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

                                 AMENDMENT NO. 1
                                       TO
                                    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 March 31, 2000 or

/ /     Transition Report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the transition period from _________________ to
        ________________________.


Commission file number:    0-27266
                         ---------

                           WESTELL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
                  DELAWARE                                     36-3154957
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                        Identification No.)

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

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

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

Securities registered pursuant to Section 12(g) of the Act:

                      CLASS A COMMON STOCK, $.01 PAR VALUE
                      ------------------------------------
                                (Title of Class)

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   No / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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  registrant  estimates that the aggregate  market value of the  registrant's
Class A  Common  Stock  (including  Class B  Common  Stock  which  automatically
converts  into  Class A  Common  Stock  upon a  transfer  of such  stock  except
transfers to certain permitted  transferees) held by non-affiliates  (within the
meaning of the term  under the  applicable  regulations  of the  Securities  and
Exchange  Commission)  on June 21, 2000 (based upon an estimate  that 67% of the
shares are so owned by  non-affiliates  and upon the  average of the closing bid
and asked prices for the Class A Common Stock on the NASDAQ  National  Market on
that date) was approximately  $595,919,287.  Determination of stock ownership by
non-affiliates was made solely for the purpose of responding to this requirement
and registrant is not bound by this determination for any other purpose.

As of June 21, 2000,  41,495,382 shares of the registrant's Class A Common Stock
were  outstanding  and 19,051,369  shares of  registrant's  Class B Common Stock
(which automatically  converts into Class A Common Stock upon a transfer of such
stock except transfers to certain permitted transferees) were outstanding.



<PAGE>


PART I  EXECUTIVE OFFICERS OR THE REGISTRANT


         The  following  sets  forth  certain  information  with  respect to the
current executive officers of the Company.


Name                                 Age   Position
---------------------------          ---   -------------------------------------


John W. Seazholtz..................  63    Chairman of the Board of Directors
Marc J. Zionts ....................  38    Chief Executive Officer
J. W. Nelson.......................  48    President and Chief Operating Officer
Nicholas C. Hindman, Sr............  49    Treasurer, Secretary, Vice  President
                                           and Chief Financial Officer
William J. Noll....................  58    Senior   Vice   President  of Product
                                           Development   and   Chief  Technology
                                           Officer
Marcus H. Hafner, Sr. .............  43    Executive   Vice  President  Business
                                           Development and Corporate Strategy
Steven R. Snow.....................  53    Senior   Vice  President  of   Sales,
                                           Strategic   Marketing   and  Customer
                                           Satisfaction
Richard P. Riviere.................  45    Senior Vice  President of Transaction
                                           Services  and   President  and  Chief
                                           Executive Officer - Conference  Plus,
                                           Inc.
Melvin J. Simon....................  55    Assistant    Secretary,     Assistant
                                           Treasurer and Director

         Marc J.  Zionts has served as Chief  Executive  Officer of the  Company
since January 1, 2000 and Chief Executive  Officer of the Company's wholly owned
subsidiary  Westell,  Inc. since December 1997. Mr. Zionts also served as Senior
Vice President of DSL System Sales of Westell,  Inc. from March 1997 to December
1997.  Mr. Zionts joined the Company in April 1996 as Vice President and General
Manager of DSL Sales and  Marketing in the United  States.  Prior to joining the
Company,  Mr. Zionts was a founder and Executive  Vice  President of Communicate
Direct, Inc., a systems integrator and developer of imaging  technologies,  from
August 1987 to April 1996.  Prior to August 1987,  Mr.  Zionts held a variety of
marketing and sales positions with GTE.

         J. William Nelson has served as President and Chief  Operating  Officer
of the Company since January 1, 2000 and President of the Company's wholly owned
subsidiary  Westell,  Inc.  since  March  1997  and  assumed  the  role of Chief
Operating  Officer of Westell,  Inc. in December 1997. Mr. Nelson also serves as
Chairman  of the  Board of  Directors  of the  Company's  88%  owned  subsidiary
Conference  Plus,  Inc. Mr. Nelson served as President of U.S.  Operations  from
April 1996 to March 1997 and as  Executive  Vice  President  and Chief  Customer
Satisfaction  Officer of Westell,  Inc. from July 1993 to March 1997. Mr. Nelson
also has served as Senior Vice President and Chief Customer Satisfaction Officer
of the Company  from May 1991 to June 1993.  Prior to joining the  Company,  Mr.
Nelson  held a variety of  management  positions,  including  Director  of Large
Account Sales and Director of Customer Service, at MCI Communications, Inc. from
April 1986 to May 1991.

         Nicholas  C.  Hindman,  Sr. has served as  Treasurer,  Secretary,  Vice
President and Chief Financial Officer since March, 2000 and as acting Treasurer,
Secretary,  Vice President and Chief Financial  Officer of the Company since May
1999.  From October 1997 to April 1999, Mr. Hindman served as General Manager of
MFI  Holdings,  LLC, a  manufacturer  of consumer  products.  From 1992  through
September   1997,  Mr.  Hindman   operated  an  auditing  and  consulting   firm
specializing in initial public  offerings,  private  placement of securities and
business turnarounds.

         William J. Noll has served as Senior Vice  President  of  Research  and
Development and Chief Technology Officer of Westell,  Inc. since May 1997. Prior
to joining the  Company,  Mr.  Noll was Vice  President  and General  Manager of
Residential  Broadband at Northern  Telecom  from October 1995 to May


<PAGE>

1997.  Mr. Noll held other various Vice  President and Assistant  Vice President
positions  at  Northern  Telecom  from June 1988 to October  1996,  and was Vice
President  Network Systems at Bell Northern  Research from November 1986 to June
1988.

         Marcus H.  Hafner,  Sr.  has served as  Executive  Vice  President  for
Business  Development  and Corporate  Strategy of Westell,  Inc.  since December
1997.  Mr. Hafner served as Senior Vice President of Business  Development  from
April 1996 to December 1997 and as Business  Development  Vice  President of the
Company from May 1995 to March 1996.  Prior to joining the Company,  Mr.  Hafner
was President and Chief  Operating  Officer of On-Demand  Technologies,  Inc., a
broadband equipment network systems provider, from April 1992 to April 1995.

         Steven R. Snow has served as Senior Vice President of Sales,  Strategic
Marketing and Customer  Satisfaction of Westell,  Inc since March 2000. Mr. Snow
served in a similar capacity for the Company's wholly owned subsidiary Teltrend,
Inc.  from June 1999 to March  2000.  Prior to joining  Teltrend,  Mr.  Snow was
employed  for more than five years by Alcatel as a Regional  Vice  President  of
Sales and Customer Service.

         Richard P. Riviere has served as Vice President of Transaction Services
for the Company since July 1995 and as President,  Chief Executive Officer and a
Director of the Company's  88% owned  subsidiary  Conference  Plus,  Inc.  since
October 1988.


PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  following  table sets forth  certain  information  with respect to
current members of the Board of Directors.

<TABLE>

                                     DIRECTOR
NAME AND AGE                           SINCE            PRINCIPAL OCCUPATION AND OTHER INFORMATION
------------                           -----            ------------------------------------------

<S>                                    <C>              <C>
John W. Seazholtz (63)                 1997             John W.  Seazholtz  has served as  Director  of the  Company
                                                        since  December  1997  and was  elected  Chairman  in  April
                                                        2000.  Mr.  Seazholtz  was  President  and  Chief  Executive
                                                        Officer  of  Telesoft  America,  Inc.  from  May 1998 to May
                                                        2000  In  April  1998,  Mr.   Seazholtz   retired  as  Chief
                                                        Technology  Officer - Bell  Atlantic  where he served  since
                                                        June  1995.  Mr.   Seazholtz   previously   served  as  Vice
                                                        President   Technology  and  Information   Services  -  Bell
                                                        Atlantic  and  in  other  executive   capacities  with  Bell
                                                        Atlantic   beginning  in  1962.  Mr.   Seazholtz   currently
                                                        serves as a Director  for;  Odetics,  Inc.,  a  supplier  of
                                                        digital  data   management   products   for  the   security,
                                                        broadcast   and   computer   storage   markets,    and   for
                                                        ASC-Advanced  Switching   Communications,   an  ATM  network
                                                        equipment  developer  and  for  Mariner,  Inc a ATM  LAN CPE
                                                        developer.

Melvin J. Simon (55)                   1992             Melvin  J.  Simon  has  served as  Assistant  Secretary  and
                                                        Assistant  Treasurer  of the Company  since July 1995 and as
                                                        a Director of the Company  since  August  1992.  From August

<PAGE>

                                                        1992 to  July  1995,  Mr.  Simon  served  as  Secretary  and
                                                        Treasurer of the  Company.  A Certified  Public  Accountant,
                                                        Mr.  Simon  founded  and has served as  President  of Melvin
                                                        J.  Simon &  Associates,  Ltd.,  a public  accounting  firm,
                                                        since May  1980.  Mr.  Simon  serves  as a  Director  of the
                                                        Company's 88% owned subsidiary Conference Plus, Inc.

Paul A. Dwyer (66)                     1996             Paul A.  Dwyer  has  served  as a  Director  of the  Company
                                                        since  January  1996 and as a Director of Westell,  Inc.,  a
                                                        wholly  owned  subsidiary  of the  Company,  since  November
                                                        1995.  Mr.  Dwyer  served  as  Chief  Financial  Officer  of
                                                        Henry  Crown and  Company,  a private  investment  firm from
                                                        February  1981 to December  1999,  and  currently  serves as
                                                        Vice  President  --  Administration  of Longview  Management
                                                        Group, LLC, a registered  investment advisor,  since October
                                                        1998.

Robert C. Penny III (47)               1998             Robert  C.  Penny  III  has  served  as a  Director  of  the
                                                        Company  since  September  1998.  He has been  the  managing
                                                        partner  of  P.F.   Management  Co.,  a  private  investment
                                                        company, since May 1980.

Thomas A. Reynolds, III (48)           2000             Thomas A.  Reynolds  has served as  Director  of the Company
                                                        since   January  2000.  He  is  a  partner  with  Winston  &
                                                        Strawn, an international  law firm  headquartered in Chicago
                                                        and  currently  serves as a member of the Board of Directors
                                                        of  Smurfit  Stone  Container   Corporation  and  Georgetown
                                                        University  and  serves as a Trustee  of the Brain  Research
                                                        Foundation.

Howard L. Kirby, Jr. (64)              2000             Howard  L.  Kirby,  Jr.  has  served  as a  Director  of the
                                                        Company   since  March  2000.   Mr.   Kirby  served  as  the
                                                        President,  Chief  Executive  Officer  and as a Director  of
                                                        Teltrend,  Inc., a wholly owned  subsidiary  of the Company,
                                                        from January 1990 to March 2000.

Bernard F. Sergesketter (63)           2000             Bernard F.  Sergesketter  has  served as a  Director  of the
                                                        Company  since March 2000.  Mr.  Sergesketter  is  President
                                                        and Chief  Executive  Officer of  Sergesketter & Associates,
                                                        a   telecommunications   consulting  firm,  since  1994.  He
                                                        served  as a Vice  President  of AT&T from  January  1993 to
                                                        August   1994.   Mr.   Sergesketter   was  a   Director   of
                                                        Teltrend,  Inc, a wholly  owned  subsidiary  of the Company,
                                                        from  January  1996 to  March  2000 and  currently  serves a
                                                        Director  of  the  Illinois  Institute  of  Technology,  The
                                                        Mather Foundation and The Sigma Chi Foundation.



<PAGE>

Marc J. Zionts (38)                    2000             Marc J.  Zionts  has  served as a  Director  of the  Company
                                                        since  January  2000.  Mr.  Zionts  currently  serves as the
                                                        Chief  Executive  Officer  of the  Company  and  its  wholly
                                                        owned  subsidiary  Westell,   Inc..  Mr.  Zionts  served  as
                                                        Senior Vice  President of DSL System Sales of Westell,  Inc.
                                                        from March 1997 to  December  1997.  Mr.  Zionts  joined the
                                                        Company  in  April  1996  as  Vice   President  and  General
                                                        Manager of DSL Sales and  Marketing  in the  United  States.
                                                        Mr.  Zionts  also  serves  on the  board of S3  Networks,  a
                                                        private   company   focused   on   delivering   professional
                                                        services in the area of network  security,  scalability  and
                                                        survivability.


J.W. Nelson (48)                       2000             J.W.  Nelson has served as a Director of the  Company  since
                                                        January   2000.   Mr.   Nelson   currently   serves  as  the
                                                        President  of  the  Company  and  as  President   and  Chief
                                                        Operating  Officer of the Company's  wholly owned subsidiary
                                                        Westell,  Inc.  Mr.  Nelson  also  serves as Chairman of the
                                                        Board of Directors  of the  Company's  88% owned  subsidiary
                                                        Conference  Plus,  Inc.  Mr.  Nelson  served as President of
                                                        U.S.  Operations  of Westell,  Inc. from April 1996 to March
                                                        1997 and as  Executive  Vice  President  and Chief  Customer
                                                        Satisfaction  Officer  of  Westell,  Inc.  from July 1993 to
                                                        March 1997.

</TABLE>

For  information   concerning  Executive  Officers  see  the  Executive  Officer
information set forth in Part I above.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section  16(a) of the  Exchange  Act requires  that the  Company's  officers and
directors,  and  persons  who  own  more  than  ten  percent  of  the  Company's
outstanding  stock,  file reports of ownership and changes in ownership with the
Securities and Exchange Commission.  During fiscal 2000, to the knowledge of the
Company,  all Section  16(a) filing  requirements  applicable  to its  officers,
directors, and greater than ten percent beneficial owners were complied with.


EXECUTIVE COMPENSATION

         The following  table sets forth  information for the fiscal years ended
March 31, 1998, 1999 and 2000, with respect to all  compensation  paid or earned
for services  rendered to the Company by the Company's Chief Executive  Officers
and the Company's four other most highly compensated executive officers who were
serving as executive officers at March 31, 2000 (together,  the "Named Executive
Officers").

<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                                                                     LONG TERM
                                                ANNUAL COMPENSATION                COMPENSATION
                                                -------------------                ------------
                                                                  OTHER           SECURITIES
                                                                  ANNUAL          UNDERLYING          ALL OTHER
                                FISCAL   SALARY     BONUS    COMPENSATION (2)     OPTIONS (1)     COMPENSATION (3)
NAME AND PRINCIPAL POSITION      YEAR      ($)       ($)           ($)               (SHARES)            ($)
------------------------------- ------  --------  --------   -------------     -----------------  -----------------

<S>                               <C>    <C>        <C>            <C>              <C>                       <C>
Marc J. Zionts                    2000   244,038    298,080         -               500,000                   3,210
     Chief Executive Officer-     1999   233,654    298,080         -               290,000                   3,277
                                  1998   154,808    144,000         -               250,000                   1,834

Robert H. Gaynor(4)               2000   100,000          -         -               65,000                        -
  Chairman of the Board and       1999   100,000          -         -               100,000                       -
  Chief Executive Officer         1998    30,000          -         -               50,000                        -
                                                                                       -

J. William Nelson                 2000   244,038    298,080         -               195,000                   5,118
     President and Chief          1999   233,654    298,080         -               250,000                   7,624
     Operating Officer-           1998   180,385    144,000         -               210,000                   3,503

William  J. Noll                  2000   216,953    177,225       9,530              25,000                   3,127
        Senior Vice President of  1999   228,893    177,225         -               145,000                    4001
        Research & Development    1998   159,211     67,500         -                  -                          -
        and  Chief Technology
        Officer
Marcus H. Hafner, Sr.             2000   181,476    229,040         -                80,000                     255
         Executive Vice           1999   216,191    149,040         -               195,000                   2,492
President                         1998   140,419     72,000         -                  -                          -
         Business Development
         And Corporate Strategy
Richard P. Riviere                2000   172,000    150,831         -                  -                      4,889
        Vice President of         1999   150,000    103,894         -                12,000                   4,008
        Transaction Services      1998   140,000    103,894         -                12,000                   2,981
        Chief Executive Officer
        of Conference Plus,  Inc.


---------------------------
(1)      Stock  options  granted  during  fiscal 2000 were  non-qualified  stock
         options of Class A Common  Stock and were  issued  under the 1995 Stock
         Incentive Plan of the Company.
(2)      Represents reimbursed relocation expense and tax gross up.
(3)      Includes  matching  contributions  under  the  Company's  401(k) Profit
         Sharing Plan and life insurance  premiums,  for fiscal 2000 as follows:
         Mr. Zionts: $2,966 and $244, respectively; Mr. Nelson: $4,474 and $644,
         respectively;  Mr. Noll $2,047 and $1,080, respectively;  Mr. Hafner $0
         and $255, respectively; and Mr. Riviere $4,464 and $425, respectively.
(4)      Mr. Gaynor retired in April 2000.

</TABLE>

STOCK OPTION GRANTS IN LAST FISCAL YEAR AND FISCAL YEAR END VALUES

The following  tables set forth the number of stock  options  granted to each of
the Named Executive  Officers during fiscal 2000 and the stock option  exercises
and  exercisable  and  unexercisable  stock options held by the Named  Executive
Officers  as of March 31,  2000.  For  purposes of table  computations  the fair
market value at March 31, 2000 was equal to $31.5625 per share.

<PAGE>

<TABLE>

                      OPTION GRANTS IN THE LAST FISCAL YEAR
<CAPTION>




                                 INDIVIDUAL GRANTS
                                 -----------------
                            NUMBER OF      PERCENT OF                                   POTENTIAL REALIZABLE VALUE AT
                           SECURITIES    TOTAL OPTIONS                                  ASSUMED ANNUAL RATES OF
                           UNDERLYING      GRANTED TO     EXERCISE OR                   STOCK PRICE APPRECIATION
                             OPTIONS       EMPLOYEES      BASE PRICE    EXPIRATION      FOR OPTION TERM (3)
         NAME               GRANTED(#)   IN FISCAL YEAR(1)  ($/SH)(2)        DATE            5%($)        10%($)
---------------------     -------------  ----------------- -----------  -------------   -------------   ------------


<S>                         <C>                   <C>          <C>             <C>           <C>            <C>
Marc J. Zionts               100,000(3)           2.33%        $4.0000         4/06/09       $251,558       $637,497
                             200,000(4)           4.66%        $6.7656        10/19/09       $850,970     $2,156,525
                             200,000(5)           4.66%        $9.9375        12/08/09     $1,249,928     $3,167,563
Robert H Gaynor               65,000(2)(4)        1.52%        $4.000          4/06/09       $163,513       $414,373

J. W. Nelson                 100,000(4)           2.33%        $6.7656        10/19/09       $425,485     $1,078,262
                              95,000(3)           2.22%        $4.0000         4/06/09       $238,980       $605,622
William J. Noll               25,000(3)           0.58%        $4.0000         4/06/09        $62,889       $159,374
Marcus H. Hafner              80,000(3)           1.87%        $4.0000         4/06/09       $201,246       $509,998
Richard P. Riviere             --


(1)     Based  on  4,287,827  total options granted to employees,  including the
        Named Executive  Officers,  in fiscal
        2000.
(2)     The potential  realizable  value is calculated  based on the term of the
        option at its time of grant (ten years).  It is  calculated  by assuming
        the stock price on the date of grant appreciates at the indicated annual
        rate compounded  annually for the entire term of the option and that the
        option  is  exercised  and  sold on the  last  day of its  term  for the
        appreciate stock price.
(3)     These  options  vest in two equal annual  installments  beginning on the
        first anniversary of the option grant and have a ten year term.
(4)     These  options   vest   over  a  two-year  period  in  equal   quarterly
        installments and have a 10-year life.
(5)     These  options  are   performance  based  and vest in four equal  annual
        installments  beginning on the first
        anniversary of the option and have a ten-year life.

</TABLE>
<TABLE>

     OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<CAPTION>

                                                             NUMBER OF
                                                            SECURITIES
                                                            UNDERLYING
                                                            UNEXERCISED         VALUE OF UNEXERCISED
                                                         OPTIONS AT FISCAL    IN-THE-MONEY OPTIONS AT
                              SHARES          VALUE         YEAR END (#)        FISCAL YEAR END ($)
                            ACQUIRED ON     REALIZED       (EXERCISABLE/          (EXERCISABLE/
         NAME                EXERCISE #       ($)(1)       UNEXERCISABLE)         UNEXERCISABLE)(2)
---------------------     --------------   -------------  ------------------ ------------------------
<S>                             <C>            <C>       <C>                 <C>
Marc J. Zionts                   -              -        140,000 / 650,000   $3,541,286 / $15,849,015
Robert H. Gaynor                 -              -         42,362 / 122,638   $1,073,610 /  $3,252,323
J. William Nelson                -              -        114,250 / 330,750   $2,892,102 /  $8,541,950
William J. Noll                  -              -         63,000 / 107,000   $1,596,653 /  $2,767,245
Marcus H. Hafner, Sr.            -              -         92,500 / 182,500   $2,344,292 /  $4,802,743
Richard P. Riviere                                        12,000 /  12,000     $304,124 /    $304,124
-----------------------

(1)  Value is calculated by  subtracting  the exercise  price per share from the
     fair market  value at the time of exercise and  multiplying  this amount by
     the number of shares exercised pursuant to the stock option.
(2)  Value is  calculated  by  subtracting  the  exercise  price per share  from
     $31.5625,  the fair market value at March 31, 2000,  and  multiplying  such
     amount by the number of shares subject to the option.

</TABLE>

EXECUTIVE OFFICER AGREEMENTS

         In June 1998, the Company  entered into Severance  Agreements with each
Named Executive Officer and certain other executive officers of the Company (the
"Severance Agreements"). The Severance Agreements provide that in the event such
officer is terminated without Cause (as defined


<PAGE>

therein) or such  officer  resigns for Good  Reason (as  defined  therein),  the
Company shall pay to such officer  severance  payments  equal to such  officer's
salary and bonus for the fiscal year in which the  termination  occurs,  and the
Severance  Agreements  also provide for the payment of certain  amounts upon the
occurrence of certain events. The executive officers entering into the Severance
Agreements agreed not to compete with the Company for one year in the event that
their  termination  entitles  them to severance  payments and not to solicit any
Company employees for a period of one year after a termination of such officer's
employment with the Company.  The Company's severance payment obligations and an
officer's  right to this  additional  bonus shall  terminate upon such officer's
death, resignation without Good Reason, retirement or termination for Cause.

     Pursuant to an agreement  dated  September 13, 1988 between the Company and
Richard Riviere,  the Vice President of Transaction  Services of the Company and
President of Conference  Plus,  Inc., a subsidiary of the Company,  Mr.  Riviere
receives an annual base salary of not less than  $75,000  during his  employment
with the Company. This agreement also provides Mr. Riviere with a right of first
refusal with respect to the Company's  interest in Conference  Plus in the event
the Company  decides to sell such  interest.  In addition,  after his employment
with the Company  terminates,  Mr.  Riviere  has agreed not to compete  with the
Company for a period of two years.

DIRECTOR COMPENSATION

Directors who are not employees of the Company each receive $20,000 per year for
services  rendered as  directors,  except  Robert C. Penny III,  who received no
compensation.  In the fiscal year ended March 31, 2000, outside directors except
for Robert  Penny III and Thomas  Reynolds,  who became a member of the Board in
January 2000,  were granted  stock  options to purchase  65,000 shares that vest
annually  over two years.  In addition,  all  directors  may be  reimbursed  for
certain  expenses  incurred in connection with attendance at Board and committee
meetings.  In November 1995, Mr. Dwyer was granted an option to purchase  89,900
shares of Class A Common  Stock at an  exercise  price of $6.50 per  share.  Mr.
Dwyer's options vest at a rate of 1,872 shares per month  commencing  January 1,
1996. In addition,  Mr. Simon also receives $1,250 each quarter for his services
as a director of Conference Plus, Inc., a subsidiary of the Company.  Other than
with respect to  reimbursement  of expenses  and the granting of stock  options,
directors  who  are   employees  of  the  Company  do  not  receive   additional
compensation for service as directors.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The  Compensation  Committee  is  currently  composed of Messrs.  Dwyer
(Chair), Penny and Simon, the Assistant Secretary and Assistant Treasurer of the
Company.  No  interlocking  relationship  exists between the Company's  Board of
Directors or  Compensation  Committee and the board of directors or compensation
committee  of any  other  company,  nor has any such  interlocking  relationship
existed in the past.

         Since 1984, Melvin J. Simon & Associates,  Ltd. has provided accounting
and other  financial  services to the  Company.  Mr.  Simon,  a director and the
Assistant Secretary and Assistant Treasurer of the Company and Co-Trustee of the
Voting  Trust,  is the sole  owner of Melvin J.  Simon &  Associates,  Ltd.  The
Company paid Melvin J. Simon & Associates,  Ltd. approximately $66,000,  $40,000
and $15,475 in fiscal 1998, 1999 and 2000,  respectively,  for its services. The
Company  believes that these services are provided on terms no less favorable to
the Company than could be obtained from unaffiliated parties.

         The  Company has  granted  Robert C. Penny III and Melvin J. Simon,  as
Trustees of the Voting Trust,  certain  registration  rights with respect to the
shares of Common Stock held in the Voting Trust.


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICAIL OWNERS AND MANAGEMENT

                        SECURITIES BENEFICIALLY OWNED BY
                      PRINCIPAL STOCKHOLDERS AND MANAGEMENT

         Set forth in the following  table are the beneficial  holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as of
June 30, 2000, of (i) each person  (including  any "group" as defined in Section
13(d)(3) of the Securities  Exchange Act of 1934 (the "Exchange  Act")) known by
the Company to own  beneficially  more than 5% of its outstanding  Common Stock,
(ii) directors,  (iii) each Named Executive Officer (as defined below), and (iv)
all directors and executive officers as a group. Except as otherwise  indicated,
the Company  believes  that the  beneficial  owners of the Common  Stock  listed
below,  based on information  provided by such owners,  have sole investment and
voting  power with respect to such shares,  subject to community  property  laws
where  applicable.  Under Rule 13d-3 of the Exchange  Act,  persons who have the
power to vote or dispose of Common Stock of the Company, either alone or jointly
with others, are deemed to be beneficial owners of such Common Stock.


<TABLE>

STOCKHOLDERS,                                                NUMBER OF              NUMBER OF         PERCENT OF
NAMED EXECUTIVE                                               CLASS A                CLASS B         TOTAL VOTING
OFFICERS AND DIRECTORS                                     SHARES (1)(2)             SHARES(2)          POWER(3)
----------------------                                  ------------------         -----------       -----------

<S>                                                            <C>                   <C>                 <C>
Robert C. Penny III.....................................              --             18,598,122  (4)     62.5%
Melvin J. Simon.........................................         70,766 (5)          19,051,368(4)(7)    64.1%
J. William Nelson.......................................        362,351                     --            *
Marc J. Zionts..........................................        231,769                     --            *
Robert H. Gaynor........................................        274,020                     --            *
William J. Noll.........................................         94,500                     --            *
Marcus H. Hafner, Sr....................................        151,000                     --            *
Paul A. Dwyer...........................................         87,066                     --            *
John W. Seazholtz.......................................         43,166                     --            *
Howard L. Kirby.........................................        424,215                     --            *
Bernard F. Sergesketter.................................         33,000                     --            *
Thomas A. Reynolds III..................................         92,200                     --            *
Richard P. Riviere......................................         14,400                     --            *
All directors and executive
 officers as a group (14 persons).......................      1,746,433 (5)         19,051, 368(4)(7)    65.1%

*  Less than 1%

(1)      Includes options to purchase shares that are exercisable within 60 days
         of June 30, 2000 as follows:  Mr. Simon:  59,166 shares;  ; Mr. Nelson:
         186,000 shares;  Mr. Zionts:  222,500 shares;  Mr. Noll: 94,500 shares;
         Mr. Hafner:  151,000 shares;  Mr., Dwyer: 83,066 shares; Mr. Seazholtz:
         43,166 shares; Mr. Kirby 283,800;  Mr Sergesketter  29,700; Mr. Riviere
         14,400 shares ; and all  directors  and officers as a group:  1,309,298
         shares.
(2)      Holders of Class B Common  Stock have four votes per share and  holders
         of Class A Common  Stock have one vote per share.  Class A Common Stock
         is freely transferable and Class B Common Stock is transferable only to
         certain  transferees but is convertible  into Class A Common Stock on a
         share-for-share basis.
(3)      Percentage of beneficial  ownership is  based on  41,495,382  shares of
         Class A Common  Stock and  19,051,369  shares  of Class B Common  Stock
         outstanding as of June 30, 2000.
(4)      Includes  18,598,122  shares  of  Class  B Common Stock held by Messrs.
         Penny and Simon, as Trustees pursuant to a Voting Trust Agreement dated
         February 23, 1994,  as amended  (the "Voting  Trust"),  among Robert C.
         Penny III and  Melvin J.  Simon,  as  trustees  (the  "Trustees"),  and
         certain members of the Penny family and the Simon family.  The Trustees
         have joint voting and  dispositive  power over all shares in the Voting
         Trust.  Messrs. Penny and Simon each disclaim beneficial ownership with
         respect  to all shares  held in the  Voting  Trust in which they do not
         have a pecuniary  interest.  The Voting Trust contains 5,776,059 shares
         held for the  benefit  of Mr.  Penny and  452,804  shares  held for the

<PAGE>

         benefit of Mr. Simon. The address for Messrs. Penny and Simon is Melvin
         J. Simon & Associates,  Ltd.,  4343 Commerce  Court,  Suite 114, Lisle,
         Illinois 60532.
(5)      Includes 4,800 shares held for the  benefit of Stacy L.  Simon , Melvin
         J. Simon's  daughter for which  Natalie  Simon,  Mr.  Simon's  wife, is
         custodian and has sole voting and dispositive  power, 4,800 shares held
         by Sheri A. Simon, Mr. Simon's daughter, and 2,000 shares held in trust
         for the benefit of Makayla G. Penny,  Mr.  Penny  III's  daughter,  for
         which Mr. Simon is trustee and has sole voting and  dispositive  power.
         Mr. Simon disclaims beneficial ownership of these shares.
(6)      Mr. Gaynor retired in April 2000.
(7)      Includes  98,480  shares  held for the  benefit  of Sheri A.  Simon and
         98,480 held in trust for Stacy L. Simon,  Melvin J.  Simon's  daughters
         for which  Natalie  Simon,  Mr.  Simon's  wife, is trustee and has sole
         voting and  dispositive  power.  Also includes  256,286  shares held in
         trust for the benefit of Makayla G. Penny,  Mr.  Penny III's  daughter,
         for which Mr.  Simon is trustee  and has sole  voting  and  dispositive
         power; Mr. Simon disclaims beneficial ownership of these shares.


</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS



Since 1984, Melvin J. Simon & Associates, Ltd. has provided accounting and other
financial  services to the Company.  Mr.  Simon,  a director  and the  Assistant
Secretary  and Assistant  Treasurer of the Company and  Co-Trustee of the Voting
Trust, is the sole owner of Melvin J. Simon & Associates,  Ltd. The Company paid
Melvin J. Simon & Associates, Ltd. approximately $66,000, $40,000 and $15,475 in
fiscal 1998, 1999 and 2000, respectively, for its services. The Company believes
that these  services are provided on terms no less favorable to the Company than
could be obtained from unaffiliated parties.

         The  Company has  granted  Robert C. Penny III and Melvin J. Simon,  as
Trustees of the Voting Trust,  certain  registration  rights with respect to the
shares of Common Stock held in the Voting Trust.




<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange  Act of 1934,  the  registrant  has duly caused this  amendment  to its
report on Form 10-K to be signed  on its  behalf by the  undersigned,  thereunto
duly authorized on July 30, 2000.




                                                WESTELL TECHNOLOGIES, INC.


                                                /s/ Nicholas C. Hindman, Sr.
                                                -------------------------------
                                                Chief Financial Officer