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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM 10-K

(Mark One)

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

For the fiscal year ended: JUNE 30, 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: 000-22071

OVERLAND DATA, INC.(Exact name of registrant as specified in its charter)

|CALIFORNIA                                     | 95-3535285                       
|---------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation) | (IRS Employer Identification No.)

8975 Balboa Avenue, San Diego, California 92123-1599(Address of principal executive offices, including zip code)

(858) 571-5555(Registrant's telephone number, including area code)

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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.  /x/

The
aggregate market value of the voting stock held by non-affiliates of the registrant as of September 21, 2001 was $34,581,000 based on the closing price reported
on such date by The Nasdaq Stock Market. Shares of Common Stock held by officers and directors and by persons who hold 5% or more of the outstanding Common Stock have been excluded from the
calculation of this amount because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.

As
of September 21, 2001, the number of outstanding shares of the registrant's Common Stock was 10,541,962.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement to be filed in connection with registrant's Annual Meeting of Shareholders to be held on November 19, 2001 (the "Proxy
Statement") are incorporated herein by reference into Part III of this Report.

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PART I

This Report contains certain statements of a forward-looking nature relating to future events or the future performance of the Company.
Prospective investors are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, prospective investors should
specifically consider various factors identified in this Report, including the matters set forth below under the caption "Risk Factors," which could cause actual results to differ materially from
those indicated by such forward-looking statements.

ITEM 1.Business

General

Founded in 1980, Overland Data, Inc. (hereinafter "Overland Data", "Overland" or the "Company") designs, develops, manufactures, markets and supports
magnetic tape data automation solutions. Businesses use these solutions for backup, archival and data interchange functions in high-availability network computing environments. Overland's
products address the data storage needs of businesses, from small businesses and branch offices to large enterprises, that have become increasingly dependent upon their stored digital computer data.
Increasingly, the management and protection of that data has moved from a peripheral concern to a central issue in computing, due to several factors, including:

Overland's
storage system solutions are designed to reliably and efficiently capture, protect, manage, back up and archive stored digital content, so that it is recoverable and
available 24 hours a day, seven days a week.

The
Company's primary products are automated tape libraries, minilibraries and loaders which combine electro-mechanical robotics, electronic hardware and firmware developed by the
Company with an emphasis on efficiency of design, functionality and reliability. Overland also distributes products manufactured by other original equipment manufacturers ("OEMs") and markets various
other products including storage management software supplied by third parties, spare parts and tape media. The Company also licenses a proprietary tape encoding technology that it developed and
patented under the name Variable Rate Randomizer or "VR2"®.

During
fiscal year 2000, the Company embarked on a strategy to capture a portion of the entry-level server tape backup market. This strategy was based on the concept of developing a
next generation tape drive which would incorporate the Company's proprietary VR2 tape encoding technique onto a Travan NS tape drive. To this end, in February 2000, the Company's
subsidiary, Tecmar, Inc., acquired certain inventories, fixed assets, supplies, intellectual property, trademarks and Internet addresses from Tecmar Technologies International, Inc. and
certain of its affiliates, including Tecmar Technologies, Inc. (collectively, "Tecmar"), in a prepackaged bankruptcy plan.

During
fiscal year 2001, the Company worked toward finalization of the development of next generation Travan drives using VR2, but was unsuccessful in its efforts to
sign any significant OEM customers for the products. In June 2001, the Company decided to terminate this entry-level tape drive strategy and sold its WS30 and EDT40 tape drive designs and
related assets to Seagate Removable Storage Solutions LLC ("Seagate") in exchange for future royalty payments based on sales of the resulting tape drive products and related tape media cartridges.

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Products

Overland is one of the leading suppliers of automated tape storage solutions based on DLTtape, a half-inch tape technology supplied by Quantum
Corporation that is the industry standard for data back-up in the mid-range network server market. The Company also offers products based on "AIT" (Advanced Intelligent Tape)
tape drives supplied by Sony Electronics, Inc. and "LTO" (Linear Tape Open) tape drives supplied by Seagate Technology, Inc., as well as a line of IBM compatible 36-track
products called TapeXpress® that serve the large installed base of AS400 and RS6000 minicomputers. With the assets acquired from Tecmar in February 2000, the Company manufactured
tape drives for the entry-level server market using DAT and Travan-based technologies through the end of fiscal year 2001.
In fiscal year 2001 the Company sold its next generation Travan-based tape drive designs and related assets to Seagate Removable Storage Solutions and has essentially exited the entry-level server
market all together.

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The
Company's drives, loaders and libraries are installed on specific computer platforms with the appropriate backup, data interchange or storage management software. Overland
actively works with a number of backup and storage management software companies to confirm that its products are properly supported. Currently, more than 80 different software packages support the
Company's products. For example, on the Novell NetWare and Microsoft Windows NT platforms, the software packages include products from Computer Associates International, Inc., Veritas Software
Corporation,

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Legato Systems Incorporated ("Legato Systems"), and Dantz Development Corp. On UNIX platforms, the software packages include products from Legato Systems, IBM/Tivoli, Hewlett Packard Company and
Veritas Software Corporation. On Linux platforms, software packages supported include Knox Software and BakBone Software, Inc.

Sales and Marketing

The Company sells its products primarily through three channels: (i) OEMs; (ii) commercial distributors; and (iii) volume, consisting of
systems integrators, technical distributors and value added resellers ("VARs"). Overland's products are sold both domestically and internationally. Regardless of the channel through which they are
sold, all of Overland's products are designed and manufactured to meet OEM level requirements and reliability standards. Because the OEM qualification process can take six to 18 months to
complete, the Company often makes initial sales of new products to non-OEM customers that typically evaluate, integrate and adopt new technologies and products more quickly. After
qualification and acceptance, OEM sales generally represent an increasing proportion of a product's unit sales and are important to the Company in terms of validating its products in the marketplace
and achieving desirable production volume. In an attempt to capitalize on the apparent market acceptance of the recently introduced Neo series libraries, the Company will redirect resources from other
areas within the Company to fund additional sales representatives within the Company's non-OEM channels and other sales and marketing efforts.

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Overland
supports its sales efforts with various marketing programs designed to build its brand name and attract new customers. Its channel partners are provided with a full range of
marketing materials, including product specification literature, software connectivity information and application notes. The Company's sales management and engineering personnel provide support to
the channel partners and, in certain instances, visit potential customer sites to explain and demonstrate the technical advantages of the Company's products. In addition, the Company holds two
conferences each year to inform its channel partners of new product developments and programs and to discuss emerging trends in their markets. The Company also maintains press relations both
domestically and in Europe, advertises in computer systems publications targeted to its end-users and channel partners, and offers market development funds to its channel partners.
Overland participates in national and regional trade shows both domestically and internationally, including displaying its products at the CeBIT show in Germany and domestically at NetWorld+Interop,
PC Expo and at a private suite in conjunction with Comdex. The Company also maintains a website (http://www.overlanddata.com) that features marketing information, product specifications, news releases
and application, service and technical support notes and investor relations information.

Customer Service and Support

Overland's technical support personnel are trained with respect to the Company's products and assist customers with "plug-and-play"
compatibility between multiple hardware platforms, operating systems and backup, data interchange and storage management software. The Company's application engineers are available to solve more
complex customer problems and visit customer sites when necessary. Customers that need service and support can contact the Company through its toll-free telephone lines, facsimile and
Internet e-mail. Application notes and user manuals can be obtained directly from the Company's website.

The
Company's standard warranty is a three-year (two years for non-LibraryXpress products) return-to-factory policy that covers both
parts and labor. For products that it distributes and for drives and tapes used in its products that are manufactured by a third party, the Company passes on to the customer the warranty provided by
the manufacturer. The Company also offers two year on-site service for many of its scalable LibraryXpress products, including 24-hour service, seven days a week, for which it
contracts with third-party service providers. The Company offers the XchangeNOW® program on its Overland-branded drives, minilibraries, loaders, LibraryPro and Neo series libraries,
enabling customers to receive a replacement unit free of charge within one to two business days after placing a service request. Overland offers this warranty service during the three-year
return-to-factory warranty period.

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In addition, the Company has instituted the GUTS Guaranteed Up Time service program for its LibraryXpress products. The guarantee has two features: (1) the
end-user customer receives an additional year of return to factory warranty if the customer experiences more than 1% down-time during any one year period, and (2) a
guarantee that all data written to tape using a covered Overland product will be recoverable or the customer can return the product for a full refund.

Research and Development

The Company currently employs 52 people in its research and development ("R&D") department who have extensive experience in the tape industry, including nine
engineers located at the Company's Longmont, Colorado facility who are dedicated to and funded by Seagate in connection with the sale of the WS30 and EDT40 tape drive design and services agreement. At
the conclusion of the Seagate development project, the Company expects to terminate the Longmont engineering team. Many of the Company's San Diego-based engineers are former employees of tape drive
companies such as Cipher Data Products ("Cipher"), Archive Corporation and Conner Peripherals, Inc. They have developed significant expertise in electrical, mechanical and firmware design.

The
Company's R&D department is capable of developing both tape drives and robotic mechanisms, including the development of various aspects of data channels, data compression,
intelligent interfaces and firmware (embedded systems software). This department also has the ability to develop and test a tape path, the core of any tape technology. Overland believes that these
capabilities distinguish it from its competitors by providing it with a better understanding of tape technologies in general and enabling it to provide higher value-added content by designing reliable
products that better utilize the advantages of specific technologies.

During
fiscal 2001, the majority of the Company's R&D efforts were focused on the development and introduction of its new Neo series line of automated tape libraries. This next
generation development involved significant development materials and evaluation units. In fiscal 2002, the Company intends to focus its R&D efforts on developing follow-on products that
will extend the Neo series product line into larger systems and integrate additional tape drive technologies and developing more intelligent automation devices. The Company's R&D expenditures amounted
to $10.1 million, $7.3 million and $5.4 million in fiscal years 2001, 2000 and 1999, respectively, representing 6.5%, 5.9% and 5.8% of net sales, respectively. Despite its R&D
focus, the Company may not be able to identify, develop, manufacture, market or support new or enhanced products successfully or on a timely basis and any new products may not gain market acceptance.

Manufacturing

The Company has a fully integrated factory in San Diego, California. Major OEM customers have certified all of its production lines and manufacturing
processes. Overland performs product assembly, integration and testing, while leaving component and piece-part manufacturing to its supplier partners. The Company works closely with a
group of regional, national and international suppliers, which are carefully selected based on their ability to provide quality parts and components that meet the Company's specifications, as well as
meet present and future volume requirements. Key suppliers are under contract to provide just-in-time deliveries. The Company specifically designs a number of its parts and
components that are not available off the shelf for integration into its products. The Company maintains a minimum number of suppliers and utilizes their specific capabilities across several product
lines.

In
general, products are not manufactured until an order is received. The typical lead-time for manufacturing products is three days. The Company's largest OEM customer,
Compaq, provides weekly forecast information that allows Overland to closely manage both raw material and finished goods inventories. As part of its agreement with Compaq, the Company ships products
to various distribution hubs around the world and retains ownership of that inventory until it is pulled by Compaq to fulfill

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customer orders, at which time Overland records a sale. As a result, backlog is not a significant factor to Overland's business.

In
June 2001, the Company discontinued manufacturing operations at its UK subsidiary. However, the Company will continue to warehouse, stage and ship product locally from the
UK facility.

The
lease on the Company's San Diego headquarters and additional San Diego warehouse facilities are due to expire in approximately 12 months. The Company currently plans to
consolidate both facilities in a larger and more appropriately configured space in the same general area within San Diego, which it expects to occupy in February 2002. In both its current and
planned facilities, the Company believes that it has and will have the capacity to support unit production levels several times greater than its current rate of production.

During
fiscal year 2001, the Company continued to operate a partial second shift in addition to the traditional single shift to handle greater production levels and could expand
further by adding to its second shift or moving to a full-time factory. Staffing levels are carefully controlled and adjusted to meet the requirements at any specific time.

Proprietary Rights

GeneralThe Company believes that, because of the rapid pace of technological change in the tape
storage industry, patent, copyright, trademark and trade secret protection are less significant than factors such as the knowledge, ability and experience of the Company's personnel, new product
introductions and product enhancements. Despite these factors, the Company still relies on a combination of patent, copyright, trademark and trade secret protection, non-disclosure
agreements and licensing arrangements to establish and protect its proprietary rights. These rights, however, may not prevent competitors from developing substantially equivalent or superior products
to those of the Company. In addition, there can be no assurance that any patents held by, or that may be issued to, the Company will not be challenged, invalidated or circumvented, or that any rights
granted would provide proprietary protection to the Company.

VR2 TechnologyThe Company has entered into various intellectual property licensing agreements relating to
its VR2technology. These agreements typically call for an initial payment to Overland for the delivery of the VR2 technology platform and royalty fees based on sales by
licensees of products containing VR2. In certain instances, Overland may elect to sell to the licensee ASIC chips embodying VR2priced to include the cost of the chip plus
an embedded royalty fee.

IBM LicenseThe Company entered into a cross-license agreement with IBM, effective January 1, 1996. Pursuant to the
terms of the agreement, the Company may use any of the patents owned by IBM within certain designated areas of technology, and IBM may use any of the patents of the Company that were in existence at
the effective date of the agreement or which are issued during the term of the agreement. In consideration for this agreement, the Company is required to pay royalty fees to IBM in
an amount equal to 2.7% of worldwide revenues generated from the Company's 18- and 36-track product sales, exclusive of those sold to IBM.

Employees

The Company had 314 employees as of June 30, 2001, including 65 in sales and marketing, 52 in research and development, 151 in manufacturing and
operations and 46 in finance, information systems, human resources and other management. There are no collective bargaining contracts covering any of the Company's employees and management believes
that its relationship with its employees is good.

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RISK FACTORS

An investment in the Company's Common Stock involves a high degree of risk. This Report contains forward-looking statements, the
accuracy of which is subject to many risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, the following risk factors, which should be considered carefully in evaluating the Company and its business.

Rapid Technological Change and Dependence on New Product Development

The market for the Company's products is generally characterized by rapid technological change and evolving industry standards and is highly competitive with
respect to timely innovation. The future success of the Company will depend on its ability to anticipate changes in technology, to develop new and enhanced products on a timely and
cost-effective basis and to introduce, manufacture and achieve market acceptance of these new and enhanced products. In particular, the Company's future success will likely depend on the
market acceptance of the recently introduced Neo series, a "next generation" tape automation product line to succeed its LibraryXpress product line. LibraryXpress and the Neo series are facing
increasing competition from automated tape library products, and likely will face competition from other storage devices that may be developed in the future. Development schedules for high technology
products are inherently subject to uncertainty and there can be no assurance that the Company will be able to meet its product development schedules, including those for products based on its
VR2 tape coding technique (both by the Company and its licensees), or that development costs will be within budgeted amounts. If the products or product enhancements that the Company
develops are not deliverable due to developmental problems, quality issues or component shortage problems, or if such products or product enhancements do not achieve market acceptance or are
unreliable, then the Company's business, financial condition and results of operations may be materially and adversely affected. The introduction (whether by the Company or its competitors) of new
products embodying new technologies such as new sequential or random access mass storage devices and the emergence of new industry standards could render existing products obsolete or not marketable.

Competition and Price Pressure

The worldwide tape storage market is intensely competitive as a large number of manufacturers of alternative tape technologies and library systems compete for
a limited number of customers. In addition, barriers to entry are relatively low in the market for library systems. The Company currently participates in three segments of the tape backup market:
(1) enterprise-level applications; (2) mid-sized applications for workgroups, departments and small enterprises; and (3) interchange based applications
on IBM compatible 3480/3490 technology. In all of these areas, many of the Company's competitors have substantially greater financial and other resources, larger research and development staffs, and
more experience and capabilities in manufacturing, marketing and distributing products than the Company. In the enterprise and mid-range markets, the Company's products currently compete
with products made by Advanced Digital Information Corporation, ATL (the DLT & Storage Systems group of Quantum), Hewlett-Packard Company ("HP"), Exabyte Corporation, Qualstar Corporation, and
StorageTek. For the market based on IBM compatible 3480/3490 technology, the Company's products compete primarily with products made by Fujitsu Computer Products of America, Inc., Hitachi Data
Systems Corporation, Plasmon Laser Magnetic Storage (LMS), a division of Plasmon, Plc., Qualstar and StorageTek. The markets for the Company's products are characterized by significant price
competition, and the Company anticipates that its products will face increasing price pressure. This pressure could result in significant price erosion, reduced profit margins and loss of market
share, which could have a material adverse effect on the Company's business, financial condition and results of operations.

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Dependence on Certain Customers

The Company's revenues are highly dependent upon the level of sales to certain major OEM customers. The Company's largest customer, Compaq, accounted for
approximately 63%, 54% and 25% of sales in fiscal years 2001, 2000 and 1999, respectively. Shipments to IBM, which became a customer during fiscal year 1997, accounted for 4%, 8% and 20% of sales in
fiscal years 2001, 2000 and 1999, respectively. No other customer accounted for more than 10% of sales in any year during the three-year period. No customer is presently obligated to
purchase a specific amount of products or provide binding forecasts of purchases for any period.

The
Company expects that Compaq will continue to represent a significant portion of the Company's revenues in future periods. Consequently, the Company's future operating results
would be materially adversely impacted by the loss of the Compaq account, or the reduction, delay or cancellation of Compaq orders.

On
September 4, 2001, Compaq announced a definitive agreement to merge with HP. It is unclear at this time what effect the recently announced merger pending between Compaq and
HP will have on the Company's sales to Compaq and its business generally. The merger, if consummated, could result in a decline in product sales to Compaq that could impact materially the Company's
business, results of operations and financial condition. Furthermore, because HP currently has its own data storage division, the merger could result in more direct competition for Compaq's data
storage business.

Dependence on Tape Technology

The Company derives a majority of its revenue from products that incorporate some form of tape technology, including DLT. Typically, these tape drive products
are available from only a single manufacturer, and the Company expects to continue to derive a substantial amount of revenue from these products for the foreseeable future. As a result, the Company's
future operating results depend on the continued availability and market acceptance of products employing tape drive technology. If products incorporating other technologies gain comparable or
superior market acceptance, then the Company may face declining sales of tape drive products, which could have a material adverse effect on the Company's business, financial condition and results of
operations.

Dependence on Certain Suppliers

The Company's products have a large number of components and subassemblies produced by outside suppliers. Accordingly, Overland is highly dependent on these
suppliers for tape drives, read-write heads, printed circuit boards and integrated circuits, which are essential to the manufacture of the Company's products. In addition, for certain of
these items, the Company qualifies only a single source, which can magnify the risk of shortages and decrease the Company's ability to negotiate with its suppliers on the basis of price. If such
shortages occur, or if the Company experiences quality problems with suppliers, shipments of products could be significantly delayed or costs significantly increased, which would have a material
adverse effect on the Company's business, financial condition and results of operations. Specifically, a large portion of the Company's products incorporate DLTtape drives manufactured by Quantum,
which is also a competitor of the Company because Quantum markets its own tape drives and tape automation products. Although Quantum has licensed Tandberg Data to be a second source manufacturer of
DLTtape drives, Overland has not qualified Tandberg as its alternative supplier. The Company does not have a long-term contract with Quantum, which could cease supplying DLTtape drives
directly to the Company. From time to time in the past, the Company has not been able to obtain as many drives as it has needed from Quantum due to drive shortages or quality issues. Any prolonged
inability to obtain adequate deliveries could require the Company to pay more for components, parts and other supplies, seek alternative sources of supply, delay shipment of products and damage
relationships with current and prospective customers. Any such delay or damage could have a material adverse effect on the Company's business, financial condition and results of operations. In the
past, the Company experienced problems with the supply of a newly introduced DLTtape drive

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and such problems adversely affected the Company's sales and earnings. No assurance can be given that such problems will not reoccur, or that the Company will not experience similar or more serious
disruptions in supply in the future with current versions of DLT drives, the new Super DLT drive or any future DLT drive version.

Fluctuation in Results

The Company's results can fluctuate substantially from time to time for various reasons. All of the markets served by the Company are volatile and subject to
market shifts, which may or may not be discernible in advance by the Company. A slowdown in the demand for workstations, mid-range computer systems, networks and servers could have a
significant adverse effect on the demand for the Company's products in any given period. The Company has experienced delays in receipt of purchase orders and, on occasion, anticipated purchase orders
have been rescheduled or have not materialized due to changes in customer requirements. The Company's customers may cancel or delay purchase orders for a variety of reasons, including the rescheduling
of new product introductions, changes in their inventory practices or forecasted demand, general economic conditions affecting the computer market, changes in pricing by the Company and its
competitors, new product announcements by the Company or others, quality or reliability problems related to the Company's products or selection of competitive products as alternate sources of supply.

In
addition, because a portion of the Company's sales are generated by its European channel, the first fiscal quarter (July through September) is commonly impacted by seasonally slow
European orders, reflecting the summer holiday period in Europe. The Company's operations may reflect substantial fluctuations from period to period as a consequence of such industry shifts, price
erosion, general economic conditions affecting the timing of orders from customers, the supply of tape drives, as well as other factors discussed herein. In particular, the Company's ability to
forecast sales to distributors, integrators and VARs is especially limited as such customers typically provide the Company with relatively short order lead times or are permitted to change orders on
short notice.

Portions
of the Company's expenses are fixed and difficult to reduce should revenues not meet the Company's expectations, thus magnifying the material adverse effect of any revenue
shortfall. The Company's gross profit has fluctuated and will continue to fluctuate quarterly and annually based upon a variety of factors such as:

Generally,
new products have higher gross margins than more mature products. Therefore, the Company's ability to introduce new products in a timely fashion is an important factor to
its profitability. Based upon all of the foregoing, the Company believes that period-to-period comparisons of its revenues and operating results will continue to fluctuate and
are not necessarily meaningful and should not be relied on as indications of future performance. Furthermore, in some future quarters, the Company's revenues and operating results could be below the
expectations of public market analysts or investors, which could result in a material adverse effect on the price of the Common Stock.

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International Operations

Direct international sales accounted for 47%, 43% and 28% of sales in fiscal years 2001, 2000 and 1999, respectively. Sales to customers outside the U.S. are
subject to various risks, including:

Furthermore,
there can be no assurance that the Company will be able to comply with changes in foreign standards in the future, even though the Company endeavors to meet standards
established by foreign regulatory bodies. The inability of the Company to design products that comply with foreign standards could have a material adverse effect on the Company's business, financial
condition and results of operations. Currently, nearly 100% of the Company's international sales are denominated in U.S. dollars and fluctuations in the value of foreign currencies relative to the
U.S. Dollar could, therefore, make the Company's products less price competitive. Additionally, the expenses of the Company's international subsidiaries are denominated in their local currencies. The
Company currently does not engage in foreign currency hedging transactions, and is therefore exposed to some level of currency risk.

Dependence on Key Employees

Overland experienced a number of changes in its senior management during fiscal year 2001. In particular, Christopher Calisi succeeded Scott McClendon as
President and Chief Executive Officer, Chet Baffa joined the Company as Vice President of Sales, and Martin Gray resigned from his position as Vice President and Chief Technical Officer. The Company
also intends to hire a new Vice President of Marketing. In order to successfully operate, the Company must integrate its new executive team in a timely and effective manner. Failure to successfully
integrate its new executive team could have a material adverse effect on the Company's business, financial condition and results of operations.

The
Company's future success depends in large part on its ability to attract and retain its key executives and other key personnel, many of whom have been instrumental in developing
new technologies and setting strategic plans. The Company's growth also depends in large part on its continuing ability to hire, motivate and retain highly qualified management, technical, sales and
marketing team members. Competition for such personnel is intense and there can be no assurance that the Company will retain existing personnel or attract additional qualified personnel in the future.

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Technology and Intellectual Property

The Company's ability to compete effectively depends in part on its ability to develop and maintain proprietary aspects of its technology. There can be no
assurance that any future patents will be granted or that any patents will be valid or provide meaningful protection for the Company's product innovations. In addition, the laws of certain foreign
countries may not protect the Company's intellectual property to the same extent as U.S. laws. Furthermore, competitors may independently develop similar products, duplicate the Company's products or,
if patents are issued to the Company, design around the patents issued to the Company. The Company also relies on a combination of copyright, trademark, trade secret and other intellectual property
laws to protect its proprietary rights.
These rights, however, may not prevent competitors from developing substantially equivalent or superior products to those of the Company's. While the Company is not currently engaged in any
intellectual property litigation or proceedings, there can be no assurance that the Company will not become involved in any such litigation in the future or that its products or other trademarks do
not infringe any intellectual property or other proprietary right of any third party. An adverse outcome in litigation or similar proceedings could subject the Company to significant liabilities to
third parties, require disputed rights to be licensed from others or require the Company to cease marketing or using certain products, any of which could have a material adverse effect on the
Company's business, financial condition and results of operations.

Risks Associated with Possible Mergers and Acquisitions

In the future, the Company may pursue mergers and acquisitions of complementary businesses, products or technologies as it seeks to expand and increase the
value-added component of its product offerings. Mergers and acquisitions involve numerous risks, including difficulties in the assimilation of the operations and personnel of the acquired business,
the diversion of management's attention from other business concerns, risks of entering markets in which the Company has no direct prior experience, and the potential loss of key employees of the
acquired business.

Future
mergers and acquisitions by the Company may also result in dilutive issuances of equity securities and the incurrence of additional debt and amortization expenses related to
intangible assets, which could adversely affect the Company's business, financial condition and results of operations.

Warranty Exposure

The Company generally provides three-year (two years for non-LibraryXpress products), return-to-factory
warranty on its products. For certain products, it provides or offers for sale a two-year on-site warranty, which is supplied by a third party service provider. The Company
pays the negotiated price of the contract to the service provider in advance and the service provider is then responsible for the costs of providing onsite labor during the three-year
warranty period and all costs for the term of the contract thereafter. For products which the Company distributes and for tape drives used in the Company's products but manufactured by a third party,
the Company passes on to the customer the related manufacturer's warranty. Although the Company has established reserves for the estimated liability associated with product warranties, there can be no
assurance that such reserves will be adequate or that the Company will not incur substantial warranty expenses in the future with respect to new or established products.

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Limited Trading History; Possible Volatility of Stock Price

The market price of the Common Stock has experienced significant fluctuations since it commenced trading in February 1997. There can be no assurance
that the market price of the Common Stock will not fluctuate significantly in the future. Many factors could cause the market price of the Common Stock to fluctuate substantially, including:
announcements concerning the Company or its competitors, quarterly variations in operating results, the introduction of new technology or products, changes in product pricing policies by the Company
or its competitors, changes in earnings estimates by analysts and the purchasing decisions of our significant customers. In addition, stock markets have experienced extreme price and volume volatility
in recent years. This volatility has had a substantial effect on the market prices of securities of many smaller public companies for reasons frequently unrelated or disproportionate to the operating
performance of the specific companies. These broad market fluctuations may adversely affect the market price of the Common Stock.

ITEM 2.Properties

The Company leases all facilities used in its business. Its headquarters are located in San Diego, California in a three-building light industrial complex
comprising approximately 121,000 square feet. The lease expires in August 2002. This San Diego facility houses all of the Company's research and development and administrative functions as well
as a major portion of manufacturing, sales, sales administration, marketing and customer support. The Company leases an additional 22,000 square foot warehouse facility to house, stage and ship
finished goods in San Diego. The lease on this facility expires in February 2002. During fiscal year 2001, the Company entered into an operating lease agreement for a new 158,000 square foot
headquarter facility to be constructed in San Diego, California. The Company plans to consolidate all San Diego operations into this facility. The lease commences upon the Company's occupancy of the
building, scheduled for February 2002. The lease is for a period of twelve years and can be renewed for one additional five-year period. In its current and planned facilities, the
Company believes that it has and will have the capacity to support unit production levels several times greater than its current rate of production.

The
Company leases a 17,000 square foot facility located in Wokingham, England, which houses sales, technical support, repair and, through June 30, 2001, manufacturing
integration for the European marketplace. The lease expires in January 2018. Beginning July 1, 2001, manufacturing functions for worldwide shipments will be performed in San Diego. The
Company also maintains small sales offices located close to Paris, France and Munich, Germany.

The
lease on the facility located in Longmont, Colorado expires in November 2005. The Company currently is working with the lessor to mitigate the rental expense once the
Longmont operations have been wound-down, projected to be January 2002. The Company also leases two other small facilities located in Longmont, Colorado and in Nashua, New Hampshire
for the development of R&D prototypes and an OEM sales office, respectively.

ITEM 3.Legal Proceedings

None

ITEM 4.Submission of Matters to a Vote of Security Holders

None

14

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PART II

ITEM 5.Market for Registrant's Common Equity and Related Shareholder Matters

The Company's Common Stock trades on The Nasdaq Stock Market under the symbol "OVRL". As of September 21, 2001, there were approximately
120 shareholders of record. The Company has not paid any dividends on its Common Stock and does not anticipate paying any dividends in the foreseeable future. The high and low closing prices of
Overland Data Common Stock from July 1, 1999 through June 30, 2001 were as follows:

High

LowFiscal Year 2001:Fourth quarter

$
8.20

$
5.40Third quarter


13.75


7.88Second quarter


11.00


6.50First quarter


13.56


8.63Fiscal Year 2000:Fourth quarter

$
15.00

$
7.56Third quarter


16.69


7.50Second quarter


9.00


4.75First quarter


7.47


5.19


ITEM 6.Selected Financial Data

The following selected financial data has been derived from the Company's audited consolidated financial statements and the notes thereto. This information
should be read in conjunction with Item 7 of this Report"Management's Discussion and Analysis of Financial Condition and Results of Operations," and with the Company's consolidated
financial statements and the related notes thereto set forth at the pages indicated in Item 14(a)(1).

|                           |         | At or for Years Ended June 30,
|-------------------------- | ------- | ------------------------------
|
|
|Income Statement Data      |         |                               
|Net revenue                |         | $                             
|Gross profit               |         |                               
|Income from operations     |         |                               
|Income before income taxes |         |                               
|Net income                 |         |                               
|Net income per share (1):  |         |                               
|                           | Basic   |                               
|                           | Diluted |                               
|Balance Sheet Data         |         |                               
|Cash and cash equivalents  |         | $                             
|Working capital            |         |                               
|Total assets               |         |                               
|Shareholders' equity       |         |                               

---

15

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

This Report contains certain statements of a forward-looking nature relating to future events or the future performance of the Company. Prospective investors
are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, prospective investors should specifically consider
various factors identified in this Report, including the matters set forth under the caption "Risk Factors," which could cause actual results to differ materially from those indicated by such
forward-looking statements.

General

Overland Data designs, develops, manufactures, markets and supports magnetic tape data storage systems and tape drives used by businesses for backup, archival
and data interchange functions in environments from small businesses to large enterprises requiring high-availability networks. The Company's primary products are automated tape libraries,
minilibraries and loaders, which combine electromechanical robotics, electronic hardware and firmware developed by the Company. Its products are based on a number of different tape technologies
including DLTtape, AIT, DLT1, SLR, IBM compatible 3480/3490/3490E, and during fiscal years 2000 and 2001 Travan and DAT. The Travan and DAT products were acquired as part of the acquisition of Tecmar
assets in February 2000. In June 2001 the Company abandoned its introduction of a next generation Travan-based product aimed at capturing a share of the entry-level server tape backup
market and sold its Travan-based WS30 and EDT40 tape drive designs and related assets. See "Business-General."

During
the third quarter of fiscal year 2001 the Company sold certain rights and assets (including the product design and all documentation, manufacturing rights, tooling and
inventory) of its automated SLR loader product to Tandberg Data for $1,135,000. As a result of this transaction, the Company recorded a pre-tax gain of $810,000 included in "other income."
In connection with this sale, the Company also will receive a per unit royalty on the first 6,000 SLR loader units that are manufactured and sold by Tandberg Data.

During
the three-year period ended June 30, 2001, the Company experienced a significant shift in the composition of its product mix. Before that period, more than
50% of the Company's sales were derived from products based on IBM compatible 3480/3490/3490E technologies and less than 30% of its sales were based on DLT products. By June 30, 2001, IBM
compatible products have become "legacy" products and sales of such products have declined significantly to approximately 6% of the Company's fiscal year 2001 sales. Conversely, sales of
DLT-based products now represent approximately 75% of the Company's revenues. This change is primarily the result of the progressive dominance of DLT in the marketplace, as well as
Compaq's decision in June 1999 to have Overland fill its mid-range tape automation requirement with the Company's DLT LibraryXpress and the extension of that agreement in fiscal
year 2001 to include the Company's Neo series. In addition, other tape-based technologies (primarily AIT) have grown to account for approximately 10% of the Company's fiscal year 2001
revenues.

In
addition to its own products, the Company also distributes products supplied by third parties, including controller cards, interchange software, storage management software, spare
parts and tape media. Finally, the Company licenses its proprietary tape encoding technology, which it developed and patented under the name VR2.

16

---

Results of Operations

The following tables set forth certain financial data as a percentage of net sales:

|                           |                            | Fiscal Years Ended June 30, |     
|-------------------------- | -------------------------- | --------------------------- | ----
|
|Net sales                  |                            | 100.0                       | %   
|Cost of goods sold         |                            | 74.9                        | %   
|                           |                            |                             |     
|Gross profit               |                            | 25.1                        | %   
|                           |                            |                             |     
|Operating expenses:        |                            |                             |     
|                           | Sales and marketing        |                             | 10.5
|                           | Research and development   |                             | 6.5 
|                           | General and administrative |                             | 5.7 
|                           |                            |                             |     
|                           |                            | 22.7                        | %   
|                           |                            |                             |     
|Income from operations     |                            | 2.4                         | %   
|Other income, net          |                            | 0.2                         | %   
|                           |                            |                             |     
|Income before income taxes |                            | 2.6                         | %   
|Provision for income taxes |                            | 1.0                         | %   
|                           |                            |                             |     
|Net income                 |                            | 1.6                         | %   
|                           |                            |                             |     



|                        |                            | Fiscal Years Ended June 30, |     
|----------------------- | -------------------------- | --------------------------- | ----
|
|LibraryXpress products: |                            |                             |     
|                        | LibraryXpress              |                             | 57.5
|                        | LibraryPro                 |                             | 9.2 
|                        | Autoloaders                |                             | 7.4 
|                        | Neo series                 |                             | 3.8 
|                        | MinilibraryXpress          |                             | 3.0 
|                        |                            |                             |     
|                        |                            | 80.9                        | %   
|                        | Spare parts, drives, other |                             | 10.0
|                        | 36-track                   |                             | 6.1 
|                        | Discontinued products      |                             | 2.2 
|                        | VR2                        |                             | 0.8 
|                        |                            |                             |     
|                        |                            | 100.0                       | %   
|                        |                            |                             |     

Fiscal Year 2001 Compared to Fiscal Year 2000

Net Sales.The Company's net sales of $155.7 million in fiscal year 2001 grew by $32.7 million or
26.6% over net sales of $123.0 million in fiscal year 2000. Sales within the Company's LibraryXpress product line grew 31.3% to 125.9 million, compared to $95.9 million in fiscal
year 2000, due to increased shipments to Compaq and the incremental growth of the LibraryPro and the recently launched Neo series products. Sales to Compaq accounted for 63% of total net sales in
fiscal year 2001, compared to 54% in fiscal year 2000. As expected, sales of the Company's 36-track products continued to decline and amounted to $9.5 million in fiscal year 2001, compared to
$12.4 million in fiscal year 2000, due primarily to lower shipments to IBM.

17

---

Non-recurring Charges.During the fourth quarter of fiscal year 2001, the Company
incurred several one-time pre-tax charges, including a $2.5 million charge related to the sale of its Travan-based WS30 and EDT40 tape drive designs and related assets
and the exit of the entry-level tape drive business, a $711,000 charge as a result of the Company's reduction in force in April 2001 and a $406,000 charge related to the write-off
of an optical product design and two lawsuit settlements. The charge related to the sale of the Travan design and exit of the entry-level tape drive business included a $2.0 million inventory
write down, recorded in costs of goods sold, related to the remaining Travan-based inventory, $365,000 classified as research and development related to the closing of the Company's Longmont, Colorado
facility, including severance expenses associated with the remaining employees formerly employed by Tecmar and other costs including the write-down of the remaining Travan-based fixed
assets and legal fees associated with the sale. The severance costs resulting from the reduction of the Company's workforce to reflect current and expected business conditions include one officer and
26 middle manager and staff level positions. The severance costs were classified as follows: $485,000 to general and administrative expense; $114,000 to cost of sales; $65,000 to sales and marketing
expense; and $47,000 to research and development expense. These severance costs include payments under the Company's severance policy or, in the case of the officer, an individual severance agreement,
related payroll taxes and outplacement expenses.

The
Company incurred a $1.7 million write down within cost of goods sold for discontinued Ditto® inventory in the fourth quarter of fiscal year 2000.

Gross Profit.The Company's gross profit amounted to $39.0 million in fiscal year 2001,
an increase of $8.5 million or 27.9% from $30.5 million in fiscal year 2000, resulting primarily from higher sales volumes. Including the non-recurring charges discussed
above, the gross margin percentage increased slightly to 25.1% in fiscal year 2001 from 24.8% in fiscal year 2000. Excluding such charges, gross margin as a percent of revenue rose slightly from 26.2%
in fiscal year 2000 to 26.4% in fiscal year 2001. Although average selling prices decreased in fiscal year 2001, product cost reductions and a favorable product mix towards higher margin products
offset the lower average selling prices.

Sales and Marketing Expenses.Sales and marketing expenses amounted to $16.4 million,
representing 10.5% of net sales in fiscal year 2001, compared to $14.3 million or 11.6% of net sales in fiscal year 2000. Increased expenditures were due primarily to a full year of salary and
related expenses associated with employees hired near the end of fiscal year 2000 and costs associated with the launch of the new Neo series product line during the year. The Company continued to
focus efforts in fiscal year 2001 on building its brand name and the expansion of its commercial distribution channel.

Research and Development Expenses.R&D expenses amounted to $10.1 million or 6.5% of net
sales in fiscal year 2001, compared to $7.3 million or 5.9% of net sales in fiscal year 2000. The increased expenses were attributable to a full year of costs associated with the personnel
formerly employed by
Tecmar and higher developmental material costs related primarily to the Neo series development program. Also included in the fiscal year 2001 amount were the costs associated with the effective
termination of the Longmont operations as a result of the sale of the Company's Travan-based products design and the discontinuance of the remaining Travan-based products.

General and Administrative Expenses.General and administrative expenses amounted to
$8.9 million or 5.7% of net sales in fiscal year 2001, compared to $6.2 million or 5.0% of net sales in fiscal year 2000. The increased level of expenses in fiscal year 2001 included an
increase in salary and related expenses associated with the hiring of a new president and chief executive officer, additional information technology resources to support the increased level of
business, an increase in bad debt expense, severance expenses resulting from the fourth quarter reduction in force and increased legal fees related primarily to the settlement of two lawsuits.

Interest Income/Expense.In fiscal year 2001, the Company generated net interest income of
$473,000, compared to net interest income of $714,000 in fiscal year 2000. The lower net interest income in fiscal year 2001 is due to reduced cash balances during the year combined with lower yields
on the Company's investments.

18

---

Income Taxes.The Company's fiscal year 2001 provision for state and federal income taxes
amounted to $1.5 million. This equated to an effective tax rate of 37.9% in fiscal year 2001, down from 39.5% in fiscal year 2000. The decrease in the effective tax rate from the prior year is
due primarily to a larger benefit from the Company's foreign sales corporation as a result of an increase in qualified export sales.

Fiscal Year 2000 Compared to Fiscal Year 1999

Net Sales.The Company's net sales of $123.0 million in fiscal year 2000 grew by
$30.8 million or 33.4% over net sales of $92.2 million in fiscal year 1999. Sales within the Company's LibraryXpress product line grew 81.8% to $95.9 million, compared to
$52.7 million in fiscal year 1999, due primarily to increased shipments to Compaq. Sales to Compaq accounted for 54% of total net sales in fiscal year 2000, compared to 25% in fiscal year 1999.
Sales of the Company's 36-track products decreased by 48.8% to $12.4 million in fiscal year 2000, compared to $24.3 million in fiscal year 1999, due primarily to lower
shipments to IBM. Sales to IBM accounted for 8% of total net sales in fiscal year 2000, compared to 20% in fiscal year 1999.

Gross Profit.The Company's gross profit amounted to $30.5 million in fiscal year 2000,
an increase of $2.6 million or 9.3% from $27.9 million in fiscal year 1999, resulting from the higher sales volumes, offset by lower average sales prices. The gross margin percentage
declined to 24.8% in fiscal year 2000 from 30.2% in fiscal year 1999, reflecting a greater mix of sales to OEM customers, which are typically at lower margins compared to other channel business, as
well as a $1.7 million write down for discontinued Ditto inventory.

Sales and Marketing Expenses.Sales and marketing expenses amounted to $14.3 million,
representing 11.6% of net sales in fiscal year 2000, compared to $11.8 million or 12.8% of net sales in fiscal year 1999. Increased expenditures were due primarily to additional personnel and
increased travel, a higher level of advertising and promotional programs and the addition of expenses relating to the assets acquired from Tecmar. The Company continued to focus in fiscal year 2000 on
building its brand name and expansion of its commercial distribution channel.

Research and Development Expenses.R&D expenses amounted to $7.3 million or 5.9% of net
sales in fiscal year 2000, compared to $5.4 million or 5.8% of net sales in fiscal year 1999. The increased expenses were attributable to the hiring of additional personnel to support new
product development, including primarily the personnel formerly employed by Tecmar, and higher developmental material costs related to new product development programs.

General and Administrative Expenses.General and administrative expenses amounted to
$6.2 million or 5.0% of net sales in fiscal year 2000, compared to $5.1 million or 5.5% of net sales in fiscal year 1999. The increased level of expenses in fiscal year 2000 was due
primarily to the addition of former Tecmar personnel and increased legal fees relating primarily to the Company's licensing, patent and business development activities. Offsetting this increase was a
decrease in the Company's bad debt provision due to a higher concentration of OEM accounts receivable balances, reflecting a reduced credit risk.

Interest Income/Expense.In fiscal year 2000, the Company generated net interest income of
$714,000, compared to net interest income of $810,000 in fiscal year 1999. The lower net interest income in fiscal year 2000 is due primarily to the reduced cash balances resulting from the
$3.4 million purchase of certain Tecmar assets on February 23, 2000.

Income Taxes.The Company's fiscal year 2000 provision for state and federal income taxes
amounted to $1.3 million. This equated to an effective tax rate of 39.5% in fiscal year 2000, unchanged from fiscal year 1999.

19

---

Liquidity and Capital Resources

During fiscal year 2001, the Company's cash balances decreased by $4.9 million as operating cash outflows of $4.6 million and capital
expenditures of $2.1 million exceeded net inflows from financing activities of $1.1 million and proceeds from the sales of assets of $833,000. Operating cash outflows during fiscal year
2001 resulted primarily from a pay down of accounts payable and accrued liabilities and an increase in inventories and accounts receivable, partially offset by net income before depreciation. Capital
expenditures during fiscal year 2001 were comprised primarily of tooling, computers and related systems. Financing cash inflows during the year were a result of the proceeds from the issuance of
common stock under the Company's employee stock purchase plan and the exercise of stock options.

At
June 30, 2001, the Company had $10.8 million of cash and cash equivalents, $47.0 million of net working capital, an unused bank line of credit of
$5 million and no other funded debt. The Company believes that these resources will be sufficient to fund its operations and to provide for its growth into the foreseeable future.

Inflation

Inflation has not had a significant negative impact on the Company's operations during the periods presented. With the exception of its OEM contracts, which
contain fixed pricing for up to one year, the Company historically has been able to pass on to its customers increases in raw material prices caused by inflation. There can be no assurance, however,
that the Company will be able to continue to pass on any future increases should they occur. Although the Company's exposure to the effects of inflation will be magnified by the expected increase in
OEM business, the Company believes that its continuous efforts at material and labor cost reductions will minimize such effects.

Year 2000

Beginning in 1999, the Company took steps designed to ensure that its products, information technology and facilities computer systems were Year 2000
compliant. To date, the Company has not experienced Year 2000 issues with regard to its internal systems, any third party systems or any of the Company's products. The Company's expenditures relating
directly to Year 2000 compliance have not been material. Despite the fact that the Year 2000 has passed and the Company has experienced no problems to date, there can be no assurance that the risks
posed by Year 2000 issues will not adversely affect the Company's business in the future, either as a result of unanticipated difficulties related to its systems or those of third parties.

ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact the financial position, results of operations or cash flows of the Company due to adverse changes in
financial and commodity market prices and rates. The Company is exposed to market risk in the areas of changes in United States interest rates and changes in foreign currency exchange rates as
measured against the U.S. dollar. These exposures are directly related to its normal operating and funding activities. Historically, the Company has not used derivative instruments or engaged in
hedging activities.

Interest Rate Risk.The Company's financial instruments with market risk exposure are the
Company's cash equivalents, short-term investments and, to the extent utilized, revolving credit borrowings, of which no amounts were outstanding during or as of June 30, 2001. The
primary objective of the Company's investment activities is to preserve principal while maximizing yields without significantly increasing risk. To achieve this objective, the Company currently
maintains a portfolio of high-grade commercial paper and money market funds.

20

---

The Company's revolving line of credit facility carries interest at the bank's prime rate or at the bank's banker's acceptance rate plus 2.25%. The Company's objective in maintaining
access to these variable rate borrowings is the flexibility obtained regarding early repayment without penalties and lower overall costs as compared with fixed rate borrowings.

Under
the Company's current policies, it does not use interest rate derivatives instruments to manage its exposure to interest rate changes. A hypothetical 100 basis point adverse
move in interest rates along the entire interest rate yield curve would result in no material change in the Company's pre-tax earnings and cash flow.

Foreign Currency Risk.The Company conducts business on a global basis and essentially all of
its products sold in international markets are denominated in U.S. dollars. Historically, export sales have represented a significant portion of the Company's sales and is expected to continue to
represent a significant portion of sales.

The
Company's wholly-owned subsidiaries in the United Kingdom, France and Germany incur costs which are denominated in local currencies. As exchange rates vary, these results when
translated may vary from expectations and adversely impact overall expected results. The effect of exchange rate fluctuations on the Company's results during fiscal year 2001 was a $398,000 expense.

ITEM 8.Financial Statements and Supplementary Data

The consolidated financial statements and supplementary data of the Company required by this item are set forth at the pages indicated in Item 14(a)(1).

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

21

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PART III

ITEM 10.Directors and Executive Officers of the Registrant

The information required by this item is included under the captions entitled "Election of Directors", "Executive Officers", and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement to be filed for our 2001 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 11.Executive Compensation

The information required by this item is included under the caption entitled "Compensation of Executive Officers", "Non-Employee Director Compensation" and
"Report of the Compensation Committee of the Board of Directors on Executive Compensation" in the Company's Proxy Statement to be filed for our 2001 Annual Meeting of Shareholders and is incorporated
herein by reference.

ITEM 12.Security Ownership of Certain Beneficial Owners and Management

The information required by this item is included under the caption entitled "Security Ownership of Certain Beneficial Owners and Management" in the Company's
Proxy Statement to be filed for our 2001 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 13.Certain Relationships and Related Transactions

The information required by this item is included under the caption entitled "Certain Relationships and Related Transactions" in the Company's Proxy Statement
to be filed for our 2001 Annual Meeting of Shareholders and is incorporated herein by reference.

22

---

PART IV

ITEM 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)Financial Statements. The following Consolidated Financial Statements of Overland
Data, Inc. and Report of Independent Accountants are included in a separate section of this Report at the page numbers so indicated:

Report of Independent Accountants

F-1Consolidated Balance Sheet as of June 30, 2001 and 2000

F-2Consolidated Statement of Operations for the Years Ended June 30, 2001, 2000 and 1999

F-3Consolidated Statement of Shareholders' Equity and Comprehensive Income for Years Ended June 30, 2001, 2000, and 1999

F-4Consolidated Statement of Cash Flows for the Years Ended June 30, 2001, 2000 and 1999

F-5Notes to Consolidated Financial Statements

F-6 to F-18


(a)(2)Financial Statement Schedule.The following financial statement schedule of Overland Data, Inc. for the
years ended June 30, 2001, 2000 and 1999 is filed as part of this Report on the page number so indicated and should be read in conjunction with the Consolidated Financial Statements of Overland
Data, Inc.:

Schedule IIValuation and Qualifying Accounts

S-1


Schedules
not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial
Statements or Notes thereto.

(a)(3)Exhibits

|3.1  |  | Registrant's Amended and Restated Articles of Incorporation. (1)                                                                                                   
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  |  | Registrant's Bylaws. (9)                                                                                                                                           
|4.1  |  | Specimen stock certificate. (1)                                                                                                                                    
|4.2  |  | Investors' Rights Agreement dated May 21, 1993 by and between Overland Data, Inc. and the parties named therein. (1)                                               
|10.1 |  | Standard Industrial LeaseMulti-Tenant dated May 26, 1993 by and between Overland Data, Inc. and Mitsui/SBD America Fund 87-1. (1)                                 
|10.2 |  | Build-to-Suit Single Tenant Lease dated October 12, 2000 by and between Overland Data, Inc. and LBA-VIF One, LLC. (8)                                              
|10.3 |  | First Amendment to Lease dated January 18, 2001 by and between Overland Data, Inc. and LBA Overland, LLC, as successor-in-interest to LBA-VIF One, LLC.            
|10.4 |  | Second Amendment to Lease dated March 8, 2001 by and between Overland Data, Inc. and LBA Overland, LLC.                                                            
|10.5 |  | Credit Agreement dated November 9, 1999 by and between Overland Data and Imperial Bank. (2) +                                                                      
|10.6 |  | First Amendment to Credit Agreement dated November 15, 2000 by and between Overland Data, Inc. and Imperial Bank.                                                  
|10.7 |  | Production Procurement Agreement #RMSS-ODI-96-01-0 dated October 25, 1996 by and between Overland Data, Inc. and International Business Machines Corporation. (1) +

23

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|10.8  |   | Design Purchase and Services Agreement dated June 15, 2001 by and between Overland Data, Inc. and Seagate Removable Storage Solutions LLC. (10) +
|----- | - | -------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |   | Supply Agreement dated June 15, 2001 by and between Overland Data, Inc. and Seagate Removable Storage Solutions LLC. (10) +                      
|10.10 |   | VR2 Technology License Agreement dated April 27, 2000 by and between Overland Data, Inc. and Storage Technology Corp. (5) +                      
|10.11 |   | Corporate Purchase Agreement dated June 7, 2000 by and between Overland Data, Inc. and Compaq Computer Corporation and its Affiliates. (6) +     
|10.12 | * | Form of Indemnification Agreement entered into by and between Overland Data, Inc. and each of its directors and officers. (1)                    
|10.13 | * | Form of Retention Agreement entered into by and between Overland Data, Inc. and each of its executive officers.                                  
|10.14 | * | Employment Agreement dated March 12, 2001 by and between Overland Data, Inc. and Christopher Calisi. (9)                                         
|10.15 | * | Employment Agreement dated December 4, 2000 by and between Overland Data, Inc. and Vernon A. LoForti. (8)                                        
|10.16 | * | Employment Agreement dated January 1, 2001 by and between Overland Data, Inc. and Robert J. Scroop. (9)                                          
|10.17 | * | Employment Agreement dated January 1, 2001 by and between Overland Data, Inc. and Michael Gawarecki. (9)                                         
|10.18 | * | Employment Agreement dated April 2, 2001 by and between Overland Data, Inc. and Chet Baffa.                                                      
|10.19 | * | Employment Agreement dated January 1, 2001 by and between Overland Data, Inc. and Scott McClendon. (9)                                           
|10.20 | * | Second Amendment to 1995 Stock Option Plan. (4)                                                                                                  
|10.21 | * | Form of Stock Option Agreement for options granted under the 1995 Stock Option Plan.                                                             
|10.22 | * | First Amendment to 1997 Executive Stock Option Plan. (4)                                                                                         
|10.23 | * | Form of Stock Option Agreement for options granted under the 1997 Executive Stock Option Plan.                                                   
|10.24 | * | 2000 Stock Option Plan. (7)                                                                                                                      
|10.25 | * | Form of Notice of Stock Option Award and Stock Option Award Agreement for options granted under 2000 Stock Option Plan. (9)                      
|10.26 | * | First Amendment to 1996 Employee Stock Purchase Plan. (4)                                                                                        
|21.1  |   | Subsidiaries of the Registrant.                                                                                                                  
|23.1  |   | Consent of PricewaterhouseCoopers LLP, Independent Accountants.                                                                                  
|24.1  |   | Power of Attorney (included on signature page).                                                                                                  

---

24

---

(b)Reports on Form 8-K. The Company filed the following Current Report on Form 8-K during the
fourth quarter of the year ended June 30, 2001:

(1)  Current
Report on Form 8-K, filed on July 2, 2001, reporting under Item 2 the sale of the Company's Travan-based WS30 and EDT40 tape
drive designs and the Company's plans to exit the entry-level tape drive business. Filed as an exhibit to the report were the pro forma financial statements required by Item 7(b) of
Form 8-K.

25

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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.

|                          |  | OVERLAND DATA, INC.
|------------------------- |  | -------------------
|Dated: September 28, 2001 |  | By:                

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Calisi and Vernon A. LoForti, jointly and
severally, as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on
Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in- fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

|Signature                               |  | Title                                                 |  | Date              
|--------------------------------------- |  | ----------------------------------------------------- |  | ------------------
|                                        |  |                                                       |  |                   
|/s/CHRISTOPHER CALISIChristopher Calisi |  | President, Chief Executive Officer and Director       |  | September 28, 2001
|/s/VERNON A. LOFORTIVernon A. LoForti   |  | Vice President, Chief Financial Officer and Secretary |  | September 28, 2001
|/s/ROBERT A. DEGANRobert A. Degan       |  | Director                                              |  | September 28, 2001
|/s/MARTIN D. GRAYMartin D. Gray         |  | Director                                              |  | September 28, 2001
|/s/SCOTT MCCLENDONScott McClendon       |  | Director                                              |  | September 28, 2001
|/s/PETER PREUSSPeter Preuss             |  | Director                                              |  | September 28, 2001
|/s/JOHN A. SHANEJohn A. Shane           |  | Director                                              |  | September 28, 2001

26

---

OVERLAND DATA, INC.  REPORT OF INDEPENDENT ACCOUNTANTS

To
the Board of Directors and Shareholders
of Overland Data, Inc.:

In
our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 14(a)(1) on page 23 present fairly, in all material respects, the financial
position of Overland Data, Inc. and its subsidiaries at June 30, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended
June 30, 2001 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index
appearing under Item 14(a)(2) on page 23 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial
statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

/s/
PricewaterhouseCoopers LLP

PricewaterhouseCoopers
LLP
San Diego, California
August 7, 2001

F1

---



OVERLAND DATA, INC.  CONSOLIDATED BALANCE SHEET  (in thousands)

|                                       |                                                                                                                                               | June 30, |                           
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | -------- | --------------------------
|
|Assets                                 |                                                                                                                                               |          |                           
|Current assets:                        |                                                                                                                                               |          |                           
|                                       | Cash and cash equivalents                                                                                                                     |          | $                         
|                                       | Accounts receivable, less allowance for doubtful accounts of $603 and $389, respectively                                                      |          |                           
|                                       | Inventories                                                                                                                                   |          |                           
|                                       | Deferred income taxes                                                                                                                         |          |                           
|                                       | Other current assets                                                                                                                          |          |                           
|                                       |                                                                                                                                               |          |                           
|                                       |                                                                                                                                               |          | Total current assets      
|Property and equipment, net            |                                                                                                                                               |          | 4,795                     
|Other assets                           |                                                                                                                                               |          | 737                       
|                                       |                                                                                                                                               |          |                           
|                                       |                                                                                                                                               | $        | 70,171                    
|                                       |                                                                                                                                               |          |                           
|Liabilities and Shareholders' Equity   |                                                                                                                                               |          |                           
|Current liabilities:                   |                                                                                                                                               |          |                           
|                                       | Accounts payable                                                                                                                              |          | $                         
|                                       | Accrued liabilities                                                                                                                           |          |                           
|                                       | Accrued payroll and employee compensation                                                                                                     |          |                           
|                                       |                                                                                                                                               |          |                           
|                                       |                                                                                                                                               |          | Total current liabilities 
|Other liabilities                      |                                                                                                                                               |          | 852                       
|                                       |                                                                                                                                               |          |                           
|                                       |                                                                                                                                               |          | Total liabilities         
|                                       |                                                                                                                                               |          |                           
|Commitments and contingencies (Note 8) |                                                                                                                                               |          |                           
|Shareholders' equity:                  |                                                                                                                                               |          |                           
|                                       | Common stock, no par value, 25,000 shares authorized; 10,513 and 10,270 shares issued and outstanding at June 30, 2001 and 2000, respectively |          |                           
|                                       | Accumulated other comprehensive loss                                                                                                          |          |                           
|                                       | Retained earnings                                                                                                                             |          |                           
|                                       |                                                                                                                                               |          |                           
|                                       |                                                                                                                                               |          | Total shareholders' equity
|                                       |                                                                                                                                               |          |                           
|                                       |                                                                                                                                               | $        | 70,171                    
|                                       |                                                                                                                                               |          |                           

See
accompanying notes to consolidated financial statements.

F2

---

OVERLAND DATA, INC.  CONSOLIDATED STATEMENT OF OPERATIONS  (in thousands, except per share amounts)

|                                               |                             | Year Ended June 30,
|---------------------------------------------- | --------------------------- | -------------------
|
|Net revenue:                                   |                             |                    
|                                               | Product sales               |                    
|                                               | License fees and royalties  |                    
|                                               |                             |                    
|                                               |                             |                    
|Cost of product sales                          |                             |                    
|                                               |                             |                    
|Gross profit                                   |                             |                    
|Operating expenses:                            |                             |                    
|                                               | Sales and marketing         |                    
|                                               | Research and development    |                    
|                                               | General and administrative  |                    
|                                               |                             |                    
|                                               |                             |                    
|                                               |                             |                    
|Income from operations                         |                             |                    
|Other income (expense):                        |                             |                    
|                                               | Interest income, net        |                    
|                                               | Other (expense) income, net |                    
|                                               |                             |                    
|Income before income taxes                     |                             |                    
|Provision for income taxes                     |                             |                    
|                                               |                             |                    
|Net income                                     |                             | $                  
|                                               |                             |                    
|Net income per share:                          |                             |                    
|                                               | Basic                       |                    
|                                               |                             |                    
|                                               | Diluted                     |                    
|                                               |                             |                    
|Shares used in computing net income per share: |                             |                    
|                                               | Basic                       |                    
|                                               |                             |                    
|                                               | Diluted                     |                    
|                                               |                             |                    

See
accompanying notes to consolidated financial statements.

F3

---



OVERLAND DATA, INC.  CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME  (in thousands)

|                         |                                                                  | Common Stock                 |      | Accumulated
Other
Comprehensive
Income (Loss) |        |        |   |      |  
|------------------------ | ---------------------------------------------------------------- | ---------------------------- | ---- | --------------------------------------------- | ------ | ------ | - | ---- | -
|
|
|Balance at June 30, 1998 |                                                                  | 10,549                       |      | $                                             | 33,496 |        | $ | 18   |  
|                         | Exercise of stock options                                        |                              | 56   |                                               |        | 98     |   |      |  
|                         | Sale of stock through the Company's Employee stock purchase plan |                              | 92   |                                               |        | 338    |   |      |  
|                         | Company repurchases of stock                                     |                              | (607 | )                                             |        | (3,006 | ) |      |  
|                         | Tax benefits from exercise of stock options                      |                              |      |                                               |        | 104    |   |      |  
|                         | Comprehensive income:                                            |                              |      |                                               |        |        |   |      |  
|                         |                                                                  | Net income                   |      |                                               |        |        |   |      |  
|                         |                                                                  | Foreign currency translation |      |                                               |        |        |   |      |  
|                         |                                                                  |                              |      |                                               |        |        |   |      |  
|Balance at June 30, 1999 |                                                                  | 10,090                       |      |                                               | 31,030 |        |   | (59  | )
|                         |                                                                  |                              |      |                                               |        |        |   |      |  
|                         | Exercise of stock options                                        |                              | 187  |                                               |        | 365    |   |      |  
|                         | Sale of stock through the Company's Employee stock purchase plan |                              | 63   |                                               |        | 300    |   |      |  
|                         | Company repurchases of stock                                     |                              | (70  | )                                             |        | (415   | ) |      |  
|                         | Tax benefits from exercise of stock options                      |                              |      |                                               |        | 473    |   |      |  
|                         | Comprehensive income:                                            |                              |      |                                               |        |        |   |      |  
|                         |                                                                  | Net income                   |      |                                               |        |        |   |      |  
|                         |                                                                  | Foreign currency translation |      |                                               |        |        |   |      |  
|                         |                                                                  |                              |      |                                               |        |        |   |      |  
|Balance at June 30, 2000 |                                                                  | 10,270                       |      |                                               | 31,753 |        |   | (159 | )
|                         |                                                                  |                              |      |                                               |        |        |   |      |  
|                         | Exercise of stock options                                        |                              | 171  |                                               |        | 457    |   |      |  
|                         | Sale of stock through the Company's Employee stock purchase plan |                              | 72   |                                               |        | 601    |   |      |  
|                         | Stock-based compensation                                         |                              |      |                                               |        | 97     |   |      |  
|                         | Tax benefits from exercise of stock options                      |                              |      |                                               |        | 706    |   |      |  
|                         | Comprehensive income:                                            |                              |      |                                               |        |        |   |      |  
|                         |                                                                  | Net income                   |      |                                               |        |        |   |      |  
|                         |                                                                  | Foreign currency translation |      |                                               |        |        |   |      |  
|                         |                                                                  |                              |      |                                               |        |        |   |      |  
|Balance at June 30, 2001 |                                                                  | 10,513                       |      | $                                             | 33,614 |        | $ | (332 | )
|                         |                                                                  |                              |      |                                               |        |        |   |      |  

See
accompanying notes to consolidated financial statements.

F4

---

OVERLAND DATA, INC.  CONSOLIDATED STATEMENT OF CASH FLOWS  (in thousands)

|                                                     |                                                                                             | Year Ended June 30,                         |                                               
|---------------------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------- | ----------------------------------------------
|
|Operating activities:                                |                                                                                             |                                             |                                               
|                                                     | Net income                                                                                  |                                             | $                                             
|                                                     | Adjustments to reconcile net income to net cash (used in) provided by operating activities: |                                             |                                               
|                                                     |                                                                                             | Deferred tax (benefit) provision            |                                               
|                                                     |                                                                                             | Depreciation and amortization               |                                               
|                                                     |                                                                                             | Bad debt expense (benefit)                  |                                               
|                                                     |                                                                                             | Tax benefits from exercise of stock options |                                               
|                                                     |                                                                                             | (Gain) loss on disposition of assets        |                                               
|                                                     |                                                                                             | Non-cash compensation                       |                                               
|                                                     |                                                                                             | Changes in assets and liabilities:          |                                               
|                                                     |                                                                                             |                                             | Accounts receivable                           
|                                                     |                                                                                             |                                             | Inventories                                   
|                                                     |                                                                                             |                                             | Other assets                                  
|                                                     |                                                                                             |                                             | Accounts payable and accrued/other liabilities
|                                                     |                                                                                             |                                             | Accrued payroll and employee compensation     
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|Investing activities:                                |                                                                                             |                                             |                                               
|                                                     | Capital expenditures                                                                        |                                             |                                               
|                                                     | Proceeds from sale of assets                                                                |                                             |                                               
|                                                     | Acquisition of certain Tecmar assets                                                        |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|Financing activities:                                |                                                                                             |                                             |                                               
|                                                     | Proceeds from issuance of common stock                                                      |                                             |                                               
|                                                     | Proceeds from exercise of stock options                                                     |                                             |                                               
|                                                     | Stock repurchases                                                                           |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             |                                               
|Effect of exchange rate changes on cash              |                                                                                             |                                             | (173                                          
|                                                     |                                                                                             |                                             |                                               
|Net (decrease) increase in cash and cash equivalents |                                                                                             |                                             | (4,930                                        
|Cash and cash equivalents, beginning of year         |                                                                                             |                                             | 15,774                                        
|                                                     |                                                                                             |                                             |                                               
|Cash and cash equivalents, end of year               |                                                                                             | $                                           | 10,844                                        
|                                                     |                                                                                             |                                             |                                               
|Supplemental disclosure of cash flow information:    |                                                                                             |                                             |                                               
|                                                     | Cash paid for income taxes                                                                  |                                             | $                                             
|                                                     | Acquisition of businesses:                                                                  |                                             |                                               
|                                                     |                                                                                             | Fair value of:                              |                                               
|                                                     |                                                                                             |                                             | Assets acquired                               
|                                                     |                                                                                             |                                             | Liabilities assumed                           
|                                                     |                                                                                             |                                             |                                               
|                                                     |                                                                                             |                                             | Cash paid for acquisitions                    
|                                                     |                                                                                             |                                             |                                               

See
accompanying notes to consolidated financial statements

F5

---



OVERLAND DATA, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Overland Data, Inc. (the "Company") was incorporated on September 8, 1980 under the laws of the State of California. The Company designs,
develops, manufactures, markets and supports magnetic tape data storage systems and tape drives used by businesses for backup, archival and data interchange functions in environments from small
businesses to large enterprises requiring high-availability networks. The Company's fiscal year ends on the Sunday closest to June 30. For ease of presentation, the Company's
year-end is deemed to be June 30. Fiscal years 2001 and 1999 each included 52 weeks, while fiscal year 2000 included 53 weeks.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Overland Data (Europe) Ltd., Overland Data
SARL, Overland Data GmbH, Tecmar, Inc. and Overland Data Export Limited, a foreign sales corporation. All significant intercompany accounts and transactions have been eliminated.

Management Estimates and Assumptions

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

Revenue Recognition

Revenue on direct product sales (excluding sales to commercial distributors and Compaq) is recognized upon shipment of products to such customers as they are
not subject to any specific right of return or price protection, except for any defective product which may be returned under the Company's warranty policy. Title and risk of loss transfer to the
customer when the product leaves the Company's dock. Product sales to commercial distribution customers are subject to certain rights of return, stock rotation privileges and price protection. Revenue
from shipments to these customers is not recognized until the related products are in turn sold to the ultimate customer by the commercial distributor. At June 30, 2001, there was approximately
$875,000 of product that had been shipped to the Company's commercial distributors, but not yet shipped to ultimate customers. As part of its agreement with Compaq, the Company ships products to
various distribution hubs around the world and retains ownership of that inventory until it is pulled by Compaq to fulfill customer orders, at which time, generally the same business day, the Overland
sale is recorded.

Shipping and Handling Costs

In accordance with Emerging Issues Task Force No. 00-10, the Company includes the costs of shipping and handling, when incurred, in cost of
goods sold. The adoption of this EITF has no effect on the Company's results of operations.

F6

---

Warranty Costs

The Company generally provides a three-year return-to-factory warranty on its LibraryXpress, MiniLibraryXpress and
LoaderXpress products and a two-year return-to-factory warranty on its other products. In addition, with the exception of sales to OEM customers,
on-site warranties are provided for certain of the Company's line of LibraryXpress products. The Company records a provision for estimated future warranty costs at the time of shipment for
both the return-to-factory and on-site warranties. Separately priced on-site warranties are offered for sale to customers of other product lines. The
Company contracts with outside vendors to provide service relating to all on-site warranties. Warranty revenues and amounts paid in advance to outside service organizations are recognized
in the financial statements in sales and cost of goods sold, respectively, over the warranty period.

Research and Development Costs

Research and development costs are expensed as incurred.

Fair Value of Financial Instruments

It is management's belief that the carrying amounts shown for the Company's financial instruments are reasonable estimates of their related fair values based
on their terms or short-term nature.

Comprehensive Income

Comprehensive income for the Company includes net income and foreign currency translation adjustments, which are charged or credited to accumulated other
comprehensive income within shareholders' equity.

Segment Data

The Company reports segment data based on the management approach. The management approach designates the internal reporting that is used by management for
making operating and investment decisions and evaluating performance as the source of the Company's reportable segments. The Company also discloses information about products and services, geographic
areas and major customers. The Company's U.S. and foreign operations are considered a single operating segment.

Information about Geographic Areas

Export sales by the Company, principally in Europe, for the years ended June 30, 2001, 2000 and 1999 were $73,754,000, $52,451,000 and $25,769,000,
respectively. Long-lived assets other than deferred tax assets located in the Company's foreign subsidiaries, principally in Europe, at June 30, 2001, 2000 and 1999 were $819,000,
$829,000 and $113,000, respectively.

Concentrations of Risks

The Company's customers include original equipment manufacturers, integrators, distributors, and value added resellers. Financial instruments which potentially
subject the Company to concentrations of credit risk are primarily accounts receivable. The Company performs ongoing credit evaluations of its customers, generally requires no collateral and maintains
allowances for potential credit losses and sales returns.

The
Company's largest single customer accounted for approximately 63%, 54% and 25% of sales in fiscal years 2001, 2000 and 1999, respectively, and approximately 62%, 56% and 23% of
accounts receivable at June 30, 2001, 2000 and 1999, respectively. The second largest customer accounted for 4%, 8% and 20% of sales in fiscal year 2001, 2000 and 1999, respectively, and 2%, 9%
and 18% of accounts receivable at June 30, 2000, 1999 and 1998, respectively. No other customer accounted for 10% or more of sales in any of the three years presented.

F7

---

On September 4, 2001, the Company's largest single customer announced a definitive agreement to merge with a competitor of the Company. It is unclear at this time what effect
the pending merger could have on the Company's sales. The merger, if consumated, could result in a decline in product sales to this customer that could impact materially the Company's business,
results of operations and financial condition.

Cash Equivalents

Highly liquid investments with original maturities of three months or less are classified as cash equivalents.

Inventories

Inventories are stated at the lower of cost (first-in-first-out method) or market.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the
depreciable assets (generally two to five years). Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term.
Expenditures for normal maintenance and repair are charged to expense as incurred, and improvements are capitalized. Upon the sale or retirement of property or equipment, the asset cost and related
accumulated depreciation are removed from the respective accounts and any gain or loss is included in the results of operations.

Long-Lived Assets

The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances have made
recovery of an asset's carrying value unlikely. An impairment loss would be recognized when the sum of the expected future net undiscounted cash flows is less than the carrying amount of the asset.
The Company has not recorded any material impairment losses.

Foreign Currency Translation

The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange
rate at the balance sheet date for assets and liabilities and the weighted average exchange rate during the year for revenues, expenses, gains and losses. Translation adjustments are recorded as
accumulated other comprehensive income within shareholders' equity. Gains or losses from foreign currency transactions are recognized currently in income. Such transactions resulted in losses of
$398,000, $118,000 and a gain of $188,000 for the years ended June 30, 2001, 2000 and 1999, respectively.

Income Taxes

The Company provides for income taxes utilizing the liability method. Under the liability method, a deferred tax asset and/or liability is computed for both
the expected future impact of differences between the financial statement and tax bases of assets and liabilities, and for the expected future tax benefit to be derived from tax credits and loss
carryforwards. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. A valuation allowance is established when, in the
opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

F8

---

Stock-Based Compensation

The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method and provides pro forma disclosures
of net income and earnings per share as if the fair value-based method had been applied in measuring compensation expense. Compensation charges related to non-employee stock-based
compensation are measured using fair value methods and recognized as earned.

Net Income Per Share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share
is computed based on the weighted average number of shares of common stock outstanding during the period increased by the weighted average number of dilutive common stock equivalents outstanding
during the period, using the treasury stock method. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share amounted to 682,000, 337,000 and
573,000 in the fiscal years ended June 30, 2001, 2000 and 1999, respectively.

F9

---

A reconciliation of the calculation of basic and diluted earnings per share is as follows:

|           |                                                          | Year Ended June 30,
|---------- | -------------------------------------------------------- | -------------------
|
|
|Net income |                                                          | $                  
|Basic:     |                                                          |                    
|           | Weighted average number of common shares outstanding     |                    
|           | Basic net income per share                               |                    
|Diluted:   |                                                          |                    
|           | Weighted average number of common shares outstanding     |                    
|           | Common stock equivalents using the treasury stock method |                    
|           | Shares used in computing net income per share            |                    
|           | Diluted net income per share                             |                    



Certain prior period amounts have been reclassified to conform to the current year presentation.

NOTE 2ACQUISITION AND DISPOSITION OF CERTAIN ASSETS

On February 23, 2000, the Company, through its subsidiary Tecmar, Inc., purchased certain inventories, fixed assets, supplies, intellectual
property, trademarks and Internet addresses (the "Acquisition") from Tecmar Technologies International, Inc. and certain of its affiliates, including Tecmar Technologies, Inc.
(collectively, "Tecmar"), in an acquisition accounted for as a purchase. Tecmar, based in Longmont, Colorado, developed and manufactured tape drives for the entry-level network storage market. Total
consideration for the Acquisition amounted to approximately $3,410,000 in cash. The assets were acquired on a discounted basis free and clear of all liens, interests and claims pursuant to a
bankruptcy court order, and the Company assumed no liabilities of Tecmar, other than customer warranty and payroll-related obligations. The Company's reported statement of operations includes the
results of Tecmar from the February 23, 2000 acquisition date.

Total
consideration was preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Based on the
preliminary allocation, the estimated fair value of the assets acquired exceeded the total consideration paid and the Company allocated the excess amount to first reduce the value of
non-current assets to zero and then to negative goodwill. The negative goodwill was amortized to reduce general and administrative expenses on a straight-line basis over three
years, the estimated period of benefit.

In
the fourth quarter of fiscal year 2000, the Company finalized the Tecmar purchase price allocation. The reallocation of the purchase price resulted in a reduction of the value
assigned to inventories and a corresponding reversal of negative goodwill previously recorded. Additionally, the Company elected to discontinue the Ditto line of products, which was included in the
Tecmar purchase. The Company recorded a $1.7 million pre-tax charge to cost of goods sold, recorded in the fourth quarter of fiscal year 2000, to write off the related Ditto
inventories.

In
June 2001, the Company sold its Travan-based WS30 and EDT40 tape drive designs (the "Designs"), which were based upon the design included in the Tecmar purchase, to Seagate
Removable Storage Solutions LLC, a Delaware limited liability company ("Seagate"), in exchange for future royalty payments based on the sales of certain tape drive products and related tape media
cartridges based on the Designs. In connection with this transaction, the Company has given to Seagate the option to acquire certain fixed assets and inventories required to manufacture products based
on the Designs, and Seagate has engaged the Company to perform certain services for Seagate with respect to the Designs.

F10

---

As a result of the sale of the Designs and the related exit of the entry-level tape drive business in June 2001, the Company recorded a pretax charge of $2,535,000, including:
$1,979,000 in inventory impairments; $205,000 of lease exit costs related to the Company's Longmont facility; $160,000 of severance costs; $142,000 in fixed asset impairments; and legal fees. All
accrued amounts are expected to be paid during calendar year 2002.

The
following supplemental pro forma financial information is presented for illustrative purposes only. The pro forma results for the Company's fiscal year ended June 30, 2000
present the results for the Company as if the Acquisition occurred on July 1, 1999. The pro forma results are not necessarily indicative of the results of the combined operations which actually
would have been reported had the Acquisition occurred as of the date, nor are they necessarily indicative of the Company's future financial results of operations.

Year ended
June 30,
2000(In thousands)

(unaudited)Net sales

$
138,088Net income


(4,484
)Diluted loss per share


(0.42
)


During the third quarter of fiscal year 2001, the Company sold certain rights and assets (including the product design together with all documentation, manufacturing rights,
tooling and inventory) of its automated SLR loader product to Tandberg Data for a purchase price of $1,135,000. As a result of this transaction, the Company recorded a pre-tax gain of
$810,000 within other income during the quarter. In connection with the sale, the Company also will receive a per unit royalty on the first 6,000 SLR loader units that are manufactured and sold by
Tandberg Data.

NOTE 3COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

|                                               |                         | June 30, |       
|---------------------------------------------- | ----------------------- | -------- | ------
|
|
|Inventories:                                   |                         |          |       
|                                               | Raw materials           |          | $     
|                                               | Work in process         |          |       
|                                               | Finished goods          |          |       
|                                               |                         |          |       
|                                               |                         | $        | 23,329
|                                               |                         |          |       
|Property and equipment:                        |                         |          |       
|                                               | Machinery and equipment |          | $     
|                                               | Computer equipment      |          |       
|                                               | Furniture and fixtures  |          |       
|                                               | Leasehold improvements  |          |       
|                                               |                         |          |       
|                                               |                         |          | 12,196
|Less accumulated depreciation and amortization |                         |          | (7,401
|                                               |                         |          |       
|                                               |                         | $        | 4,795 
|                                               |                         |          |       

Depreciation
expense was $1,915,000, $1,619,000 and $1,462,000 in fiscal years 2001, 2000 and 1999, respectively.

F11

---

NOTE 4LONG-TERM DEBT

The Company has a $5,000,000 unsecured revolving credit facility at June 30, 2001, as amended during fiscal year 2001 to extend the expiration date to
November 5, 2002 and to adjust certain financial covenants. Borrowings under the line may be in the form of working capital loans, which bear interest at the bank's prime rate, or banker's
acceptances ("BA") priced at the bank's BA rate plus 2.25%. The Company is required to maintain certain covenants and financial ratios, including working capital and net worth ratios. The Company is
in compliance with all financial covenants of the agreement. As of, and during the years ended June 30, 2001 and 2000, there were no borrowings outstanding under the credit line.

The
Company also had available at June 30, 2001 a $2,500,000 Standby Letter of Credit facility, which expires on November 5, 2002. Guarantees under the Standby Letter of
Credit facility are secured by all the personal property of the Company. At June 30, 2001, $1,500,000 was guaranteed under the Standby Letter of Credit facility.

F12

---

NOTE 5INCOME TAXES

The components of income before income tax provisions were as follows:

|         |  | Year ended June 30,
|-------- |  | -------------------
|
|
|Domestic |  | $                  
|Foreign  |  |                    
|         |  |                    
|         |  | $                  
|         |  |                    

The
provision for income taxes includes the following:

|          |         | Year ended June 30,
|--------- | ------- | -------------------
|
|
|Current:  |         |                    
|          | Federal |                    
|          | State   |                    
|          | Foreign |                    
|          |         |                    
|          |         |                    
|          |         |                    
|Deferred: |         |                    
|          | Federal |                    
|          | State   |                    
|          | Foreign |                    
|          |         |                    
|          |         |                    
|          |         |                    
|          |         | $                  
|          |         |                    

A
reconciliation of income taxes computed by applying the federal statutory income tax rate of 34% to income before income taxes to the total income tax provision reported in the
Consolidated Statement of Operations is as follows:

|                                           |  | Year ended June 30, |      
|------------------------------------------ |  | ------------------- | -----
|
|
|U.S. Federal income tax at statutory rate  |  | $                   | 1,366
|State income taxes, net of federal benefit |  |                     | 190  
|Foreign sales corporation benefit          |  |                     | (169 
|Permanent differences                      |  |                     | 39   
|Other                                      |  |                     | 96   
|                                           |  |                     |      
|Provision for income taxes                 |  | $                   | 1,522
|                                           |  |                     |      

F13

---

Deferred income taxes at June 30, 2001 and 2000 comprised:

|                          |                                           | Year ended June 30,          |      
|------------------------- | ----------------------------------------- | ---------------------------- | -----
|
|
|Deferred tax assets:      |                                           |                              |      
|                          | Inventory                                 |                              | $    
|                          | Warranty reserves                         |                              |      
|                          | State income taxes                        |                              |      
|                          | Barter credits                            |                              |      
|                          | Vacation and deferred compensation        |                              |      
|                          | Reserve for doubtful accounts and returns |                              |      
|                          | Other                                     |                              |      
|                          |                                           |                              |      
|                          |                                           | Gross deferred tax asset     |      
|                          |                                           |                              |      
|Deferred tax liabilities  |                                           |                              |      
|                          | Property and equipment depreciation       |                              |      
|                          | Other                                     |                              |      
|                          |                                           |                              |      
|                          |                                           | Gross deferred tax liability |      
|                          |                                           |                              |      
|Net deferred income taxes |                                           | $                            | 3,686
|                          |                                           |                              |      

NOTE 6STOCK OPTIONS

The Company has nine active stock option plans, administered by the Compensation Committee of the Board of Directors, which provide for the issuance of options
to employees, officers, directors and
consultants. Under the terms of the plans, 4,410,000 shares of Common Stock were authorized for issuance. The exercise price of a stock option is generally equal to the fair market value of the
Company's Common Stock on the date the option is granted. Three of the plans permit options granted to qualify as "Incentive Stock Options" under the Internal Revenue Code. Certain options issued
under selected plans call for 100% vesting of outstanding options upon a change of control of the Company. Options granted in the last fiscal year 2001 generally vest over a three-year
period, with monthly vesting from the date of grant. Options granted in prior years generally vested at a rate of 25 percent per year over a four-year period from the date of grant.
Options expire after a period not to exceed ten years, except in the event of termination, whereupon vested shares must be exercised generally within 30 days, or upon death or disability, where
an extended six or twelve-month exercise period is specified.

F14

---

Option activity for the three years ended June 30, 2001 is summarized as follows:

|                                     |                   | Shares    |           | Weighted-Average
Exercise Price
|------------------------------------ | ----------------- | --------- | --------- | -------------------------------
|Options outstanding at June 30, 1998 |                   | 1,105,729 |           | $4.09                          
|                                     | Options granted   |           | 525,500   |                                
|                                     | Options exercised |           | (55,975   | )                              
|                                     | Options canceled  |           | (95,625   | )                              
|                                     |                   |           |           |                                
|Options outstanding at June 30, 1999 |                   | 1,479,629 |           | $4.73                          
|                                     | Options granted   |           | 720,500   |                                
|                                     | Options exercised |           | (186,771  | )                              
|                                     | Options canceled  |           | (128,000  | )                              
|                                     |                   |           |           |                                
|Options outstanding at June 30, 2000 |                   | 1,885,358 |           | $6.05                          
|                                     | Options granted   |           | 1,459,050 |                                
|                                     | Options exercised |           | (170,789  | )                              
|                                     | Options canceled  |           | (399,898  | )                              
|                                     |                   |           |           |                                
|Options outstanding at June 30, 2001 |                   | 2,773,721 |           | $7.40                          
|                                     |                   |           |           |                                

The
following table summarizes all options outstanding and exercisable by price range as of June 30, 2001:

|        |  |   |  |       |  | Options Outstanding |  | Options Exercisable
|------- |  | - |  | ----- |  | ------------------- |  | -------------------
|
|$  0.20 |  |  |  | 3.34  |  | 191,275             |  | 3.7                
|3.35    |  |  |  | 8.34  |  | 1,306,001           |  | 7.1                
|8.35    |  |  |  | 10.01 |  | 1,193,445           |  | 8.8                
|$10.02  |  |  |  | 16.69 |  | 83,000              |  | 7.6                
|        |  |   |  |       |  |                     |  |                    
|$  0.20 |  |  |  | 16.69 |  | 2,773,721           |  | 7.6                
|        |  |   |  |       |  |                     |  |                    

Shares
available for future grant were 303,430, 245,250 and 837,750 at June 30, 2001, 2000 and 1999, respectively.

F15

---

1996 Employee Stock Purchase Plan

In February 1997, the Company adopted the 1996 Employee Stock Purchase Plan (the "ESPP") whereby 250,000 shares of Common Stock were reserved for
issuance and purchase by employees of the Company to assist them in acquiring a stock ownership interest in the Company and to encourage them to remain employees of the Company. In
November 1998, the shareholders approved an amendment to increase the total number of shares of Common Stock from 250,000 to 500,000 shares. The ESPP is intended to qualify under
Section 423 of the Internal Revenue Code and permits eligible employees to purchase Common Stock at a discount through payroll deductions during specified six-month offering
periods. No employee may purchase more than $25,000 worth of stock in any calendar year or 1,500 shares in any one offering period. The ESPP is administered by an Administrative Committee appointed by
the Board of Directors and provides generally that the purchase price must not be less than 85% of the fair market value of the Common Stock on the first or last day of the offering period, whichever
is lower. During fiscal year 2001, a total of 71,634 shares were issued for combined proceeds of $601,000.

Pro Forma Information

The Company accounts for employee stock-based compensation using the intrinsic value method. In most cases, no compensation expense has been recognized for its
employee stock option grants, as they have been granted at the fair market value of the underlying Common Stock at the date of grant. No compensation expense has been recognized for purchase rights
under the ESPP as they have been granted in accordance with the terms of the ESPP. Had compensation expense for the Company's employee stock-based compensation awards issued during 2001, 2000 and 1999
been determined based on a fair value method, the Company's net income and net income per share would have been reduced to the pro forma amounts indicated below:

Year Ended June 30,2001

2001

1999(in thousands, except per share amounts)Net income:As reported

$
2,494

$
2,067

$
3,982Pro forma


974


1,410


3,248Diluted net income per share:As reported

$
.23

$
.19

$
.37Pro forma


.09


.13


.30


The
fair value of each option grant is estimated on the date of grant using a Black-Scholes option-pricing model. The weighted-average estimated fair value of employee
stock options granted during fiscal years 2001, 2000 and 1999 were $1.62, $1.29 and $2.07 per share, respectively. The weighted average assumptions used for grants during the fiscal years 2001, 2000
and 1999 were: no dividend yield for all years, risk-free interest rates of 5.5%, 6.4% and 5.2%, respectively, expected volatility of 81%, 80% and 60%, respectively, and expected lives of
7.0 years for all fiscal years.

F16

---

The fair value of each share purchase right under the ESPP is estimated at the inception of each offering period also using a Black-Scholes option-pricing model. The weighted-average
estimated fair value of each share purchase right granted during fiscal years 2001, 2000 and 1999 were $4.32, $3.39 and $1.86 per share, respectively. The weighted average assumptions used during
fiscal years 2001, 2000 and 1999 were: no dividend yield for all years, risk-free interest rates of 5.5%, 6.4% and 5.2%, respectively, expected volatility of 94%, 118% and 60%,
respectively, and an expected life of 6 months for all fiscal years.

NOTE 7  401(k) PLAN

In January 1994, the Company adopted an employee savings and retirement plan (the "401(k) Plan") covering all of the Company's employees. The 401(k)
Plan permits but does not require matching contributions by the Company on behalf of all participants. In January 1998, the Company began matching employee contributions at 50%, and in
July 2000 increased the matching contribution to 75%, for up to 6% of an employee's pretax income. The totals of these employer contributions were $562,000, $290,000 and $252,000 in fiscal
years 2001, 2000 and 1999, respectively.

NOTE 8COMMITMENTS AND CONTINGENCIES

Commitments

The Company leases its office, production and sales facilities under non-cancelable operating leases, which expire in various years through fiscal
year 2015. The leases provide for annual rent escalations intended to approximate increases in cost of living indices, and certain of the leases provide for rent abatement. At June 30, 2001,
future minimum lease payments under these arrangements are as follows:

Year Ending
June 30,

Minimum Lease
Payments(in thousands)2002

$1,3732003

5052004

4052005

4102006

313Thereafter

2,087$5,093


During
fiscal year 2001, the Company entered into an operating lease agreement for a new 158,000 square foot headquarter facility to be constructed in San Diego, California. The lease
commences upon the Company's occupancy of the building, scheduled for February 2002. The lease is for a period of twelve years and can be renewed for one additional five-year
period. The Company can terminate the lease for failure by the landlord to meet certain construction dates. As security for the lease, the Company has issued to the landlord a $1,500,000 letter of
credit which is subject to reduction upon the maintenance of certain financial covenants and the passage of time. Monthly lease payments under this agreement are contingent upon actual costs incurred
to build the facility. As the building is currently under construction, the actual costs to build the facility and the resulting payment amounts have yet to be determined. Therefore, future minimum
lease payments under this agreement have been excluded from the above schedule.

Rental
expense is recognized ratably over the respective lease terms and aggregated $1,780,000, $1,072,000 and $983,000 for fiscal years 2001, 1999 and 1998, respectively.

F17

---

Contingencies

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any
ultimate liability with respect to these actions will not materially affect the Company's consolidated financial statements or results of operations.

F18

---



NOTE 9SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table presents selected quarterly financial information for the periods indicated. This information has been derived from the Company's unaudited
quarterly consolidated financial statements, which in the opinion of management includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such
information. The quarterly per share data presented below was calculated separately and may not sum to the annual figures presented in item 14 of this report. These operating results are also not
necessarily indicative of results for any future period.

|                                  |         | Quarters Ended |       
|--------------------------------- | ------- | -------------- | ------
|
|
|
|Net sales                         |         | $              | 22,845
|Gross profit                      |         |                | 6,242 
|(Loss) income from operations     |         |                | (107  
|Income (loss) before income taxes |         |                | 64    
|Net income (loss)                 |         |                | 39    
|Net income (loss) per share:      |         |                |       
|                                  | Basic   |                | $     
|                                  | Diluted |                |       

F18

---

OVERLAND DATA, INC.  SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS  FISCAL YEARS ENDED JUNE 30, 2001, 2000 and 1999

|                                           |  | Balance at Beginning
of Year |       | Additions
Charged to
Income |   | Deductions* |  | Deductions
Credited to
Income |       | Balance at
End of Year
|------------------------------------------ |  | ---------------------------- | ----- | --------------------------- | - | ----------- |  | ----------------------------- | ----- | ----------------------
|Allowance for Doubtful Accounts Receivable |  |                              |       |                             |   |             |  |                               |       |                       
|2001                                       |  | $                            | 389   |                             | $ | 277         |  | $                             | 63    |                       
|2000                                       |  |                              | 885   |                             |   | 43          |  |                               | 49    |                       
|1999                                       |  |                              | 922   |                             |   | 7           |  |                               | 44    |                       
|Reserve for Inventory Obsolescence         |  |                              |       |                             |   |             |  |                               |       |                       
|2001                                       |  | $                            | 2,693 |                             | $ | 2,996       |  | $                             | 1,494 |                       
|2000                                       |  |                              | 1,175 |                             |   | 2,674       |  |                               | 1,156 |                       
|1999                                       |  |                              | 1,848 |                             |   | 315         |  |                               | 988   |                       

---

S1

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EXHIBIT INDEX

|3.1   |   | Registrant's Amended and Restated Articles of Incorporation. (1)                                                                                                   
|----- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   |   | Registrant's Bylaws. (9)                                                                                                                                           
|4.1   |   | Specimen stock certificate. (1)                                                                                                                                    
|4.2   |   | Investors' Rights Agreement dated May 21, 1993 by and between Overland Data, Inc. and the parties named therein. (1)                                               
|10.1  |   | Standard Industrial LeaseMulti-Tenant dated May 26, 1993 by and between Overland Data, Inc. and Mitsui/SBD America Fund 87-1. (1)                                 
|10.2  |   | Build-to-Suit Single Tenant Lease dated October 12, 2000 by and between Overland Data, Inc. and LBA-VIF One, LLC. (8)                                              
|10.3  |   | First Amendment to Lease dated January 18, 2001 by and between Overland Data, Inc. and LBA Overland, LLC, as successor-in-interest to LBA-VIF One, LLC.            
|10.4  |   | Second Amendment to Lease dated March 8, 2001 by and between Overland Data, Inc. and LBA Overland, LLC.                                                            
|10.5  |   | Credit Agreement dated November 9, 1999 by and between Overland Data and Imperial Bank. (2) +                                                                      
|10.6  |   | First Amendment to Credit Agreement dated November 15, 2000 by and between Overland Data, Inc. and Imperial Bank.                                                  
|10.7  |   | Production Procurement Agreement #RMSS-ODI-96-01-0 dated October 25, 1996 by and between Overland Data, Inc. and International Business Machines Corporation. (1) +
|10.8  |   | Design Purchase and Services Agreement dated June 15, 2001 by and between Overland Data, Inc. and Seagate Removable Storage Solutions LLC. (10) +                  
|10.9  |   | Supply Agreement dated June 15, 2001 by and between Overland Data, Inc. and Seagate Removable Storage Solutions LLC. (10) +                                        
|10.10 |   | VR2 Technology License Agreement dated April 27, 2000 by and between Overland Data, Inc. and Storage Technology Corp. (5) +                                        
|10.11 |   | Corporate Purchase Agreement dated June 7, 2000 by and between Overland Data, Inc. and Compaq Computer Corporation and its Affiliates. (6) +                       
|10.12 | * | Form of Indemnification Agreement entered into by and between Overland Data, Inc. and each of its directors and officers. (1)                                      
|10.13 | * | Form of Retention Agreement entered into by and between Overland Data, Inc. and each of its executive officers.                                                    
|10.14 | * | Employment Agreement dated March 12, 2001 by and between Overland Data, Inc. and Christopher Calisi. (9)                                                           
|10.15 | * | Employment Agreement dated December 4, 2000 by and between Overland Data, Inc. and Vernon A. LoForti. (8)                                                          
|10.16 | * | Employment Agreement dated January 1, 2001 by and between Overland Data, Inc. and Robert J. Scroop. (9)                                                            
|10.17 | * | Employment Agreement dated January 1, 2001 by and between Overland Data, Inc. and Michael Gawarecki. (9)                                                           
|10.18 | * | Employment Agreement dated April 2, 2001 by and between Overland Data, Inc. and Chet Baffa.                                                                        

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|10.19 | * | Employment Agreement dated January 1, 2001 by and between Overland Data, Inc. and Scott McClendon. (9)                     
|----- | - | ---------------------------------------------------------------------------------------------------------------------------
|10.20 | * | Second Amendment to 1995 Stock Option Plan. (4)                                                                            
|10.21 | * | Form of Stock Option Agreement for options granted under the 1995 Stock Option Plan.                                       
|10.22 | * | First Amendment to 1997 Executive Stock Option Plan. (4)                                                                   
|10.23 | * | Form of Stock Option Agreement for options granted under the 1997 Executive Stock Option Plan.                             
|10.24 | * | 2000 Stock Option Plan. (7)                                                                                                
|10.25 | * | Form of Notice of Stock Option Award and Stock Option Award Agreement for options granted under 2000 Stock Option Plan. (9)
|10.26 | * | First Amendment to 1996 Employee Stock Purchase Plan. (4)                                                                  
|21.1  |   | Subsidiaries of the Registrant.                                                                                            
|23.1  |   | Consent of PricewaterhouseCoopers LLP, Independent Accountants.                                                            
|24.1  |   | Power of Attorney (included on signature page).                                                                            

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