SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 10-K/A


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2001

                                       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 0-21917
                                   -----------
                                    POINT.360
             (Exact name of registrant as specified in its charter)

      California                                          95-4272619
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

            7083 Hollywood Boulevard, Suite 200, Hollywood, CA 90028
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (323) 957-7990

           Securities registered pursuant to Section 12(b) of the Act
                                      None

           Securities registered pursuant to Section 12(g) of the Act
                           Common Stock, no par value.
                                   -----------

        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  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. ___

        The aggregate market value of the voting stock held by non-affiliates of
the  registrant was  approximately  $13,797,000 on March 14, 2002 based upon the
closing  price of such  stock on that  date.  As of March 14,  2002,  there were
8,992,806 shares of Common Stock outstanding.


<PAGE>

                                EXPLANATORY NOTE

The purpose of this amendment is to include the information required by Part III
of Form 10-K, which was omitted from the Company's Form 10-K as originally filed
on April 16, 2002.



<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS AND DIRECTORS

The directors and executive officers of the Company are as follows:

Name                        Age     Position

R. Luke Stefanko             41     President and Chief Executive Officer

Haig S. Bagerdjian           45     Chairman of the Board of Directors

Alan R. Steel                57     Executive Vice President, Finance and
                                    Administration, Chief Financial Officer
                                    and Secretary

Neil Nguyen                  28     President, Multimedia Group

Matthew Graczyk              34     Vice President, Chief Strategy Officer

Robert A. Baker              63     Director

Greggory J. Hutchins         41     Director

Robert M. Loeffler           78     Director


R. LUKE  STEFANKO  has been Chief  Executive  Officer  and a  director  since he
co-founded  the Company in 1990.  Mr.  Stefanko  served as Chairman of the Board
from May 1996 to September 2001 and was President of the Company from April 1996
to April 1999.  Mr.  Stefanko again became  President in 2000. Mr.  Stefanko has
more than 19 years of experience in the videotape  duplication and  distribution
industry,  including  serving as a director and Vice  President/  Operations  of
A.M.E., Inc. ("AME"), a video duplication company, from 1979 to January 4, 1990.

HAIG S.  BAGERDJIAN  became  Chairman of the Board of the  Company in  September
2001.  He  has  been  the  Executive  Vice  President  of  Syncor  International
Corporation,  a leading provider of radiopharmaceuticals,  comprehensive nuclear
pharmacy services and medical imaging  services,  since 1991. From 1987 to 1991,
he served in several  executive level positions at Calmark Holding  Corporation.
He also was General Counsel for American Adventure, Inc., which was a subsidiary
of Calmark Holding.  Mr. Bagerdjian  received a J.D. from Harvard Law School and
is  admitted  to the State Bar of  California.  Mr  Bagerjian  is a director  of
Innodata Corporation.

ALAN R. STEEL became  Executive Vice President,  Finance and  Administration  in
November  2000.  From 1994 to 2000,  Mr. Steel was Vice  President,  Finance and
Chief Financial Officer of Advanced Machine Vision Corporation,  a Nasdaq listed
company  involved  in  research,   development,   manufacturing   and  sales  of
sophisticated  vision  sorting and defect  removal  equipment  for food,  paper,
tobacco and other  markets.  From 1983 to 1994, Mr. Steel was Vice President and
Chief  Financial  Officer of DDL  Electronics,  Inc., a New York Stock  Exchange
listed company in the  electronics  industry.  Mr. Steel served as controller of
DDL from  1980-1983.  Mr. Steel was previously a financial  manager for Atlantic
Richfield Company and a certified public accountant with Arthur Andersen & Co.

NEIL NGUYEN has been  President,  Multimedia  Group,  since January 2000. He was
previously  Vice   President,   Business   Development  and  Manager,   Business
Development of the Company since 1999. He was Operations and Project Manager and
New Media  Operations  Manager of Energy Films, a unit of Getty Images from 1997
to 1998. He was Vice President, Investments at Merrill Lynch in 1996.

MATTHEW GRACZYK became Vice President and Chief Strategy  Officer in April 2001.
Mr.  Graczyk was formerly  General  Manager of  Operations at Hitplay  Media,  a
company that enabled advertisers to insert targeted video ads into on-line video
(from January to April 2001);  founder,  CEO and President of Zubicon from April
1999 to January 2001, a provider of a suite of on-line applications  integrating
business  processes;  general manager of U.S.  Interactive (from January 1997 to
April 1999), an internet  services firm  specializing  in e-commerce;  and sales
manager of Pilot Network  Service (from March 1995 to January 1997), an internet
security  company.  Mr.  Graczyk was  previously  a founder of a  computer-based
speech  recognition firm and senior associate with Coopers &  Lybrand/Simpson  &
Company in its litigation services practice.

                                       1
<PAGE>

ROBERT A. BAKER is the President and Chief Executive  Officer of RAB Associates,
a Los Angeles,  California-based firm specializing in financial reorganizations,
crisis  management and equity  receiverships,  which he joined in 1974. Prior to
joining  RAB  Associates,  Mr.  Baker  was the  President  and  CEO of  American
Management Company, a management consulting firm specializing in computer system
design and  programming.  Mr.  Baker  currently  serves as a director of Western
Water Company, a public company engaged in the ownership of water rights and the
transmission of water.

ROBERT M. LOEFFLER is a retired business  attorney.  Mr. Loeffler was a director
of Paine Webber Group, Inc. from 1987 to 2000 and a director of Advanced Machine
Vision  Corporation  from 1997 to 2000.  Mr.  Loeffler was Of Counsel at the law
firm of Wyman Bautzer,  Kuchel & Silbert,  from 1987 to 1991. Prior to that, Mr.
Loeffler served as Chairman of the Board,  President and Chief Executive Officer
of  Northview  Corporation,  a company  that is engaged in hotel and real estate
matters,  from January to December 1987.  Mr.  Loeffler was a partner at the Los
Angeles offices of Jones,  Day,  Reavis & Pogue,  from February 1977 until 1987,
and the appointed Trustee for Equity Funding Corporation of America,  from April
1973 until October 1976.

GREGGORY J.  HUTCHINS is a tax partner at Holthouse  Carlin & Van Trigt,  LLP, a
public accounting firm. Prior to joining Holthouse Carlin & Van Trigt in January
1993, Mr. Hutchins served as Senior Tax Manager for KMPG Peat Marwick,  managing
corporate and high net worth individual  clients from August 1984 until December
1992.

Each  executive  officer  serves  in office  at the  discretion  of the Board of
Directors,  subject to the terms of any employment agreement that may be entered
into with such officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934 and rules promulgated
thereunder, the Company's directors,  executive officers, and any person holding
beneficially  more than 10% of the Company's common stock are required to report
their ownership of the Company's securities and any changes in that ownership to
the  Securities  and Exchange  Commission and to file copies of the reports with
the Company. Specific due dates for these reports have been established, and the
Company is  required to report any  failures  to file by these dates  during the
last fiscal year. Mr. Baker  delinquently  filed one Section 16(a) report within
the most recently completed fiscal year.

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<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation for the Chief Executive  Officer
("CEO")  and  each  executive   officer  who  received  over  $100,000  in  cash
compensation for the fiscal year ended December 31, 2001:

<TABLE>
<CAPTION>
                                                    Annual Compensation

                                                                                     Long-Term
                                                                                   Compensation
                                                                                      Awards -
                                                                                     Securities                  All Other
Name and Principal Position             Year            Salary        Bonus      Underlying Options - #        Compensation (2)
---------------------------             ----            ------        -----      ----------------------        ------------
<S>                                     <C>             <C>           <C>              <C>                        <C>
R. Luke Stefanko,                       2001           $280,000         -                64,100                    $2,000
President and                           2000            273,000         -               200,000                         -
Chief Executive Officer                 1999            273,000         -               179,000                     2,000

Alan R. Steel                           2001           $183,000         -                33,300                    $2,000
Executive Vice President,               2000             24,000 (1)     -               250,000                         -
   Finance and Administration,
   Chief Financial Officer,
   and Secretary

Neil Nguyen                             2001           $170,000         -               115,600                     $2,000
President, Multimedia Group             2000             66,000         -                15,000                      2,000
                                        1999             16,000 (1)     -                     -                          -

Larry Hester (3)                        2001           $180,000         -               151,500                          -
President, Post Production Group        2000             28,000 (1)     -                     -                          -

Matthew Graczyk                         2001           $106,000 (1)     -               152,100                          -
Vice President and
Chief Strategy Officer

</TABLE>

   (1)  Salaries  are from the  dates  the  respective  individuals  joined  the
        Company.

   (2)  Annual  contributions  made to the Company's 401(k) plan for the benefit
        of the named executive officer.

   (3)  Mr. Hester's employment terminated on January 24, 2002.

EMPLOYMENT AGREEMENTS

Effective  June 7, 2001, the Company  entered into  employment  agreements  with
Messrs.  Stefanko,  Steel and Nguyen  providing for annual salaries of $285,000,
$190,000  and  $175,000  respectively.  Mr.  Stefanko  is  President  and  Chief
Executive  Officer of the Company,  Mr. Steel is the Executive  Vice  President,
Finance and  Administration  of the Company,  and Mr.  Nguyen is the  President,
Multimedia Group of the Company.  The employment  agreements provide that if the
Executive  is  terminated  by the  Company  at any time  other  than  for  cause
(including  constructive  termination),  he is  entitled to  severance  equal to
salary and fringe  benefits  for 24 months  for Mr.  Stefanko  and 18 months for
Messrs. Steel and Nguyen. Additionally, the Company provides each executive with
a car and pays certain health insurance premiums for the Executives.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The  Company's  Restated  Articles of  Incorporation  limit the liability of its
directors.  As permitted by amendments to the California General Corporation Law
enacted  in 1987,  directors  will not be liable  to the  Company  for  monetary
damages  arising from a breach of their  fiduciary  duty as directors in certain
circumstances.  Such  limitation  does not affect  liability for any breach of a
director's duty to the Company or its  shareholders (i) with respect to approval
by the director of any  transaction  from which he derives an improper  personal
benefit  (ii) with  respect to acts or  omissions  involving  an absence of good
faith,  that he believes  to be contrary to the best  interest of the Company or
its shareholders,  that involve intentional misconduct or a knowing and culpable
violation of law,  that  constitute  an unexcused  pattern or  inattention  that

                                       3
<PAGE>

amounts to an abdication of his duty to the Company or its shareholders, or that
show a reckless  disregard  for his duty to the Company or its  shareholders  in
circumstances in which he was, or should have been aware, in the ordinary course
of  performing  his  duties,  of a risk of serious  injury to the Company or its
shareholders,  or (iii)  based  on  transactions  between  the  Company  and its
directors  or another  corporation  with  interrelated  directors or on improper
distributions,  loans or guarantees under applicable  sections of the California
General  Corporation  Law. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.  The
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission, indemnification provisions, such as those contained in the Company's
Restated  Articles of Incorporation,  are  unenforceable  with respect to claims
arising under federal securities laws and, therefore,  do not eliminate monetary
liability of directors.

STOCK OPTIONS GRANTED IN THE LAST FISCAL YEAR

The following table sets forth  information with respect to non-qualified  stock
options granted at or above fair market value to the executive officers named in
the Summary Compensation Table during the year ended December 31, 2001. No stock
appreciation rights have been granted by the Company.

<TABLE>
<CAPTION>
                                Individual Grants
                                -----------------
                                                   Percent of                                  Potential Realizable Value
                                                   Total                                       at Assumed Annual Rates of
                               Number of           Options                                     Stock Price Appreciation for
                               Securities          Granted to                                  Option Term (4)
                               Underlying          Employees in   Exercise Price  Expiration
                               Options Granted(3)  Fiscal Year    ($/Share)       Date             5%           10%
                               ---------------     ------------   --------------  ----------    --------      --------
Name and Relationship
<S>                            <C>                 <C>            <C>             <C>           <C>           <C>

R. Luke Stefanko,                  64,100 (1)       6.1%          $ 1.40          8/23/06       $ 25,000      $ 55,000

President and
Chief Executive Officer
Alan R. Steel                      33,300 (1)       3.0%          $ 1.40          8/23/06       $ 13,000      $ 28,000
Executive Vice President,
Finance and  Administration,
Chief Financial Officer
And Secretary

Neil Nguyen                        85,000 (2)      10.3%          $ 2.38          3/12/11       $182,000      $391,000
President,                         30,600 (1)                     $ 1.40          8/23/06
Multimedia Group

Larry Hester                      120,000 (2)      13.4%          $ 3.48          4/18/11       $319,000      $737,000
President,                         31,500 (1)                     $ 1.40          8/23/06
Post Production Group

Matthew Graczyk                   125,000 (2)      13.5%          $ 1.20          4/18/11       $143,000      $300,000
Vice President and                 27,000 (1)                     $ 1.40          8/23/06
Chief Strategy Officer

</TABLE>

   (1)  Options will become exercisable on 8/23/04.

   (2)  Options  will  become  exercisable  on  the  earlier  of (1)  the  fifth
        anniversary  date of the  grant  (100%  vesting),  or (2) the  date  the
        Company's  common stock trades for 10 consecutive  trading days over any
        20 day period (the "Price") for $8.50, 50% shall be vested;  on the date
        the Price is $11.00, 100% shall be vested.

   (3)  Vesting may be accelerated  at the discretion of the plan  administrator
        (currently  the Board of Directors)  upon  liquidation or dissolution of
        the  Company,  a merger or  consolidation  of the  Company  with or into
        another entity, the sale of substantially all the assets of the Company,
        or a purchase or other  acquisition of more than 50% of the  outstanding
        capital stock of the Company.

   (4)  The  potential  realizable  value  shown in this  table  represents  the
        hypothetical  gain that  might be  realized  based on assumed 5% and 10%
        annual compound rates of stock price  appreciation  over the full option
        term.  These  prescribed  rates are not  intended to  forecast  possible
        future appreciation of the common stock.

                                       4
<PAGE>

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

There were no options  exercised by the executive  officers named in the Summary
Compensation  Table  during 2001.  The  following  table sets forth  information
concerning  options  held by each of the  Company's  executive  officers who are
named in the  Summary  Compensation  Table,  and the  value of  options  held at
December 31, 2001.

                         Number of Shares
                      Underlying Unexercised        Value of Unexercised
                            Options at            In-the-Money Options at
                         December 31, 2001          December 31, 2001(1)
     Name            Exercisable/Unexercisable   Exercisable/Unexercisable
     ----            -------------------------   -------------------------

 R. Luke Stefanko      234,000 / 200,000                $0 / $0
 Alan R. Steel            0 / 283,300                   $0 / $0
 Neil Nguyen              0 / 130,600                   $0 / $0
 Larry Hester             0 / 151,500                   $0 / $0
 Matthew Graczyk          0 / 152,100                 $0 / $18,750

   (1)  Amounts  are shown as the  difference  between  exercise  price and fair
        market value  (based on a December  31, 2001 closing  price of $1.35 per
        share).


1996 AND 2000 STOCK OPTION PLANS

The Company has adopted two stock options plans,  the 1996 Stock  Incentive Plan
(the "1996 Plan"), and the 2000 Nonqualified Stock Option Plan (the "2000 Plan")
(collectively the "Plans"), covering 900,000 and 2,000,000 shares, respectively,
of  Common  Stock,  pursuant  to  which  officers,  non-employee  directors  and
employees of the Company, as well as other persons who render services to or are
otherwise  associated with the Company, are eligible to receive incentive and/or
nonqualified stock options. In July 1999, the Company's shareholders approved an
amendment to the 1996 Plan increasing the number of shares reserved for grant to
2,000,000 and providing for automatic increases of 300,000 shares on each August
1 thereafter to a maximum of 4,000,000 shares.

The  terms of the Plans  are  substantially  the  same,  except  that  grants of
incentive stock options,  stock appreciation rights and restricted stock are not
permitted  under the 2000 Plan. The 1996 Plan expires in May 2006. The 2000 Plan
expires in December 2010. The Plans are  administered by the Board of Directors.
The selection of participants,  allotments of shares, determination of price and
other  conditions  or purchase of options will be  determined  by the Board or a
Stock Option Committee appointed by the Board at its sole discretion in order to
attract and retain persons instrumental to the success of the Company. Incentive
stock options  granted under the 1996 Plan are exercisable for a period of up to
ten years from the date of grant at an exercise price which is not less than the
fair market value of the Common Stock on the date of the grant,  except that the
term of an incentive  stock option  granted under the 1996 Plan to a shareholder
owning more than 10% of the voting power of the Company on the date of grant may
not exceed  five years and its  exercise  price may not be less than 110% of the
fair market  value of the Common  Stock on the date of the grant.  Non-qualified
options  granted  under the Plans may be  granted  at less than the fair  market
value of the Common Stock on the date of grant.

As of December 31, 2001, options to purchase 893,000 shares of Common Stock were
available for future grant under the Plans.

COMPENSATION OF DIRECTORS

Each  director who is not an employee of the Company is paid a fee of $1,000 for
each meeting of the Board attended and an annual fully-vested stock option grant
to purchase  5,000 shares at an exercise price equal to the fair market value on
the date of grant.  Members of the Board who are not  employees  of the  Company
receive  options to purchase  15,000  shares of Common Stock upon their  initial
election to the Board.  These options vest in 33% increments over the three-year
period following the date of grant, with certain exceptions.  Directors are also
reimbursed for travel and other reasonable  expenses relating to meetings of the
Board.

                                       5
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of Common  Stock as of February  28,  2002,  by (i) each person who is
known by the  Company to own  beneficially  more than 5% of  outstanding  Common
Stock;  (ii) each of  Point.360's  directors and director  nominees;  (iii) each
executive  officer  identified in the Summary  Compensation  Table; and (iv) all
executive officers and directors of the Company as a group:


                                    Shares Acquirable               Approximate
                       Shares       Pursuant to                     Percent of
Name and Address(1)    Owned        Stock Options(2)     Total      Ownership
----------------       -----        -------------        -----      ---------

R. Luke Stefanko       1,467,166       234,000         1,734,166       18%
Julia Stefanko         2,267,168         -             2,267,168       25%
Robert A. Baker            -            10,000            10,000        *
Haig S. Bagerdjian       407,050       210,000           617,050        7%
Greggory J. Hutchins      10,000        10,000            20,000        *
Robert M. Loeffler         -            10,000            10,000        *
Alan R. Steel             19,000         -                19,000        *
Neil Nguyen                5,100         1,500             6,600        *
Matthew Graczyk            4,500        31,250            35,750        *

All directors and
 executive officers
 as a group            1,912,816       506,750         2,419,566       25%

   *    Less than 1%

   (1)  The address of each  beneficial  owner listed is 7083  Hollywood  Blvd.,
        Suite 200, Hollywood, CA 90028.

   (2)  Represents  shares  acquirable  as of  February  28,  2002  and 60  days
        thereafter.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN TRANSACTIONS

During 2000,  the Company loaned Mr.  Stefanko a total of $850,000.  The related
note bears  interest at 3%, is due on December 31, 2002 and is secured by a Deed
of Trust covering certain real property in Malibu,  CA. The balance of principal
and interest due as of December 31, 2001 was $766,000.

In December 2000 the Company purchased from Mr. Stefanko 96,000 shares of Common
Stock for $300,000 ($3.13 per share) pursuant to the Company's stock  repurchase
program.  In March 2001, the Company  purchased 116,666 shares from Mr. Stefanko
for $300,000 ($2.57 per share) under the same program.

During the year, the Company rented certain  equipment from a company  partially
owned by Kim  Stefanko,  wife of Mr.  Stefanko.  During  2001,  the Company paid
rentals of $59,000 for  equipment  rental,  50% in cash and the remainder in the
form  of a  reduction  in Mr.  Stefanko's  note to the  Company.  The  Board  of
Directors also  authorized the Company to purchase the equipment from the rental
company at fair market value with the purchase price ($68,000) being paid in the
form of a reduction in Mr. Stefanko's note.

During 2001, the Company paid Mrs. Stefanko consulting fees of $10,000 per month
for nine months  pursuant  to an  arrangement  made when the  Company  purchased
Woodholly  Productions,  an entity partially owned by Mrs. Stefanko, in 1997. On
October 1, 2001,  the  Company  entered  into a  severance  agreement  with Mrs.
Stefanko  which  provided  for a payment of $30,000 in  exchange  for a 12-month
agreement not to compete,  50% of which was paid in cash and 50% offset  against
Mr. Stefanko's note.

During the year ended  December 31, 2001,  the Company paid $98,000 to Holthouse
Carlin & Van Trigt LLP  ("HCV")  for  preparation  of tax  returns and other tax
related services. Mr. Hutchins is a partner in HCV.

                                       6
<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) 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.

Dated: April 9, 2002

                              Point.360

                              By: /s/ Alan R. Steel
                                  ---------------------------
                                  Alan R. Steel
                                  Executive Vice President,
                                  Finance and Administration,
                                  Chief Financial Officer















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