presentation of the Company's operating results
and include all adjustments of a normal recurring nature. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. It is recommended that these
interim financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended April 1, 2000. The results of operations for any interim
period are not necessarily indicative of the results of operations for the
entire year. Certain reclassifications have been made in the prior period
financial statements to conform with the current period presentation.

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 establishes accounting and reporting standards for derivative
instruments embedded in other contracts (collectively referred to as
"derivatives"), and for hedging activities. SFAS No. 133, as amended by SFAS No.
137, is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000, with earlier application encouraged. The Company does not
currently use derivative instruments and, therefore, does not expect that the
adoption of SFAS No. 133 will have an impact on its financial position or
results of operations.

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." In SAB No. 101, the SEC staff expresses its view regarding the
appropriate recognition of revenue with regard to a variety of circumstances,
some of which are of particular relevance to the Company. The Company will be
required to adopt SAB No. 101, as amended by SAB No. 101B, for the quarter
beginning December 31, 2000. The Company does not believe that the adoption of
SAB No. 101 will have a significant impact on its financial statements and
related disclosures.

     In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN No. 44")
"Accounting for Certain Transactions Involving Stock Compensation," an
interpretation of APB Opinion No. 25. FIN No. 44 clarifies the application of
APB No. 25 for only certain issues. It does not address any issues related to
the application of the fair value method in SFAS No. 123. Among other issues,
FIN No. 44 clarifies (a) the definition of employee for purposes of applying APB
No. 25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence of various modifications to
the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN No.
44 is effective July 1, 2000, but certain conclusions in the interpretation
cover specific events that occur after either December 15, 1998, or January 12,
2000. The Company has early adopted the provisions of FIN No. 44. The adoption
of FIN No. 44 did not have a significant impact on the Company's financial
statements and related disclosures.



                                                                               6
<PAGE>   7


                                XETEL CORPORATION
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


NOTE 4. RECOVERIES, NET

    The components of Recoveries, net included in the Statements of Operations
are as follows (in thousands):

<TABLE>
<CAPTION>
                                                              THREE MONTHS                NINE MONTHS
                                                                 ENDED                       ENDED
                                                      ---------------------------  --------------------------
                                                      DECEMBER 25,   DECEMBER 30,  DECEMBER 25,  DECEMBER 30,
                                                          1999           2000         1999          2000
                                                      ------------   ------------  ------------  ------------
                                                                          (UNAUDITED)
<S>                                                     <C>           <C>           <C>           <C>
Recoveries from customer A under forbearance
     agreement ...................................      $  (465)      $(2,425)      $  (674)      $(3,487)
Provisions for customer B ........................           --           486            --           486
Other expenses ...................................           --           220            --           220
                                                        -------       -------       -------       -------
                                                        $  (465)      $(1,719)      $  (674)      $(2,781)
                                                        =======       =======       =======       =======
</TABLE>

    Recoveries totaling $2.4 million and $465,000 in the quarters ended December
30, 2000 and December 25, 1999, respectively, were realized from a work out plan
and forbearance agreement with customer A. For the nine-month periods ended
December 30, 2000 and December 25, 1999, recoveries of $3.5 million and
$674,000, respectively, were realized from customer A.

    The work out plan and forbearance agreement was entered into with customer A
due to a provision certain amounts receivable at the end of fiscal year 1999. As
a result of the work out plan, the Company recovered substantially all of the
fiscal 1999 principal amounts reserved. The work out plan also called for the
issuance of warrants to acquire shares of the customer's common stock and the
recovery of amounts due to the Company in the form of interest. These warrants
were sold in February 2001.

     Due to several recent factors, including turning collection of amounts due
from customer B over to legal counsel, the Company recorded a provision for all
amounts due from customer B in the quarter ended December 30, 2000. The total
provision for this customer in the quarter ended December 30, 2000 was $486,000.
Other expenses, netted with recoveries, in the quarter ended December 30, 2000
was $220,000.

NOTE 5. TRADE ACCOUNTS RECEIVABLE, NET

    Trade accounts receivable, net consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                 APRIL 1,      DECEMBER 30,
                                                  2000             2000
                                                 --------      ------------
                                                       (UNAUDITED)
<S>                                              <C>            <C>
Accounts receivable .......................      $ 27,512       $ 32,406
Less: allowance for doubtful accounts .....        (3,048)          (377)
                                                 --------       --------
                                                 $ 24,464       $ 32,029
                                                 ========       ========
</TABLE>

NOTE 6. INVENTORIES, NET

    Inventories, net consist of the following (in thousands):

<TABLE>
<CAPTION>
                             APRIL 1,    DECEMBER 30,
                               2000         2000
                             --------    ------------
                                  (UNAUDITED)
<S>                           <C>          <C>
Raw materials ..........      $19,203      $41,593
Work in progress .......        3,602        8,787
Finished goods .........          269        2,094
                              -------      -------
                              $23,074      $52,474
                              =======      =======
</TABLE>



                                                                               7
<PAGE>   8


                                XETEL CORPORATION
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


    As of April 1, 2000 and December 30, 2000, the Company had allowances for
obsolete raw materials (principally printed circuit board components) of $2.2
million and $0.7 million, respectively.

NOTE 7. NOTES PAYABLE AND LONG-TERM DEBT

    As of April 1, 2000 and December 30, 2000, the Company had (i) a three-year
revolving loan facility for $35 million with commercial banks and (ii) an
equipment lease facility from a financial services company. There was $14.7
million and $29.5 million outstanding under the commercial bank line of credit
as of April 1, 2000 and December 30, 2000, respectively. As of December 30,
2000, the interest rate charged on the line of credit was 10.0%. The borrowings
are secured by the accounts receivable and inventory of the Company. The Company
was eligible to borrow an additional $0.3 million, at December 30, 2000,
pursuant to the revolving loan facility's borrowing formula. The Company's
financing facilities contain certain restrictions, which among others, require
maintenance of minimum financial ratios. At April 1, 2000 and December 30, 2000,
the Company was in compliance with such financial covenants.

NOTE 8. EARNINGS PER COMMON SHARE

    Basic EPS is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the related period.
Diluted EPS is similar to basic EPS except that the weighted average of common
shares outstanding is increased to include the number of common share
equivalents, when inclusion is dilutive. Common share equivalents are comprised
of stock options. The number of common share equivalents outstanding relating to
stock options is computed using the treasury stock method.

    The following table sets forth the computation of basic and diluted earnings
per share (unaudited):

<TABLE>
<CAPTION>
                                                           THREE MONTHS                     NINE MONTHS
                                                               ENDED                            ENDED
                                                   ----------------------------     -----------------------------
                                                   DECEMBER 25,    DECEMBER 30,     DECEMBER 25,     DECEMBER 30,
                                                       1999            2000             1999             2000
                                                   ------------    ------------     ------------     ------------
<S>                                                  <C>              <C>              <C>              <C>
Basic earnings per share:
  Weighted average shares outstanding                  9,379            9,795            9,307            9,633
                                                     =======          =======          =======          =======
  Net income ..............................          $   274          $ 2,631          $   478          $ 5,182
                                                     =======          =======          =======          =======
  Basic earnings per share ................          $  0.03          $  0.27          $  0.05          $  0.54
                                                     =======          =======          =======          =======

Diluted earnings per share:
  Weighted average shares outstanding                  9,379            9,795            9,307            9,633
Common stock equivalents:
  Stock options ...........................              120              402              208              345
                                                     -------          -------          -------          -------
                                                       9,499           10,197            9,515            9,978
                                                     =======          =======          =======          =======
  Net income ..............................          $   274          $ 2,631          $   478          $ 5,182
                                                     =======          =======          =======          =======
  Diluted earnings per share ..............          $  0.03          $  0.26          $  0.05          $  0.52
                                                     =======          =======          =======          =======
</TABLE>



                                                                               8
<PAGE>   9



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

    The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this filing. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking
statements as a result of certain factors, including the risks discussed in
"Risk Factors that May Affect Future Results, Financial Condition and Market
Price of Securities" set forth elsewhere in this filing.

    All percentage amounts and ratios were calculated using the underlying data
in thousands. Operating results for the three and nine month periods ended
December 25, 1999 and December 30, 2000 are not necessarily indicative of the
results that may be expected for the full fiscal year.

OVERVIEW

    We were founded in 1984 and, since our inception, have manufactured surface
mount assemblies and performed other manufacturing services for original
equipment manufacturers, or OEMs, in the electronics industry. The development
and growth of our business have generally followed the trend by OEMs in the
electronics industry to outsource all or a portion of their manufacturing
requirements. In view of this trend, we have developed a range of electronics
manufacturing services including product development support and advanced
prototyping, materials procurement and supply base management, complex surface
mount assembly, total system assembly and integration, manufacturing in various
production volumes, advanced test engineering and testing, and after-market
support. We have sought to forge long-term relationships with our customers as a
single-source provider of comprehensive electronics manufacturing services.

    In recent years we have implemented strategies to diversify our customer
base, improve profitability, advance our manufacturing technologies and
capabilities, broaden our service offerings and expand our manufacturing
capacity. During fiscal 1999, a major OEM customer transferred its manufacturing
of certain computer products in house as a part of its restructuring. In
response, we reduced our cost structure by resizing our operations and
subletting excess administrative and manufacturing space. We also continued to
adopt advanced technologies, such as flip-chip and micro-ball grid array, in
advance of the continuing emergence and commercial introduction of more complex
electronics devices. In addition, we expanded into high growth markets requiring
low- to moderate-volume, highly complex manufacturing solutions, and reorganized
our service offerings by establishing dedicated service centers and broadening
our services in total system assembly, systems integration and order
fulfillment.

    As a result of these efforts, we have experienced increases in our net sales
and profitability in recent quarters, fueled in large part by new relationships
that we have developed with networking and telecommunications OEMs. In the
quarter ended December 30, 2000, we derived approximately 42% of our net sales
from networking OEMs and 41% from telecommunications OEMs. In addition, the
percentage of revenues derived from our largest customer has decreased to 21% of
net sales in the third quarter of fiscal 2001, from a peak of 55% of net sales
in our first quarter of fiscal 1999. We have increased our gross profit margins
as a result of our increased asset utilization, higher sales levels and cost
management.

    Our results of operations are affected by the level of capacity utilization
of our manufacturing facilities, indirect labor costs and selling, general and
administrative expenses. Accordingly, gross margins and operating income margins
have generally improved during periods of high volume and high capacity
utilization. Margins also vary based on the type of services we provide.




                                                                               9
<PAGE>   10


RESULTS OF OPERATIONS

    The following table sets forth, as a percentage of net sales, historical
statements of operations data for the three and nine month periods ended
December 25, 1999 and December 30, 2000.

<TABLE>
<CAPTION>
                                                               THREE MONTHS                       NINE MONTHS
                                                                   ENDED                             ENDED
                                                       -----------------------------      ----------------------------
                                                       DECEMBER 25,     DECEMBER 30,      DECEMBER 25,    DECEMBER 30,
                                                           1999             2000              1999            2000
                                                       ------------     ------------      ------------    ------------
<S>                                                        <C>              <C>              <C>              <C>
Net sales .......................................          100.0%           100.0%           100.0%           100.0%
Cost of sales ...................................           94.3             89.6             93.9             90.6
                                                           -----            -----            -----            -----
Gross profit ....................................            5.7             10.4              6.1              9.4
Selling, general and administrative expenses ....            5.3              4.5              5.4              4.4
                                                                                                              .....
Recoveries, net .................................           (1.6)            (3.3)            (0.8)            (2.0)
                                                           -----            -----            -----            -----
Income from operations ..........................            2.0              9.2              1.5              7.0
Other expense, net ..............................           (0.5)            (1.2)            (0.6)            (1.1)
                                                           -----            -----            -----            -----
Income before income taxes ......................            1.5              8.0              0.9              5.9
Provision for income taxes ......................            0.6              2.9              0.3              2.2
                                                           -----            -----            -----            -----
Net income ......................................            0.9%             5.1%             0.6%             3.7%
                                                           =====            =====            =====            =====
</TABLE>

NET SALES

    Net sales for the quarter ended December 30, 2000 were $52.1 million,
reflecting an increase of 77% from our net sales in the comparable quarter
period of the prior year of $29.4 million. Sales to our three largest customers
during the quarter ended December 30, 2000 represented 21%, 14% and 9% of total
net sales, with no other customer accounting for more than 5% of net sales.
Sales to our three largest customers during the quarter ended December 25, 1999
represented 17%, 16% and 8% of total net sales, with no other customer
accounting for more than 5% of net sales.

    Net sales for the nine-month period ended December 30, 2000, were $141.5
million, which reflected an increase of 67% from net sales of $84.6 million in
the comparable nine-month period of the prior fiscal year.

    The higher sales levels for the three and nine month periods ended December
30, 2000, versus the comparable periods of the prior fiscal year, mainly
reflected programs for new customers primarily in the networking and
telecommunications segments of the electronics market.

GROSS PROFIT

    Gross profit is defined as net sales less cost of sales. Cost of sales
consists of direct labor, direct material and manufacturing overhead (which
includes manufacturing and process engineering expenses). Gross profit is
affected by, among other factors, the level of sales, mix of services, component
costs and the level of capacity utilization at our facilities.

    Gross profit for the quarter ended December 30, 2000 was $5.4 million versus
$1.6 million for the quarter ended December 25, 1999. Our gross margin, which
represents our gross profit as a percentage of net sales, increased to 10.4% in
the third quarter of fiscal 2001, versus 5.7% in the third quarter of fiscal
2000.

     Gross profit for the nine months ended December 30, 2000 was $13.3 million
versus $5.2 million for the nine months ended December 25, 1999. Gross margin
for the first nine months of fiscal 2001 was 9.4% of net sales versus 6.1% in
the comparable prior year period.

     The favorable change in gross profit and gross margin was a result of
higher sales levels, increased utilization of manufacturing assets, inventory
variances, a greater mix of higher yielding prototype services and cost
management.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    Selling, general and administrative, or SG&A, expenses consist primarily of
salaries and related expenses, marketing and promotional expenses, and sales
commissions paid to direct sales personnel and independent sales representative
organizations.

    SG&A expenses were $2.3 million in the quarter ended December 30, 2000
versus $1.6 million in the comparable quarter of the prior fiscal year. SG&A
expenses represented 4.5% of net sales for the quarter ended December 30, 2000
versus 5.3% of net sales for the quarter ended December 25, 1999, with the
decrease attributable to higher sales levels and cost management.



                                                                              10
<PAGE>   11


     SG&A expenses were $6.2 million in the first nine months of fiscal 2001
versus $4.6 million in the comparable prior year period. SG&A expenses as a
percentage of net sales decreased to 4.4% for the first nine months of fiscal
2001, from 5.4% in the comparable prior year period, primarily as a result of
higher sales levels.

RECOVERIES, NET

    Recoveries totaling $2.4 million and $465,000 in the quarters ended December
30, 2000 and December 25, 1999, respectively, were realized from a work out plan
and forbearance agreement with customer A. For the nine-month periods ended
December 30, 2000 and December 25, 1999, recoveries of $3.5 million and
$674,000, respectively, were realized from customer A.

    The work out plan and forbearance agreement was entered into with customer A
due to a provision of certain amounts receivable at the end of fiscal year 1999.
As a result of the work out plan, we recovered substantially all of the fiscal
1999 principal amounts reserved. The work out plan also called for the issuance
of warrants to acquire shares of the customer's common stock and the recovery of
amounts due us in the form of interest. These warrants were sold in February
2001.

     Due to several recent factors, including turning collection of amounts due
from customer B over to our legal counsel, we recorded a provision for all
amounts due from customer B in the quarter ended December 30, 2000. The total
provision for this customer in the quarter ended December 30, 2000 was $486,000.
Other expenses, netted with recoveries, in the quarter ended December 30, 2000
was $220,000.

OTHER EXPENSE, NET

    Other expense, net for the quarter ended December 30, 2000 increased to
$640,000 compared to $137,000 for the quarter ended December 25, 1999. Other
expense, net for the nine months ended December 30, 2000 increased to $1.6
million compared to $514,000 for the nine months ended December 25, 1999. The
fiscal 2001 change in other expense, net over the comparable three-and-nine
month periods of fiscal 2000 was due to increased interest expense incurred on
higher borrowings in fiscal 2001.

INCOME TAXES

    The provision for income taxes of $1.5 million and $168,000 for the quarter
ended December 30, 2000 and December 25, 1999, respectively, reflected an
effective tax rate of 37% and 38%. The provision for income taxes of $3.1
million and $293,000 for the nine months ended December 30, 2000 and December
25, 1999, respectively, also reflected an effective tax rate of 37% and 38%.

LIQUIDITY AND CAPITAL RESOURCES

    Our working capital was $53.4 million at December 30, 2000, compared to
$24.7 million at the end of fiscal 2000. Our available working capital at
December 30, 2000 included cash and cash equivalents of $5.1 million.

    Net cash used in operating activities was $15.9 million for the nine months
ended December 30, 2000. Cash flows used in operating activities during the nine
months ended December 30, 2000 primarily resulted from higher inventories and
accounts receivable balances associated with higher sales levels; these were
partially offset by other changes in working capital.

    Capital expenditures during the nine months ended December 30, 2000 were
$1.8 million. Management anticipates that capital expenditures in fiscal 2001
will increase from the level of capital expenditures made in fiscal 2000 to
accommodate higher sales levels in fiscal 2001 and from the leasehold
improvements made on the new Dallas facility.

    In connection with our relocation and expansion in Dallas, Texas, in
December 2000 we entered into a seven-year lease for a 50,000 square foot
manufacturing facility. The lease requires payments of approximately $34,000 per
month over the duration of the lease.

    As of December 30, 2000, we had $51 million in credit lines and equipment
lease facilities, made up of the following: (1) a three-year revolving loan
facility for $35 million that was entered into on March 31, 2000; and (2) an
equipment lease facility for $16 million from a financial services company.
There was $29.5 million outstanding under the revolving credit facility at
December 30, 2000. The Company was eligible to borrow an additional $0.3
million, at December 30, 2000, pursuant to the revolving loan facility's
borrowing formula. The revolving loan facility provides for automatic renewals
for successive terms of equal duration thereafter unless terminated by either
party prior to the renewal date. The revolving loan facility bears interest at
LIBOR plus 2.25% to 3.00% depending upon certain financial ratios or prime or
prime plus one-half of one percent (such rate determined based upon the amounts,
financial ratios and period of loans), matures March 30, 2003 and is secured by
certain of our assets. The revolving loan facility requires the payment of a
monthly commitment fee equal to one-quarter of one percent (0.25% per annum) on
the unused balance, and



                                                                              11
<PAGE>   12


borrowings are limited based upon certain collateral availability requirements
on eligible accounts receivable and inventory. The equipment lease facility
provides for the leasing of equipment over a five-year period commencing on the
date of acceptance of such equipment.

    Our financing facilities contain certain restrictions, which among other
things, require maintenance of minimum financial ratios. At December 30, 2000,
we believe we were in compliance with the covenants relating to our financing
facilities. We are in the process of increasing our revolving loan facility, and
have already secured an additional $5.4 million in equipment lease lines, in the
quarter ended March 31, 2001 to support future growth.

    We may require additional financing in connection with our business. We may
seek additional funds from time to time through public or private debt or equity
offerings or obtain further bank borrowings or off-balance sheet financing. Our
need for funding, and the cost of and access to additional funds, are dependent
on our future operating results as well as external conditions. We believe that
our working capital, together with cash generated from operations, $5.4 million
in recently secured additional equipment lease lines and either the planned
increase to our revolving loan facility or the issuance of other debt or equity
securities, will be sufficient to satisfy anticipated working capital
requirements through the next 12 months.

BACKLOG

    Our backlog at December 30, 2000 was approximately $195.0 million as
compared to $206.8 million at September 30, 2000, $138.4 million at July 1,
2000, $107.8 million at April 1, 2000 and $96.2 million at December 25, 1999.
Backlog consists of purchase orders received by us and commitments under
scheduled releases, both of which generally specify delivery dates within twelve
months. Variations in the size and delivery schedules of purchase orders
received by us, as well as changes in customers' delivery requirements or the
rescheduling or cancellation of orders and commitments, have resulted in the
past and may result in the future in substantial fluctuation in backlog from
period to period. Accordingly, backlog may not be a meaningful indicator of our
future net sales.

EMPLOYEES

    As of December 30, 2000, we had approximately 735 full-time employees,
supplemented from time to time by part-time employees. Our employees are not
subject to a collective bargaining agreement and we believe our employee
relations to be satisfactory.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS, FINANCIAL CONDITION AND
MARKET PRICE OF SECURITIES

WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS AND, IN SOME CASES, SOLE SOURCE
SUPPLIERS FOR CRITICAL COMPONENTS. IF WE CANNOT OBTAIN SUFFICIENT COMPONENTS ON
A TIMELY BASIS, OUR NET SALES WILL SUFFER.

    We depend on suppliers approved by our customers, including limited and sole
source suppliers, to provide key components that are used in the products we
manufacture for our customers. We have experienced in the past, and likely will
continue to experience, delays in component deliveries which, in turn, can cause
delays in product shipments or require the redesign of customers' products. In
particular, the electronics industry recently has experienced shortages in the
available supply of semiconductor devices, including DRAM, SRAM, flash memory,
tantalum capacitors and other commodities, that have been caused by surges in
overall market demand and constraints on supplier capacity. We may not receive
adequate component supplies on a timely basis in the future. The inability on
our part or our customers' or suppliers' part to continue to obtain components
as required, or to develop alternative sources if required, could cause delays,
disruptions or reductions in product shipments which would delay our ability to
recognize revenues. Any extended delays in our ability to manufacture products
for our customers could damage our relationships with them and impair our
reputation in the industry, either of which could result in a reduction in our
net sales.

A MAJORITY OF OUR NET SALES COMES FROM A SMALL NUMBER OF CUSTOMERS. IF WE LOSE
ANY OF THESE CUSTOMERS, OUR NET SALES COULD DECLINE SIGNIFICANTLY.

    In the past, we derived a significant percentage of our net sales from a
relatively small number of customers. Our three largest customers accounted for
approximately 44% of our net sales for the quarter ended December 30, 2000 and
approximately 34% and 47% of our net sales in the fiscal years ended April 1,
2000 and March 27, 1999, respectively. We expect that we will continue to depend
on a small number of customers in future periods for large percentages of our
net sales, and as a result, any material delay,



                                                                              12
<PAGE>   13


cancellation or reduction of orders from these customers could cause our net
sales to decline significantly. We may not be able to retain any of our largest
customers.

    In addition, our customers may materially reduce the level of services
ordered from us at any time, and typically may do so with 30 days' advance
notice. A significant reduction in the demand for our services would cause a
significant decline in our net sales which could continue over a period of
several fiscal quarters. Because many of our expenses are fixed in the short
term, we may not be able to reduce the accompanying expenses over the period in
which such a decline occurs. Moreover, our business, financial condition and
results of operations will continue to depend in significant part on our ability
to obtain orders from new customers, as well as on the financial condition and
success of our customers, a number of which are emerging growth technology
companies with highly volatile results of operations. Therefore, any adverse
events affecting our customers or the demand for their products from end users
could materially and adversely affect our business.

FLUCTUATIONS IN OUR OPERATING RESULTS MAY ADVERSELY AFFECT THE MARKET PRICE OF
OUR COMMON STOCK.

    Our quarterly operating results have fluctuated in the past and may
fluctuate in the future due to a number of factors, many of which are outside of
our control, including the following:

     o    the introduction or discontinuance of our customers' products;

     o    our ability to fully utilize our equipment and facilities, which in
          turn is dependent on material availability and the duration of the
          production run time for each customer's order;

     o    parts shortages which prevent us from shipping our products in a
          timely manner;

     o    differences in gross margins associated with various types of our
          manufacturing services;

     o    our ability to optimize the timing and amount of inventory purchases
          in order to take advantage of volume discounts and to minimize
          expediting and inventory holding costs;

     o    fluctuations in OEMs' demand for our services or in end-user demand
          for the products that we manufacture for our customers;

     o    timing of capital and infrastructure expenditures in anticipation of
          increased sales; and

     o    business cycles of our customers.

    If any of these factors occur, our operating results could fall below the
expectations of securities analysts and investors. If this occurs, the market
price of our common stock could decline significantly and our business could be
harmed.

WE DEPEND UPON SEGMENTS OF THE ELECTRONICS INDUSTRY WHICH FOCUS ON
TECHNOLOGICALLY ADVANCED PRODUCTS WITH SHORT PRODUCT LIFE CYCLES. IF WE CANNOT
MANUFACTURE PRODUCTS FOR OUR CUSTOMERS ON A COST-EFFECTIVE BASIS, OUR BUSINESS
WILL BE HARMED.

    Most of our net sales are to companies in the networking and
telecommunications segments of the electronics industry. These segments of the
electronics industry are particularly susceptible to rapid technological changes
and short product life cycles. If our customers are unable to develop and
successfully introduce to market products that keep pace with the changing
technological environment, our customers' existing products could become
obsolete, thereby reducing the demand for our services. If we fail to offer
technologically advanced, cost-effective and quick response manufacturing
services to networking, telecommunications and other customers, our ability to
support their needs for manufacturing and related services will be impaired and
the demand for our services will decline.

WE MAY BEAR THE RISK OF PRICE INCREASES ASSOCIATED WITH SHORTAGES IN THE
AVAILABILITY OF ELECTRONICS COMPONENTS.

    One of the services that we perform for many customers is materials
procurement and supply base management of the parts and components that are used
in manufacturing their products. Shortages of various types of components in the
electronics industry occur from time to time and are difficult to predict and
inevitably result in higher prices for products that are in short supply. As a
result, unless we are successful in recovering price increases under our
agreements with our customers, we may bear the risk of price increases for these
components which could negatively impact our profitability.



                                                                              13
<PAGE>   14


WE MAY FACE WORKING CAPITAL CONSTRAINTS DUE TO CUSTOMER INVENTORY REQUIREMENTS
OR MATERIALS SHORTAGES.

    In performing materials procurement and supply base management services, we
typically purchase components and other materials on behalf of our customers
with our own working capital resources. Therefore, to the extent we experience
increases in orders for our services from new or existing customers, or the
schedule for manufacturing services is delayed for any reason, including an
inability to procure needed components, we incur a larger inventory of
components and other materials pending their use in manufacturing and assembly
processes. The acquisition of this inventory, combined with reductions in cash
flow from delays in our shipment of completed orders, has in the past placed a
significant strain on our working capital resources. If we incur significant
delays in our shipment of products, or components, or if we receive significant
new orders from customers that require the purchase of additional components, we
may experience significant challenges in obtaining the working capital necessary
to fund new component purchases or to generally sustain our operations. If we
are unable to purchase components in advance for customer manufacturing
programs, we may experience further delays in our manufacturing processes and
our business reputation and customer relations may be impaired.

VARIABILITY IN THE VOLUME AND TIMING OF OUR SALES COULD ADVERSELY AFFECT OUR
FINANCIAL PERFORMANCE.

    The volume and timing of sales of our services to our customers have varied
in the past and are expected to vary in the future due to:

     o    variation in end-user demand for our customers' products;

     o    our customers' management of their inventory;

     o    electronic design changes, including changes in industry standards;

     o    changes in our customers' manufacturing strategies; and

     o    acquisitions or consolidations involving our customers.

    Continued variations in the volume and timing of sales could have a material
adverse effect on our operating results.

BECAUSE WE DO NOT HAVE LONG-TERM CONTRACTS, OUR CUSTOMERS MAY CANCEL THEIR
ORDERS OR CHANGE PRODUCTION QUANTITIES. ADDITIONALLY, CUSTOMERS MAY FAIL TO PAY
US FOR OUR SERVICES. THE OCCURRENCE OF ANY OF THESE EVENTS COULD HARM OUR
BUSINESS.

    Because of uncertainty in the market demand for their products, our
customers are generally unwilling to enter into long-term purchase orders or
commitments with us. Instead, we typically work with our customers to develop
nonbinding forecasts of their future volume of orders. Based on such nonbinding
forecasts, we make commitments regarding the level of business that we will seek
and accept, the timing of production schedules, materials required and the
levels and utilization of personnel and other resources. Generally, customers
may cancel, reduce or delay purchase orders and commitments without penalty,
except for payment for services rendered, materials purchased or procured on
their behalf and, in some cases, charges associated with cancellations, order
reductions or scheduling delays. Cancellations, reductions or delays in
significant orders for our services by customers have adversely affected our
business, financial condition and results of operations in the past. To the
extent they occur in the future, our future results of operations could be
affected and could cause us to reduce manufacturing capacity through layoffs or
plant closures. In addition, we have experienced in the past, and may encounter
in the future, difficulty in the collection of accounts receivables from our
customers, particularly with respect to smaller, privately-held customers that
have a limited ability to readily access capital. Any failure by customers to
pay for the services that we perform for them could materially and adversely
affect our working capital and financial condition.

WE MAY FAIL TO SECURE NECESSARY ADDITIONAL FINANCING.

    We have made and will continue to make substantial capital expenditures to
expand our operations and remain competitive in the electronics manufacturing
services, or EMS, industry. Our future success may depend on our ability to
obtain additional financing to support our continued growth and operations. We
may seek to raise capital by:

    o issuing additional common stock or other equity instruments;



                                                                              14
<PAGE>   15


     o    issuing debt securities;

     o    obtaining additional lease financings;

     o    increasing our lines of credit; or

     o    obtaining off-balance sheet financing.

    We may not be able to obtain additional financing when we want or need it,
and financing may not be available on satisfactory terms. If we issue additional
equity securities or convertible debt to raise capital, our stockholders'
ownership interest may be diluted. Furthermore, any additional financing may
have terms and conditions that constrain our ability to operate our business,
such as the imposition of financial or operating covenants or high interest
rates.

IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR GROWTH, OUR BUSINESS COULD BE
ADVERSELY AFFECTED.

    We have recently experienced an increase in the demand for our services. In
response, we have purchased additional capital equipment and expanded our
workforce. In addition, we plan to further expand our manufacturing capacity,
which also will increase our fixed costs and require us to recruit and retain
additional personnel. A continuing period of rapid growth, including additional
expansion and possible acquisitions, could place a significant strain on our
management, operations, financial and other resources. In order to manage our
growth, we must manage our existing resources efficiently, invest more resources
in our operations, extend our financial and management information systems and
internal process controls, and retain, motivate and manage our employees. If our
management is unable to manage growth effectively, the quality of our services
and our ability to retain key personnel could be materially and adversely
affected, which would impair our ability to grow our business and respond to new
market opportunities.

INCREASED COMPETITION MAY RESULT IN DECREASED DEMAND OR REDUCTIONS IN PRICES FOR
OUR SERVICES.

    The EMS industry is highly competitive. We compete against large U.S. and
foreign EMS providers that conduct operations in our markets, as well as
numerous EMS providers that operate on a local or regional basis. Consolidation
in the EMS industry has changed and intensified the competitive landscape by
creating larger and more geographically diverse competitors possessing
significant resources.

    Many of our competitors have substantially broader manufacturing
capabilities, particularly in the area of volume production, and greater
financial and marketing resources. In addition, we may operate at a cost
disadvantage relative to manufacturers that have greater direct buying power
with component suppliers or that have lower cost structures. Furthermore,
current and prospective customers continually evaluate the merits of
manufacturing products internally and will from time to time bring manufacturing
services in house in order to utilize their own excess capacity.

    Competition from existing or potential competitors may have a material
adverse effect on our business. The development of more advanced manufacturing
technology and processes could decrease the demand for our services. In
addition, the introduction of lower priced competition or significant price
reductions by our competitors could result in price reductions for our services.

WE DEPEND ON CERTAIN KEY PERSONNEL AND THE LOSS OF KEY PERSONNEL MAY HARM OUR
BUSINESS.

    Our future success depends in large part on the continued service of our key
technical and management personnel and on our ability to continue to attract and
retain qualified employees, particularly highly skilled engineers involved in
providing product development support and advanced prototyping services. We
generally do not have employment agreements with our key employees. The
competition for these individuals is intense and the loss of key employees could
have a material adverse effect on our business.

WE ARE DEPENDENT ON THE CONTINUING TREND BY OEMS TO OUTSOURCE THEIR EMS NEEDS.

    A substantial factor in our revenue growth is attributable to the continuing
trend by OEMs in the electronics industry to outsource their design, prototype
development, assembly, manufacturing and related needs to third-party service
providers. Our future growth is dependent in part on new opportunities to
provide our services to OEMs that are seeking to outsource their manufacturing
requirements. Our current and prospective customers continually evaluate the
merits of manufacturing products internally and will "in-source" their
requirements when it is economically prudent. To the extent that new
opportunities to provide our services are not available or customers elect to
manufacture a portion of their product requirements internally, our future
growth would be impaired which would adversely affect our results of operations.



                                                                              15
<PAGE>   16


THE PRODUCTS THAT WE MANUFACTURE MAY CONTAIN DESIGN OR MANUFACTURING DEFECTS
WHICH COULD RESULT IN REDUCED DEMAND FOR OUR SERVICES AND LIABILITY CLAIMS
AGAINST US.

    We manufacture highly complex products to our customers' specifications.
These products may at times contain design or manufacturing errors or failures.
Despite our quality control and quality assurance efforts, defects may be
discovered in products that we have previously manufactured or may manufacture
in the future. Defects in the products we manufacture, whether caused by a
design, manufacturing or component failure or error, may result in delayed
shipments to our customers, or in a reduction in or a cancellation of customers'
orders. If defects occur in large quantities of products that we manufacture or
occur too frequently, our business reputation also may be impaired. In addition,
defects may result in liability claims against us. It may be costly to defend
against and settle these claims. The occurrence of any of these events could
have a material adverse effect on our financial condition and results of
operations.

PROVISIONS IN OUR CHARTER DOCUMENTS, STOCKHOLDER RIGHTS PLAN AND AGREEMENTS WITH
EXECUTIVES AND PROVISIONS OF DELAWARE LAW COULD PREVENT OR DELAY A CHANGE IN
CONTROL OF US AND MAY REDUCE THE MARKET PRICE OF OUR STOCK.

    Our certificate of incorporation and bylaws contain various provisions,
including provisions related to notice periods, staggered terms of office for
members of our board of directors and the issuance of preferred stock, that may
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. In addition, we have adopted a stockholder
rights plan which, if invoked in the context of a potential acquisition of our
company that is opposed by our board of directors, may cause substantial
dilution to the party that is attempting to acquire control of our company. We
have also entered into agreements with a number of our executives allowing for
cash payments to them following a change in control of our company under
specified circumstances, such as termination of their employment without cause.
Finally, Delaware law prohibits business combinations with some interested
stockholders. Any of these factors may dissuade a third party from attempting to
acquire our company, and as a result, the existence of these provisions may
limit the market price for shares of our common stock.

FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD HARM OUR BUSINESS.

    As a company in the EMS industry, we are subject to a variety of
environmental regulations relating to the use, storage, discharge and disposal
of hazardous chemicals used during our manufacturing processes. If we fail to
comply with environmental laws and regulations, we may be subject to liabilities
or the suspension of production. In addition, these laws and regulations could
restrict our ability to expand our facilities or require us to acquire costly
equipment or incur other significant costs to comply with regulations.
Furthermore, we cannot predict the nature, scope or effect of environmental
legislation or regulatory requirements that could be imposed or how existing or
future laws or regulations will be administered or interpreted. Compliance with
more stringent laws or regulations, as well as more vigorous enforcement
policies of regulatory agencies, could require substantial expenditures by us.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

    We invest our cash in money market funds or instruments which meet high
credit quality standards specified by our investment policy. We do not use
financial instruments for trading or other speculative purposes. Our financing
facilities are subject to market risk by way of interest rate fluctuations. The
carrying amount of our long-term debt approximates fair value due to the
periodic adjustments of our interest rate on the debt to current market rates.

    At December 30, 2000 all of our long term debt bear interest at variable
rates, generally tied to a reference rate such as the prime rate of interest of
certain banks. Increases in the variable interest rates result in increased
interest expense and decreased earnings and cashflow. Assuming the same level of
borrowings for the nine months ended December 30, 2000, which averaged
approximately $21.5 million, an increase of 2% in the average rate of interest
would result in an increase in interest expense of approximately $322,000 and a
decrease in net income and after-tax cashflow of approximately $203,000 for the
nine months ended December 30, 2000. Similarly, a 2% decrease in the average
rate of interest would result in a decrease in interest expense and an increase
in net income and after-tax cashflow.



                                                                              16
<PAGE>   17


PART II         OTHER INFORMATION


ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K


(a)       Exhibits.

                The exhibits listed in the accompanying Index to Exhibits are
                filed as part of this Quarterly Report on Form 10-Q.

(b)       Reports on Form 8-K

                The Company did not file any report on Form 8-K during the three
month period ended December 30, 2000.


SIGNATURES

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


                                 XETEL CORPORATION

        Date: February 13, 2001  By:  /s/ Angelo A. DeCaro, Jr.
                                 ------------------------------
                                 Angelo A. DeCaro, Jr.
                                 President, Chief Executive Officer and Director
                                 (Principal Executive, Financial and
                                 Accounting Officer)





                                                                              17
<PAGE>   18


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                 EXHIBIT
                 NUMBER    DESCRIPTION
                 -------   -----------
<S>                        <C>
                  3.1 --   Second Restated Certificate of Incorporation
                           (Incorporated by reference to Exhibit 3.2 to our
                           Registration Statement on Form S-1 (File No.
                           33-99632))

                  3.2 --   Restated Bylaws of the Registrant, as amended
                           (Incorporated by reference to Exhibit 3.3 to our
                           Registration Statement on Form S-1 (File No.
                           33-99632))

                  3.3 --   Registration Rights Agreement, dated June 18, 1986
                           among the Registrant, Rohm Corporation, Julian C.
                           Hart, David W. Gault and Emory C. Garth (Incorporated
                           by reference to Exhibit 3.4 to our Registration
                           Statement on Form S-1 (File No. 33-99632))

                  4.1 --   Reference is made to Exhibits 3.1, 3.2 and 3.3

                  4.2 --   Specimen Common Stock certificate (Incorporated by
                           reference to Exhibit 4.2 to our Registration
                           Statement on Form S-1 (File No. 33-99632))

                  10.1 --  Form of Indemnification Agreement between the
                           Registrant and each of its directors and certain
                           executive officers (Incorporated by reference to
                           Exhibit 10.2 to our Registration Statement on Form
                           S-1 (File No. 33-99632))

                  10.2 --  Manufacturing Services Agreement, dated February
                           22, 1989 between Motorola, Inc., MOS Memory Products
                           Division and the Registrant, and letter from
                           Motorola, Inc., Fast Static RAM Module Division
                           related thereto (Incorporated by reference to Exhibit
                           10.20 to our Registration Statement on Form S-1 (File
                           No. 33-99632))

                  10.3 --  Mobile Communication Standard Terms and Conditions
                           dated August 5, 1994 for Westinghouse Electric
                           (Incorporated by reference to Exhibit 10.21 to our
                           Registration Statement on Form S-1 (File No.
                           33-99632))

                  10.4 --  Master Lease Agreement between the Registrant and
                           General Electric Capital Corporation (Incorporated by
                           reference to Exhibit 10.22 to our Annual Report on
                           Form 10-K for fiscal year 1996)

                  10.5 --  Lease Agreement between Braker Phase III, Ltd. as
                           Landlord, and the Registrant, as Tenant (Incorporated
                           by reference to Exhibit 10.25 to our Quarterly Report
                           on Form 10-Q for the quarter ended September 1996)

                  10.6 --  Lease Agreement between Delta HP Limited, as
                           Landlord, and the Registrant, as Tenant (Incorporated
                           by reference to Exhibit 10.26 to our Annual Report on
                           Form 10-K for fiscal year 1997)

                  10.7 --  Letter of Commitment between the Registrant and
                           General Electric Capital Corporation (Incorporated by
                           reference to Exhibit 10.28 to our Annual Report on
                           Form 10-K for fiscal year 1997)

                  10.8 --  Registrant's 1997 Stock Incentive Plan
                           (Incorporated by reference to Exhibit 10.30 to our
                           Schedule 14A for the 1997 annual meeting of
                           stockholders)

                  10.9 --  Registrant's Employee Stock Purchase Plan
                           (Incorporated by reference to Exhibit 10.31 to our
                           Schedule 14A for the 1997 annual meeting of
                           stockholders)

                  10.10 -- Lease Agreement between Braker Phase III, Ltd. as
                           Landlord, and the Registrant, as Tenant (Incorporated
                           by reference to Exhibit 10.32 to our Quarterly Report
                           on Form 10-Q for the quarter ended December 1997)
</TABLE>



                                                                              18
<PAGE>   19


<TABLE>
<S>                        <C>
                  10.11 -- Amended Letter of Commitment between the
                           Registrant and General Electric Capital Corporation
                           (Incorporated by reference to Exhibit 10.35 to our
                           Annual Report on Form 10-K for fiscal year 1998)

                  10.12 -- Amendment No. 1 to 1997 Stock Incentive Plan
                           (Incorporated by reference to Exhibit 10.39 to our
                           Quarterly Report on Form 10-Q for the quarter ended
                           September 1998)

                  10.13 -- Stockholders Rights Agreement dated December 31,
                           1998 (Incorporated by reference to Exhibit 10.40 to
                           our Registration Statement on Form 8-A filed January
                           1999)

                  10.14 -- Loan and Security Agreement between the Registrant
                           and The CIT Group/Business Credit, Inc, and Chase
                           Bank as participant (Incorporated by reference to
                           Exhibit 10.41 to our Annual Report on Form 10-K for
                           fiscal year 2000)

                  10.15 -- Form of Change of Control Agreement between the
                           Registrant and certain of its executive officers

                  10.16 -- Manufacturing Agreement between Registrant and
                           Intel Flash Products Division

                  10.17 -- Purchase Agreement between Registrant and Cielo
                           Communications, Inc.

                  10.18 -- Master Manufacturing Agreement between Registrant
                           and Ericsson, Inc.

                  10.19 -- Manufacturing Services Agreement between
                           Registrant and Pathlight Technology, Inc.
</TABLE>



                                                                              19