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

                                  FORM 10-K/A
                            ------------------------
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2000

                         COMMISSION FILE NO. 333-81347
                            ------------------------

                               VIXEL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      84-1176506
        (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
</TABLE>

                        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  [X]  No  [ ]

     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.  [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant based on the closing sale price of the Registrant's Common Stock
on March 1, 2000, as reported on the Nasdaq National Market, was approximately
$515,076,067.

     As of March 1, 2000, the Registrant had outstanding 23,278,316 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 the 2000 Annual Meeting of Stockholders
to be held on May 24, 2000 which definitive proxy statement shall be filed with
the Securities and Exchange Commission within 120 days after the end of the
fiscal year to which this report relates.
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EXPLANATION

        The purpose of this Form 10K/A amendment is to properly reflect the
dates of the signature of persons signing on behalf of the registrant on the
Report on Form 10K filed on March 31, 2000 from March 31, 1999 to March 31,
2000.

                                    SIGNATURE

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
behalf of the undersigned, thereunto duly authorized.

                                           VIXEL CORPORATION


                                           /s/  KURTIS L. ADAMS
                                           By:  Kurtis L. Adams, Chief Financial
                                           Officer, Vice President of Finance,
                                           Secretary and Treasurer


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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bothell, King County, State of Washington, on this 31st day of March, 2000.

                                          VIXEL CORPORATION

                                          By:     /s/ JAMES M. MCCLUNEY
                                            ------------------------------------
                                                     James M. McCluney
                                             Chief Executive Officer, President
                                                             and
                                             Chairman of the Board of Directors

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James M. McCluney and Kurtis L. Adams,
his true and lawful attorneys-in-fact each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities to sign any or all amendments to this report on Form 10-K,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<C>                                                    <C>                              <S>
                /s/ JAMES M. MCCLUNEY                     Chief Executive Officer,      March 31, 2000
-----------------------------------------------------   President and Chairman of the
                  James M. McCluney                     Board of Directors (Principal
                                                             Executive Officer)

                 /s/ KURTIS L. ADAMS                    Chief Financial Officer, Vice   March 31, 2000
-----------------------------------------------------  President of Finance, Secretary
                   Kurtis L. Adams                        and Treasurer (Principal
                                                          Financial and Accounting
                                                                  Officer)

                  /s/ KEVIN A. FONG                               Director              March 31, 2000
-----------------------------------------------------
                    Kevin A. Fong

               /s/ CHARLES A. HAGGERTY                            Director              March 31, 2000
-----------------------------------------------------
                 Charles A. Haggerty

                /s/ JUAN A. RODRIGUEZ                             Director              March 31, 2000
-----------------------------------------------------
                  Juan A. Rodriguez

                /s/ TIMOTHY M. SPICER                             Director              March 31, 2000
-----------------------------------------------------
                  Timothy M. Spicer

                /s/ WERNER F. WOLFEN                              Director              March 31, 2000
-----------------------------------------------------
                  Werner F. Wolfen
</TABLE>

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