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

                                 AMENDMENT NO. 2
                                       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, 2002 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  /x/   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.  / /

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, 2002 (based upon an estimate that 70% 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 $66,805,760. 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, 2002, 45,907,065 shares of the registrant's Class A Common Stock
were outstanding and 19,014,869 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>


EXPLANATION FOR AMENDMENT:

        The Annual Report on Form 10-K of Westell Technologies, Inc. (the "Form
10-K") for the fiscal year ended March 31, 2002 is being filed with the SEC to
include the items required to be disclosed under Part III of the Form 10-K.

        As originally filed, the Form 10-K incorporated the information required
by Part III by reference to the Company's proxy statement for its 2002 annual
meeting, as permitted by Instruction G(3). Because the proxy is not expected to
be filed with the SEC within 120 days of the end of Westell's fiscal year, Part
III of the Form 10-K is hereby being amended.

<PAGE>


PART I  EXECUTIVE OFFICERS OF THE REGISTRANT


         The following sets forth certain information with respect to the
current executive officers of the Company. Please refer to the information
contained below under Part III, Item 10 for biographical information of
executive officers who are also directors of the Company.

Name                         Age    Position
---------------------------  ---    --------------------------------------------
John W. Seazholtz..........  66     Chairman of the Board of Directors
E. Van Cullens.............  56     President and Chief Executive Officer
Nicholas C. Hindman, Sr....  51     Treasurer, Secretary, Senior Vice President
                                      and Chief Financial Officer
William J. Noll............  60     Senior Vice President of Product Development
                                      and Chief Technology Officer
John C. Clark..............  54     Senior Vice President of Operations
Richard P. Riviere.........  48     Senior Vice President of Transaction
                                      Services and President and Chief
                                      Executive Officer - Conference Plus, Inc.
Melvin J. Simon............  57     Assistant Secretary, Assistant Treasurer and
                                      Director

         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 from May
1999 to February 2000. 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.

         John C. Clark has served as Senior Vice President of Operations since
April 2001. Prior to joining the Company, Mr. Clark was Vice President of
Manufacturing from September 1998 to October 2000 with 3COM. Mr. Clark was
Director of Material Management at US Robotics/3COM from January 1996 to
September 1998. From 1994 to 1996, Mr. Clark served as Area Vice President of
Operations for Caremark. He also served as Director of Materials Management for
Caremark from 1991 to 1996.

         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 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.

         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.


<PAGE>

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.

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

John W. Seazholtz (66)            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 (57)              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 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 (68)                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

<PAGE>

                                            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 (49)          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 (51)      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.

Bernard F. Sergesketter (66)      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.

E. Van Cullens (56)               2001      E. Van Cullens has served as
                                            President, Chief Executive Officer
                                            and Director of the Company since
                                            July 2001. Prior to joining the
                                            Company, Mr. Cullens operated
                                            Cullens Enterprises, LLC, a
                                            management consulting firm focused
                                            in telecommunications, from June
                                            2000 through June 2001. From June
                                            1999 to May 2000, Mr. Cullens served
                                            as President and Chief Operating
                                            Officer of Harris Corporation and
                                            served as President, Communications
                                            Sector from May 1997 to June 1999.
                                            Mr. Cullens served in various
                                            executive capacities with Siemens A.

<PAGE>

                                            G. and affiliated companies from
                                            January 1991 to April 1997.

Roger L. Plummer (60)             2001      Roger L. Plummer has served as a
                                            Director of the Company since
                                            September, 2001. Mr. Plumber
                                            currently serves as the Managing
                                            Director of the International
                                            Engineering Consortium. Mr. Plummer
                                            also serves as a consultant to
                                            various communication technology
                                            companies on corporate organization
                                            and culture. Mr. Plummer previously
                                            served in various executive
                                            capacities at Ameritech and its
                                            predecessor, Illinois Bell,
                                            including President of the Ameritech
                                            Custom Business Services unit, and
                                            in various executive capacities at
                                            AT&T. Mr. Plummer serves as a Board
                                            member of: University of Illinois,
                                            DePaul University, Chicago public
                                            television Channel 11, Rush Hospital
                                            Neurobehavioral Center and the
                                            Chicago Symphony Orchestra.


<PAGE>



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 2002, to the knowledge of the Company,
all of these reporting persons have complied with the Section 16(a) filing
requirements.

ITEM 11.   EXECUTIVE COMPENSATION

The following table sets forth information for the fiscal years ended March 31,
2000, 2001 and 2002, with respect to all compensation paid or earned for
services rendered to the Company by persons who served as the Company's Chief
Executive Officers during fiscal 2002 and the Company's four other most highly
compensated executive officers who were serving as executive officers at March
31, 2002 (together, the "Named Executive Officers").

<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

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

<S>                                  <C>        <C>        <C>         <C>               <C>                      <C>
E.Van Cullens                        2002       344,898    200,000     217,182(2)        1,876,926                -
   President and Chief               2001             -          -          -                    -                -
Executive Officer                    2000             -          -          -                    -                -


J. William Nelson(4)                 2002       311,233    123,702          -              181,007            3,500
   Former Chief Executive Officer    2001       259,519    336,800          -              100,000            5,118
                                     2000       244,038    298,080          -              195,000            7,624


John C. Clark                        2002       234,519      2,500          -              122,632                -
   Senior Vice President             2001             -          -          -                    -                -
of                Operations         2000             -          -          -                    -                -

Nicholas C. Hindman, Sr.             2002       200,000     18,000          -              117,883               -
   Treasurer, Secretary, Senior      2001       200,000     39,200          -                    -               -
   Vice President and Chief          2000       176,854     10,000          -               75,000               -
   Financial Officer

William J. Noll                      2002       222,000    143,600          -                                     -
   Senior Vice President of          2001       184,711    186,500          -              135,402            2,302
   Research & Development and        2000       216,953    177,225      9,530(2)            85,750            3,127

<PAGE>

   Chief Technology Officer                                                                 25,000

Richard P. Riviere                   2002      208,000     127,772          -                 -                  -
   Vice President of Transaction     2001      196,712     120,442          -                 -                   -
   Services Chief Executive          2000      172,000     150,831          -                 -               4,889
   Officer of Conference Plus,
   Inc.

------------------
(1)  Stock options granted during fiscal 2002 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)  Represents matching contributions under the Company's 401(k) Profit Sharing
     Plan for fiscal 2002.
(4)  Mr. Nelson resigned from the Company effective July 2001 to pursue other
     business interests.  Compensation includes severance.

</TABLE>

<PAGE>



         The following tables set forth the number of stock options granted to
each of the Named Executive Officers during fiscal 2002, the stock option
exercises and the exercisable and unexercisable stock options held by the Named
Executive Officers as of March 31, 2002. For purposes of table computations, the
fair market value of the Company's Class A Common Stock at March 31, 2002 was
equal to $1.54 per share, the closing sale price on the Nasdaq National Market
on March 31, 2002.

<TABLE>

                      OPTION GRANTS IN THE LAST FISCAL YEAR
<CAPTION>

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

<S>                                  <C>                  <C>            <C>      <C>          <C>          <C>
E. Van Cullens                      1,000,000(3)          17.46%         1.950    06/28/11     1,226,345    3,107,798
                                      400,000(6)           6.98%         1.950    06/28/11       490,538    1,243,119
                                      400,000(6)           6.98%         1.950    06/28/11       490,538    1,243,119
                                       76,923(6)           1.34%         1.950    06/28/11        94,334      239,061
J. W. Nelson                          100,000(5)           1.75%         1.120    04/10/11        70,736      178,499
                                       81,007(6)           1.41%         2.185    05/30/11       111,315      285,093
Nicholas C. Hindman                    75,000(5)           1.31%         2.120    04/10/11        99,994      253,405
                                       20,000(4)            .35%         1.135    09/19/11        14,276       36,178
                                       22,883(6)            .40%         2.185    05/30/11        31,444       79,686
William J. Noll                        75,000(5)           1.31%         2.120    04/10/11        99,994      253,405
                                       38,902(6)            .68%         2.185    05/30/11        53,457      135,469
                                       20,000(4)            .35%         1.135    09/19/11        14,276       36,178
                                        1,500(6)            .03%         1.770    03/14/12         1,670        4,231
John C. Clark                          50,000(4)            .87%         2.110    04/16/11        66,348      168,140
                                       52,632(6)            .92%         2.185    05/30/11        72,323      183,282
                                       20,000(4)            .35%         1.135    09/19/11        14,276       36,178
Richard P. Riviere                            --              --            --          --            --           --

------------------
(1)  Based on 5,726,973 total options granted to employees, including the Named
     Executive Officers, in fiscal 2002.
(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 appreciated stock price.
(3)  These options vest over a four-year period with 25% vesting per year and
     have a 10-year life subject to earlier termination upon the occurrence of
     certain events related to termination of employment.
(4)  These options vest over a five-year period with 20% vesting per year and
     have a 10-year life subject to earlier termination upon the occurrence of
     certain events related to termination of employment.
(5)  These options vest over a five-year period with 5% vesting per quarter and
     have a 10-year life subject to earlier termination upon the occurrence of
     certain events related to termination of employment.
(6)  These options are performance-based and vest in full at the earlier of
     achievement of certain performance goals or eight years after grant date.
     The options have a ten-year life subject to earlier termination upon the
     occurrence of certain events related to termination of employment.

</TABLE>

<TABLE>

                   OPTION EXERCISES AND FISCAL YEAR-END VALUES
<CAPTION>

                                                                  NUMBER OF SECURITIES
                                                                 UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED
                                   SHARES          VALUE       OPTIONS AT FISCAL YEAR END   IN-THE-MONEY OPTIONS AT
                                ACQUIRED ON       REALIZED                 (#)                FISCAL YEAR END ($)    E)
NAME                            EXERCISE (#)       ($)(1)      (EXERCISABLE/UNEXERCISABLE)  (EXERCISABLE/UNEXERCISABL
----                            ------------       ------      ---------------------------  -------------------------

<S>                                <C>             <C>                 <C>                          <C>
E. Van Cullens                       -               -                 0/1,876,926                     -
John C. Clark                        -               -                  0/122,632                   -/8,100
J. William Nelson                  5,000           1,400                    -                          -
William J. Noll                      -               -               187,750/201,402                -/8,100
Nicholas C. Hindman                     -                -           47,250/136,633                 -/8,100
Richard P. Riviere                   -               -                21,600/2,400                     -

<PAGE>

------------------
(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
     $1.54, the fair market value of the Class A Common Stock at March 31, 2002,
     and multiplying such amount by the number of shares subject to the option.

</TABLE>


EXECUTIVE OFFICER AGREEMENTS

          The Company has severance agreements with certain Named Executive
Officers of the Company. The severance agreements provide that in the event such
officer is terminated without Cause (as defined 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. Payments are being made
pursuant to these agreements for Mr. Nelson.

     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, 2002, outside directors, except
for Robert C. Penny III and John W. Seazholtz were granted stock options to
purchase 25,000 shares that vest annually over four years. John Seazholtz was
granted stock options to purchase 35,000 shares that vest annually over four
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 as

<PAGE>

described in this paragraph, 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, Seazholtz 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 $15,475, $18,236
and $36,845 in fiscal 2000, 2001 and 2002, 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.

         In June 2001, trusts for the benefit of Robert C. Penny III, a director
of the Company, and other Penny family members, entered into a guaranty of $10
million of the Company's obligations under its revolving credit facility. In
consideration of the guarantee, the Company has granted those trusts warrants to
purchase 512,820 shares of Class A Common Stock for a period of five years at an
exercise price of $1.95 per share (the fair market value on the date of grant)
and agreed to grant registration rights with respect to shares acquired upon
exercise.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial holdings (and the percentages of
outstanding shares represented by such beneficial holdings) as of July 23, 2002,
of (i) each person (including any "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934) known by the Company to own beneficially more
than 5% of either class of its outstanding Common Stock, (ii) each director,
(iii) each Named Executive Officer, 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

<PAGE>

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

<S>                                        <C>           <C>                   <C>               <C>            <C>
Robert C. Penny III...........              --           18,268,297(4)          --               96.1%          59.9%
Melvin J. Simon...............               180,500(5)  19,014,868(4)(6)        *              100.0%          62.4%
State of Wisconsin
  Investment Board(7).........             8,536,559            --             18.6%             --              6.9%
Becker Capital Management (8)              4,488,610            --              9.8%             --              3.4%
Tocqueville Asset Management (9)           2,487,400                            5.4%
Dimensional Fund Advisors Inc. (10)        2,361,880                            5.1%

E. Van Cullens................               352,192            --               *               --               *
John W. Seazholtz.............               134,500            --               *               --               *
J. William Nelson(11).........               375,851            --               *               --               *
Richard P. Riviere............                21,600           --                *               --               *
Nicholas C. Hindman, Sr.......               115,169            --               *               --               *
William J. Noll...............               290,662            --               *               --               *

John Clark....................                51,763            --               *               --               *
Paul A. Dwyer.................               172,400            --               *               --               *
Bernard F. Sergesketter.......                52,200            --               *               --               *
Thomas A. Reynolds III........               166,500            --               *               --               *
Roger L. Plummer..............                 --               --               *               --               *
All Directors and Executive
  Officers as a group
  (13 Persons)................             1,913,337     19,014,868             4.1%            100.0%          63.9%

------------------
*    Less than 1%

(1)  Includes options to purchase shares that are exercisable within 60 days of
     July 23, 2002 as follows: Mr. Cullens: 305,192; Mr. Simon: 139,000 shares;
     Mr. Nelson: 25,000 shares; Mr. Noll: 290,662 shares; Mr. Dwyer: 150,400
     shares; Mr. Seazholtz: 117,500 shares; Mr. Sergesketter: 52,200 shares; Mr.
     Reynolds: 26,500 shares; Mr. Riviere: 21,600 shares; Mr. Hindman: 105,169;
     Mr. John Clark: 51,763; and all directors and officers as a group:
     1,284,986 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 45,907,065 of Class A Common
     Stock and 19,014,869 shares of Class B Common Stock outstanding as of July
     23, 2002.
(4)  Includes 18,268,297 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 5,469,636 shares held for the benefit of Mr. Penny and
     437,804 shares held for the benefit of Mr. Simon. The address for Messrs.
     Penny and Simon is Melvin J. Simon & Associates, Ltd., 4343 Commerce Court,
     Suite 306, Lisle, Illinois 60532.
(5)  Includes 9,500 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, and 2,000 shares held in trust
     for the benefit of Makayla G. Penny, Mr. Penny's daughter, for which Mr.
     Simon is trustee and has sole voting and dispositive power; Mr. Simon
     disclaims beneficial ownership of these shares.
(6)  Includes 95,980 shares held in trust for the benefit of Sheri A. Simon and
     95,980 shares held in trust for Stacy L. Simon, Melvin J. Simon's
     daughters, for which Natalie Simon, Mr. Simon's wife, is custodian and has
     sole voting and dispositive power. Includes; 274,611 shares held in trust
     for the benefit of Makayla G. Penny, 140,000 shares held in trust for the
     benefit of EmmaLah Katelyn Penny, Mr. Penny's daughters, and 140,000 shares
     held in trust for the benefit of Robert Clinton Penny IV, Mr. Penny's son,

<PAGE>

     for which Mr. Simon is trustee and has sole voting and dispositive power.
     Mr. Simon disclaims beneficial ownership of these shares.
(7)  The address for this stockholder is P.O. Box 7842, Madison, Wisconsin 53707.
(8)  The Class A Common stock listed in the table are owned of record by clients
     of Becker Capital Management, Inc. In its capacity as an investment
     advisor, Becker Capital Management, Inc. may be deemed to beneficially own
     the shares listed in the table. The address for this stockholder is 1211 SW
     5th Avenue, Portland, Oregon 97204.
(9)  The Class A Common stock listed in the table are owned of record by clients
     of Becker Capital Management, Inc. In its capacity as an investment
     advisor, Tocqueville Asset Management L.P. may be deemed to beneficially
     own the shares listed in the table. The address for this stockholder is
     1675 Broadway, New York, New York 10019.
(10) The Class A Common stock listed in the table are owned of record by clients
     of Becker Capital Management, Inc. In its capacity as an investment
     advisor, Dimensional Fund Advisors, Inc. may be deemed to beneficially own
     the shares listed in the table. The address for this stockholder is 1299
     Ocean Avenue, Santa Monica, California 90401.
(11) Mr. Nelson resigned in July 2001.

</TABLE>

     The following table gives information about our Company Stock that may be
issued upon the exercise of options under all of our existing equity
compensation plans as of March 31, 2002.

<TABLE>

                      EQUITY COMPENSATION PLAN INFORMATION
<CAPTION>

                                                                                 NUMBER OF SECURITIES REMAINING
                               NUMBER OF SECURITIES    WEIGHTED AVERAGE           AVAILABLE FOR FUTURE ISSUANCE
                               TO BE ISSUED UPON       EXERCISE PRICE OF         UNDER EQUITY COMPENSATION PLANS
                               EXERCISE OF             OUTSTANDING              (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY                  OUTSTANDING OPTIONS(A)  OPTIONS(B)                         IN COLUMN A)
-------------                  ----------------------  ----------                         ------------

<S>                                      <C>                      <C>                      <C>
Equity compensation plan                 9,218,128                $5.61                    4,079,740
approved by security holders
Equity compensation plans                 None                     N/A                        N/A
not approved by security
holders

</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 $15,475, $18,236
and $36,845 in fiscal 2000, 2001 and 2002, 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.


<PAGE>

         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.

         In June 2001, trusts for the benefit of Robert C. Penny III, a director
of the Company, and other Penny family members, entered into a guaranty of $10
million of the Company's obligations under its revolving credit facility. In
consideration of the guarantee, the Company has granted those trusts warrants to
purchase 512,820 shares of Class A Common Stock for a period of five years at an
exercise price of $1.95 per share (the fair market value on the date of grant)
and agreed to grant registration rights with respect to shares acquired upon
exercise.

         The Company has certain severance agreements with certain Named
Executive Officer of the Company. See "Executive Compensation --Executive
Officer Agreements" under Item 11 above.



<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, 2002.




                                                     WESTELL TECHNOLOGIES, INC.


                                                     /s/ Nicholas C. Hindman
                                                     Chief Financial Officer