##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

Form 10-K/A



---

AMENDMENT NO. 1

Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 for the Fiscal Year Ended
December 30, 2001


Commission File No. 000-27221



---

Vixel Corporation

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                        |  | 84-1176506                          
|(State or other jurisdiction of incorporation
	or organization) |  | (I.R.S. Employer Identification No.)

11911 North Creek Parkway South

Bothell, Washington 98011


(425) 806-5509


(Address, including zip code, of
Registrants principal executive offices and telephone
number, including area code)




---

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

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

Common Stock, $0.0015 par value




---

Indicate by check mark whether the registrant
(1) has filed all reports required 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 þ          No o

Indicate by a 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.     o

The aggregate market value of voting common stock
held by non-affiliates of the Registrant based on the average of
the bid and ask price of the Registrants Common Stock on
March 1, 2002, as reported on the Nasdaq National Market,
was approximately $68,747,994. The aggregate market value
calculation excludes 3,940,516 shares of common stock held by
directors and officers and stockholders whose beneficial
ownership exceeds five percent of the shares outstanding at
March 1, 2002. Exclusion of shares held by any person
should not be construed to indicate that such person possesses
the power, direct or indirect, to cause the direction of the
management or policies of the Registrant, or that such person is
controlled by or under common control with the Registrant.

As of March 1, 2002, the Registrant had
outstanding 23,983,663 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant has incorporated by reference into
Part III of this Form 10-K portions of the Proxy
Statement for its 2002 Annual Meeting of Stockholders to be held
on May 22, 2002, which definitive proxy statement shall be
filed with the Securities and Exchange Commission on or before
April 29, 2002.



---






---

TABLE OF CONTENTS



|                  |  |  |  |  |  |  |  | 
|----------------- |  |  |  |  |  |  |  | 
|INDEX            
|PART IV          
|SIGNATURES       
|INDEX TO EXHIBITS
|EXHIBIT 23.1     



---



##### Table of Contents



VIXEL CORPORATION

FORM 10-K/A







INDEX


|           |  |  |   |                                                                         |  |  |   | 
|---------- |  |  | - | ----------------------------------------------------------------------- |  |  | - | 
|           |  |  |   | Page                                                                   
|           |  |  |   |                                                                        
|PART IV   
|Item  14.  |  |  |   | Exhibits, Financial Statement Schedules and
        Reports on Form 8-K |  |  | 2 | 
|SIGNATURES |  |  | 4 |                                                                        

1



---



##### Table of Contents



This Amendment No. 1 is being filed solely
to correct typographical errors in Exhibit 23.1 to the
Companys Annual Report on Form 10-K which was
previously filed on April 1, 2002.




PART IV

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

(3) Exhibits.

|        |          |             |  |                                                                                                                                                                                   
|------- | -------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |            
|Number  |          | Description
|        |          |            
|        | 3.1(1)   |             |  | Amended and Restated Certificate of Incorporation
        of Registrant (Exhibit 3.2)                                                                                             
|        | 3.2(2)   |             |  | Certificate of Designation of Series A
        Junior Participating Preferred Stock (Exhibit 3.1)                                                                                 
|        | 3.3(1)   |             |  | Bylaws of the Registrant (Exhibit 3.4)                                                                                                                                            
|        | 4.1(1)   |             |  | Specimen Stock Certificate                                                                                                                                                        
|        | 4.2(1)   |             |  | Amended and Restated Investors Rights
        Agreement dated February 17, 1998                                                                                                  
|        | 4.3(1)   |             |  | First Amendment to Amended and Restated
        Investors Rights Agreement dated February 17, 1998                                                                               
|        | 4.4(2)   |             |  | Rights Agreement dated November 15, 2000,
        between the Registrant and Computer Share Trust Company, Inc.
        (Exhibit 4.1)                                             
|        | 4.5(2)   |             |  | Form of Rights Certificate (Exhibit 4.2)                                                                                                                                          
|        | 10.1(1)  |             |  | Form of Indemnity Agreement to be entered into by
        the Registrant and each of its directors and executive officers*                                                        
|        | 10.2(1)  |             |  | Amended and Restated 1995 Stock Option Plan and
        forms of agreements thereunder                                                                                            
|        | 10.3(1)  |             |  | Master Lease Agreement between Registrant and
        Transamerica Business Credit Corporation dated May 23, 1997
        (Exhibit 10.4)                                          
|        | 10.4(1)  |             |  | Master Lease Agreement between Registrant and
        Comdisco, Inc. dated January 18, 1996, together with
        addendum dated January 18, 1996 (Exhibit 10.5)                 
|        | 10.5(1)  |             |  | Turnkey Manufacturing Agreement with K*Tec
        Electronics, a division of Kent Electronics Company, dated
        May 5, 1997 (Exhibit 10.7)                                  
|        | 10.6(1)  |             |  | Employment Agreement between Registrant and
        Stuart B. Berman dated February 17, 1998
        (Exhibit 10.9)*                                                              
|        | 10.7(1)  |             |  | Employment Agreement between Registrant and James
        McCluney dated April 26, 1999 (Exhibit 10.12)*                                                                          
|        | 10.8(1)  |             |  | Restricted Stock Purchase Agreement between
        Registrant and Kurtis L. Adams dated May 20, 1999
        (Exhibit 10.15)                                                     
|        | 10.9(1)  |             |  | Full Recourse Promissory Note between Registrant
        and Stuart B. Berman dated April 16, 1999
        (Exhibit 10.16)                                                        
|        | 10.10(1) |             |  | Form of Full Recourse Promissory Note between
        Registrant and its executive officers (Exhibit 10.17)                                                                       
|        | 10.11(1) |             |  | Form of Full Recourse Promissory Note between
        Registrant and its directors (Exhibit 10.18)                                                                                
|        | 10.12(1) |             |  | Lease Agreement between Registrant and Sun Life
        Assurance Company of Canada (U.S.) dated December 5, 1996,
        as amended January 22, 1997 (Exhibit 10.19)            
|        | 10.13    |             |  | Second Amendment to Lease Agreement between
        Registrant and Sun Life Assurance Company of Canada (U.S.) dated
        January 13, 1997                                     
|        | 10.14(1) |             |  | Lease Agreement between Arcxel Technologies, Inc.
        and Aetna Life Insurance Company, dated November 1, 1997,
        assigned to Registrant August 24, 1998 (Exhibit 10.20)
|        | 10.15(1) |             |  | Vixel Corporation 1999 Employee Stock Purchase
        Plan and forms of agreements thereunder (Exhibit 10.22)*                                                                   
|        | 10.16(1) |             |  | Vixel Corporation 1999 Equity Incentive Plan, as
        amended*                                                                                                                 
|        | 10.17(1) |             |  | Form of Stock Pledge Agreement between the
        Registrant and its directors (Exhibit 10.24)                                                                                   
|        | 10.18(3) |             |  | Vixel Corporation 2000 Non-officer Equity
        Incentive Plan and forms of agreements thereunder
        (Exhibit 99.1)*                                                       
|        | 23.1     |             |  | Consent of PricewaterhouseCoopers LLP,
        Independent Accountants                                                                                                            
|        | 24.1(4)  |             |  | Power of Attorney. Reference is made to the
        signature page                                                                                                                

2



---



##### Table of Contents





---



|    |                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to designated exhibits
        to the Companys Registration Statement on Form S-1
        (File No. 333-81347), declared effective on
        September 30, 1999.
|   
|(2) | Incorporated by reference to designated exhibits
        to Companys current report on Form 8-K filed with the
        Securities and Exchange Commission on November 17, 2000.            
|   
|(3) | Incorporated by reference to designated exhibits
        to Companys Registration Statement on Form S-8 (File
        No. 333-39000)                                                       
|   
|(4) | Previously filed on the signature page to the
        Companys Annual Report on Form 10-K filed on
        April 1, 2002.                                                                  



| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| | * | Management compensatory plans and arrangements
        required to be filed as exhibits to this report.

3



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has caused this report on Form 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Bothell, King County, State of Washington, on this 12th
day of April, 2002.



| |                  
| | -----------------
| | VIXEL CORPORATION



| |     |                      
| | --- | ---------------------
| | By: | /s/ JAMES M. MCCLUNEY

| |                                               
| | ----------------------------------------------
| |                                               
| | James M. McCluney                             
| | Chief Executive Officer, President
        and
| | Chairman of the Board of Directors            



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report on Form 10-K/A has been
signed below by the following persons in the capacities and on
the dates indicated:

|                                       |  |                                                                                                                                          |  |               
|-------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                              |  | Title                                                                                                                                    |  | Date          
|                                       |  |                                                                                                                                          |  |               
|                                      
|/s/ JAMES M. MCCLUNEYJames M. McCluney |  | Chief Executive Officer, President
        and Chairman of the Board of
        Directors (Principal
        Executive Officer)          |  | April 12, 2002
|                                      
|/s/ KURTIS L. ADAMSKurtis L. Adams     |  | Chief Financial Officer, Vice President of
        Finance, Secretary and Treasurer (Principal Financial and
        Accounting Officer) |  | April 12, 2002
|                                      
|*Robert Q. Cordell II                  |  | Director                                                                                                                                 |  | April 12, 2002
|                                      
|*Charles A. Haggerty                   |  | Director                                                                                                                                 |  | April 12, 2002
|                                      
|*Timothy M. Spicer                     |  | Director                                                                                                                                 |  | April 12, 2002
|                                      
|*Werner F. Wolfen                      |  | Director                                                                                                                                 |  | April 12, 2002
|                                      
|* /s/ KURTIS L. ADAMSAttorney-in-fact  |  |                                                                                                                                          |  |               

4



---



##### Table of Contents






INDEX TO EXHIBITS

|        |          |             |  |                                                                                                                                                                     
|------- | -------- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |            
|Number  |          | Description
|        |          |            
|        | 3.1(1)   |             |  | Amended and Restated Certificate of Incorporation
	of Registrant (Exhibit 3.2)                                                                                      
|        | 3.2(2)   |             |  | Certificate of Designation of Series A
	Junior Participating Preferred Stock (Exhibit 3.1)                                                                          
|        | 3.3(1)   |             |  | Bylaws of the Registrant (Exhibit 3.4)                                                                                                                              
|        | 4.1(1)   |             |  | Specimen Stock Certificate                                                                                                                                          
|        | 4.2(1)   |             |  | Amended and Restated Investors Rights
	Agreement dated February 17, 1998                                                                                           
|        | 4.3(1)   |             |  | First Amendment to Amended and Restated
	Investors Rights Agreement dated February 17, 1998                                                                        
|        | 4.4(2)   |             |  | Rights Agreement dated November 15, 2000,
	between the Registrant and Computer Share Trust Company, Inc.
	(Exhibit 4.1)                                             
|        | 4.5(2)   |             |  | Form of Rights Certificate (Exhibit 4.2)                                                                                                                            
|        | 10.1(1)  |             |  | Form of Indemnity Agreement to be entered into by
	the Registrant and each of its directors and executive officers                                                  
|        | 10.2(1)  |             |  | Amended and Restated 1995 Stock Option Plan and
	forms of agreements thereunder                                                                                     
|        | 10.3(1)  |             |  | Master Lease Agreement between Registrant and
	Transamerica Business Credit Corporation dated May 23, 1997
	(Exhibit 10.4)                                          
|        | 10.4(1)  |             |  | Master Lease Agreement between Registrant and
	Comdisco, Inc. dated January 18, 1996, together with
	addendum dated January 18, 1996 (Exhibit 10.5)                 
|        | 10.5(1)  |             |  | Turnkey Manufacturing Agreement with K*Tec
	Electronics, a division of Kent Electronics Company, dated
	May 5, 1997 (Exhibit 10.7)                                  
|        | 10.6(1)  |             |  | Employment Agreement between Registrant and
	Stuart B. Berman dated February 17, 1998
	(Exhibit 10.9)                                                               
|        | 10.7(1)  |             |  | Employment Agreement between Registrant and James
	McCluney dated April 26, 1999 (Exhibit 10.12)                                                                    
|        | 10.8(1)  |             |  | Restricted Stock Purchase Agreement between
	Registrant and Kurtis L. Adams dated May 20, 1999
	(Exhibit 10.15)                                                     
|        | 10.9(1)  |             |  | Full Recourse Promissory Note between Registrant
	and Stuart B. Berman dated April 16, 1999
	(Exhibit 10.16)                                                        
|        | 10.10(1) |             |  | Form of Full Recourse Promissory Note between
	Registrant and its executive officers (Exhibit 10.17)                                                                
|        | 10.11(1) |             |  | Form of Full Recourse Promissory Note between
	Registrant and its directors (Exhibit 10.18)                                                                         
|        | 10.12(1) |             |  | Lease Agreement between Registrant and Sun Life
	Assurance Company of Canada (U.S.) dated December 5, 1996,
	as amended January 22, 1997 (Exhibit 10.19)            
|        | 10.13    |             |  | Second Amendment to Lease Agreement between
	Registrant and Sun Life Assurance Company of Canada (U.S.) dated
	January 13, 1997.                                    
|        | 10.14(1) |             |  | Lease Agreement between Arcxel Technologies, Inc.
	and Aetna Life Insurance Company, dated November 1, 1997,
	assigned to Registrant August 24, 1998 (Exhibit 10.20)
|        | 10.15(1) |             |  | Vixel Corporation 1999 Employee Stock Purchase
	Plan and forms of agreements thereunder (Exhibit 10.22)                                                             
|        | 10.16(1) |             |  | Vixel Corporation 1999 Equity Incentive Plan, as
	amended                                                                                                           
|        | 10.17(1) |             |  | Form of Stock Pledge Agreement between the
	Registrant and its directors (Exhibit 10.24)                                                                            
|        | 10.18(3) |             |  | Vixel Corporation 2000 Non-officer Equity
	Incentive Plan and forms of agreements thereunder
	(Exhibit 99.1)                                                        
|        | 23.1     |             |  | Consent of PricewaterhouseCoopers LLP,
	Independent Accountants                                                                                                     
|        | 24.1(4)  |             |  | Power of Attorney. Reference is made to the
	signature page                                                                                                         



---



##### Table of Contents





---



|    |                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to designated exhibits
	to the Companys Registration Statement on Form S-1
	(File No. 333-81347), declared effective on
	September 30, 1999.
|   
|(2) | Incorporated by reference to designated exhibits
	to Companys current report on Form 8-K filed with the
	Securities and Exchange Commission on November 17, 2000.     
|   
|(3) | Incorporated by reference to designated exhibits
	to Companys Registration Statement on Form S-8 (File
	No. 333-39000)                                                
|   
|(4) | Previously filed on the signature page of the
	Companys Annual Report on Form 10-K filed on
	April 1, 2002.