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

                                   FORM 10-K/A
                                (Amendment No. 1)
     (Mark One)

       [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 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: 0-31903

                             VINA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                    77-0432782
  (State or other jurisdiction of              (IRS Employer Identification No.)
           incorporation)


   39745 Eureka Drive, Newark, CA 94560                (510) 492-0800
 (Address of principal executive offices)     (Registrant's telephone number,
                                                  including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $.0001 per share
                                (Title of Class)

     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 check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (Section 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. [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ]  No [X]

     The aggregate  market value of Common Stock held by  non-affiliates  (based
upon the closing sale price on the Nasdaq  SmallCap Market on June 28, 2002) was
approximately $5,435,329.

     As of April 21, 2003, there were 62,189,930 shares of Common Stock, $0.0001
per share par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.



<PAGE>


                                Explanatory Note

     On March 17, 2003,  VINA  Technologies,  Inc. filed with the Securities and
Exchange  Commission  (the  "SEC") its  Annual  Report on Form 10-K for the year
ended December 31, 2002 (the "Initial 10-K"). In accordance with SEC rules, VINA
incorporated  by reference Part III of the Initial 10-K from the Proxy Statement
to be  filed  by VINA in  connection  with  the  2003  VINA  Annual  Meeting  of
Stockholders,  which VINA anticipated  filing on or before April 30, 2003. Since
the filing date of the Initial 10-K,  VINA has determined  that it will not file
its definitive Proxy Statement prior to the April 30 deadline and, in accordance
with SEC rules,  must file an  amendment  to its  Initial  10-K to  include  the
disclosures required by Part III of Form 10-K. This Annual Report on Form 10-K/A
amends  Part  III of the  Initial  10-K in order to  include  those  disclosures
required by Part III of Form 10-K.

     In this report, all references to "VINA" "we," "us," "our" or the "Company"
mean VINA Technologies, Inc. and its subsidiaries, except where it is made clear
that the term means only the parent company.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Directors of VINA

     Set forth  below is  information  concerning  the  members  of our Board of
Directors and their respective ages as of March 31, 2003. Steven M. Bauman,  our
former Chief  Executive  Officer and  President  and a director,  resigned as an
executive officer and from the Board of Directors of VINA on April 1, 2002.

Class I - Term Expiring at the 2004 Annual Meeting

     Jeffrey M. Drazan,  age 44, has served as a director  since June 1996.  Mr.
Drazan  has been a General  Partner of Sierra  Ventures  since  1984,  a venture
capital  fund  focusing  its  investments  in  early  stage   technology-related
companies.

     Paul Scott,  age 49, has served as a director  since  September  2001.  Mr.
Scott has been Vice President of Vocera  Communications,  a provider of wireless
voice  communications  systems,  since September 2002. Mr. Scott was Senior Vice
President of Worldwide Sales of Nuance  Communications,  Inc. from February 2000
to July  2002.  Mr.  Scott  served as  Senior  Vice  President,  Sales of Lucent
Technologies,  Octel Messaging Division from 1996 until February 2000. Mr. Scott
served  as  Vice  President,  Sales  of  Octel  Communications   Corporation,  a
voice-messaging  manufacturer  from 1992 until 1996. He previously  held various
sales management positions at Octel Communications.

     Joshua W. Soske,  age 43, has served as a director  since VINA's  inception
and was one of VINA's  founders.  Mr. Soske served as VINA's President and Chief
Executive  Officer  from  inception  until  August  1999 and as  Executive  Vice
President and Chief Technology  Officer from August 1999 until July 2001. He has
been   President  and  founder  of   International   Design  and   Research,   a
communications  consulting firm that provides  management,  architectural design
and contract  manufacturing  services  dealing  primarily with  telephone,  data
network, and television technologies since March 1979.

Class II - Term Expiring at the 2005 Annual Meeting

     John F. Malone,  age 55, has served as a director  since January 1997.  Mr.
Malone has been President and Chief Executive Officer of The Eastern  Management
Group, a management  consulting  firm supplying  professional  services to major
communications  companies  since April 1979.  Mr. Malone worked at AT&T where he
developed corporate strategy and managed sales and marketing  organizations from
Ohio to New York.

     W. Michael  West,  age 52, has served as Chairman of the Board of Directors
since June 1999,  and on April 1, 2002,  was appointed by the Board of Directors
to serve as Chief  Executive  Officer  of VINA.  He  served  as  Executive  Vice

                                       2
<PAGE>

President for Lucent  Technologies from September 1997 to January 1998. Mr. West
was President,  Chief Operating  Officer and a director of Octel  Communications
from  January  1995 to  August  1997,  after  having  served as  Executive  Vice
President from September 1986 to January 1995. Mr. West held multiple  positions
with Rolm  Corporation  from 1979 to September  1986,  most  recently as General
Manager of the National Sales Division.

Class III -Term Expiring at the 2003 Annual Meeting

     Philip J. Quigley,  age 60, has served as a director  since April 1998. Mr.
Quigley was Chairman,  President, and Chief Executive Officer of Pacific Telesis
Group,  a  telecommunications   holding  company,  from  April  1994  until  his
retirement in December  1997.  Mr.  Quigley  previously  served as President and
Chief  Executive  Officer of Pacific Bell,  Executive  Vice  President and Chief
Operating Officer of PacTel  Corporation,  and Chief Executive Officer of PacTel
Personal  Communications.  Mr.  Quigley  serves as a director  of Wells  Fargo &
Company and Nuance  Communications,  Inc. and as an advisory  director of Thomas
Weisel Partners LLC.

Executive Officers of VINA

     Except for W. Michael West, our Chief Executive  Officer,  whose background
is discussed  above,  set forth below is  information  concerning  our executive
officers who report under Section 16 of the Securities  Exchange Act of 1934, as
amended, and their ages as of March 31, 2003:

     Stanley E. Kazmierczak,  age 42, has served as our Vice President,  Finance
and  Administration,  Chief Financial Officer and Secretary since July 1999. Mr.
Kazmierczak  served as Chief Financial  Officer and Vice President,  Finance and
Operations of Digital Link, a supplier of networking products, from January 1999
to July 1999, and as Chief Financial Officer from December 1992 to July 1999. He
was Vice President,  Finance and  Administration of Digital Link from March 1996
to January 1999.

     Darrell R. Furlong,  age 45, has served as our Vice President,  Engineering
since  September  2001.  Mr.  Furlong was Senior Vice  President of Research and
Development and Chief  Technology  Officer for Metrobility  Optical Systems from
October 1997 to September  2001.  Mr. Furlong served as a Director of the router
division of Bay Networks/Wellfleet  (acquired by Nortel Networks) from June 1992
to October 1997. He also directed all hardware development activities at Concord
Communications from May 1986 to June 1992.

     C. Reid Thomas,  41, has served as our Executive Vice President,  Sales and
Product  Marketing  since July 2001.  Mr. Thomas  served as our Vice  President,
Sales from April 2000 until July 2001. He served as Managing Director, Sales for
Lucent Technologies,  where he was responsible for AT&T Markets from August 1996
to April  2000.  Prior to his  employment  with  Lucent,  Mr.  Thomas  was Group
Manager,  Strategy and Alliances for Octel Communications,  from January 1995 to
August 1996.

     There  are no family  relationships  among  VINA's  executive  officers  or
directors.

Section 16(a) Beneficial Ownership Reporting Compliance

     Under the securities  laws of the United States,  our directors,  executive
officers and any persons  holding more than 10% of our Common Stock are required
to report their initial ownership of our Common Stock and any subsequent changes
in that ownership to the Securities and Exchange Commission.  Specific due dates
for these reports have been  established and we are required to identify in this
report those persons who failed to timely file these reports.  Based solely upon
copies of reports filed with the Securities and Exchange Commission,  we believe
that  all of such  filing  requirements  were  satisfied  for  2002  except  the
following  individuals  failed to file timely  reports for such fiscal year: Mr.
Soske did not report  5,000 shares sold in January 2002 on a timely filed Form 4
report but the sale was reported on an amended Form 4 filed in March 2002.

Item 11. Executive Compensation

     The following table sets forth  compensation  for services  rendered in all
capacities to VINA for the fiscal years ended December 31, 2002,  2001 and 2000,
of (i) our  Chief  Executive  Officer  and  (ii)  our  five  other  most  highly

                                       3
<PAGE>

compensated  executive  officers  whose total annual salary and bonus for fiscal
year 2002 exceeded $100,000 (the "Named Officers").
<TABLE>
<CAPTION>

                                                           Summary Compensation Table
                                                              Annual Compensation

                                                                                              Long Term
                                                                                Other        Compensation
                                                                               Annual         Securities          All
                                                                Bonus       Compensation      Underlying         Other

      Name and Principal Position          Year    Salary ($)    ($)(1)          ($)           Options       Compensation
---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>                 <C>       <C>             <C>               <C>
                                          2002        $135,100(3)      $-            -           400,000           $ 858(4)
W. Michael West (2)                       2001         100,000          -            -           400,000             138(5)
     Chairman of the Board and Interim    2000         100,000          -            -                 -               -
     Chief Executive Officer
---------------------------------------------------------------------------------------------------------------------------

Steven M. Bauman (6)                      2002         248,634 (7)      -            -         2,034,000             567(8)
     President and Chief Executive        2001         240,000          -            -         2,034,000               -
     Officer                              2000         200,000     35,417            -         1,910,000               -
---------------------------------------------------------------------------------------------------------------------------

Stanley E. Kazmierczak                    2002         195,000          -            -           662,000             882(9)
     Vice President, Finance and          2001         185,000          -            -           612,000             162(10)
     Administration, Chief Financial      2000         175,000     52,500            -           488,000              -
     Officer and Secretary
---------------------------------------------------------------------------------------------------------------------------

Thomas J. Barsi (11)                      2002         180,000          -            -           383,000           5,635(12)
     Vice President, Business             2001         170,000          -            -           298,000             114(13)
     Development and Marketing            2000         160,191     48,000            -           200,000               -
     Communications
---------------------------------------------------------------------------------------------------------------------------

C. Reid Thomas (14)                       2002         185,000          -       64,384 (15)      520,000           5,670(18)
     Executive Vice President, Sales      2001         190,592          -      139,424 (16)      440,000             135(19)
     and Product Marketing                2000         104,616     85,686       77,830 (17)      340,000               -
---------------------------------------------------------------------------------------------------------------------------

Darrell R. Furlong (20)                   2002         185,000          -            -           375,400             941(21)
      Vice President, Engineering         2001          46,442          -            -           325,400              49(22)
---------------------------------------------------------------------------------------------------------------------------

T. Diane Pewitt (23)                      2002         129,115          -            -           624,000           1,272(24)
     Executive Vice President,            2001         199,679          -            -           574,000             288(25)
     Operations                           2000         144,577     65,500            -           400,000               -
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Includes amounts paid pursuant to VINA's bonus plan.
(2)  Mr. West became Chief Executive Officer on April 1, 2002.
(3)  Includes the value of 389,997 shares of fully vested common stock ($35,100)
     granted to Mr.  West on April 15,  2003 for  services  rendered  in 2002 as
     Chief Executive Officer,  calculated based on the closing bid price of VINA
     common stock on April 15, 2003.  Pursuant to Mr. West's agreement with VINA
     (as more fully  described  below),  Mr. West agreed to accept  fully vested
     common stock of VINA in lieu of $21,667 of his monthly cash compensation at
     a rate of 43,333 for each month he renders  service as the Chief  Executive
     Officer.
(4)  Represents  amount  paid by VINA of $138  for life  insurance  and $720 for
     medical insurance on behalf of Mr. West.
(5)  Represents  amount paid by VINA of $138 for life insurance on behalf of Mr.
     West.
(6)  Mr.  Bauman  joined  VINA in August  1999.  On April 1,  2002,  Mr.  Bauman
     resigned as  President  and Chief  Executive  Officer and from the Board of
     Directors of VINA but remained as an employee of VINA until April 30, 2002.
(7)  Includes  $160,000 paid to Mr. Bauman in connection with his resignation as
     an executive officer of VINA.
(8)  Represents  amount  paid by VINA of $327  for life  insurance  and $240 for
     medical insurance on behalf of Mr. Bauman.


                                       4
<PAGE>

(9)  Represents  amount  paid by VINA of $162  for life  insurance  and $720 for
     medical insurance on behalf of Mr. Kazmierczak.
(10) Represents  amount paid by VINA of $162 for life insurance on behalf of Mr.
     Kazmierczak.
(11) Mr. Barsi resigned as Vice  President,  Business  Development and Marketing
     Communications of VINA on January 27, 2003.
(12) Represents amount paid by VINA of $115 for life insurance, $720 for medical
     insurance  and  $4,800  for car  allowance  on  behalf of Mr.  Barsi.
(13) Represents amount paid by VINA for life insurance on behalf of Mr. Barsi.
(14) Mr. Thomas joined VINA in April 2000.
(15) Represents amount earned as sales commission by Mr. Thomas.
(16) Represents amount earned as sales commission by Mr. Thomas.
(17) Represents payments made for relocation allowances on behalf of Mr. Thomas.
(18) Represents amount paid by VINA of $150 for life insurance, $720 for medical
     insurance and $4,800 for car allowance on behalf of Mr. Thomas.
(19) Represents amount paid by VINA for life insurance on behalf of Mr. Thomas.
(20) Mr. Furlong joined VINA in September 2001.
(21) Represents  amount  paid by VINA of $221  for life  insurance  and $720 for
     medical insurance on behalf of Mr. Furlong.
(22) Represents  amount  paid by VINA of for life  insurance  on  behalf  of Mr.
     Furlong.
(23) Ms.  Pewitt  joined  VINA in March  2000 and  resigned  as  Executive  Vice
     President, Operations on July 12, 2002.
(24) Represents  amount paid by VINA of $156 for life  insurance  and $1,116 for
     medical insurance on behalf of Ms. Pewitt.
(25) Represents amount paid by VINA for life insurance on behalf of Ms. Pewitt.

     The following tables set forth certain information as of December 31, 2002,
and for the fiscal year then ended with respect to stock options  granted to and
exercised by the individuals named in the Summary Compensation Table above.

<TABLE>
<CAPTION>

                                                   Option Grants in 2002                         Potential Realizable
                                                                                                   Value at Assumed
                                                                                                 Annual Rates of Stock
                                                                                                Price Appreciation for
                                                   Individual Grants                                Option Term (5)
---------------------------------------------------------------------------------------------------------------------------
                                      Number of     % of Total
                                      Securities     Options
                                      Underlying    Granted to      Exercise
                                       Options      Employees in     Price
                                       Granted     Fiscal Year      ($/Sh)    Expiration
    Name                               (#)(1)         (2)             (3)      Date (4)          5% ($)          10% ($)
------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>             <C>           <C>              <C>              <C>
W. Michael West..............                0          0              0             0                0                0

------------------------------------------------------------------------------------------------------------------------

Steven M. Bauman.............                0          0              0             0                0                0

------------------------------------------------------------------------------------------------------------------------
Stanley E. Kazmierczak.......           30,000        2.9%        $0.360       5/03/12          $ 6,792          $17,212
                                        20,000                     0.360       5/03/12            4,528           11,475
------------------------------------------------------------------------------------------------------------------------
Thomas J. Barsi..............           75,000        4.9          0.360       5/03/12           16,980           43,031
                                        10,000                     0.360       5/03/12            2,264            5,737
------------------------------------------------------------------------------------------------------------------------
C. Reid Thomas (6)...........           50,000        4.7          0.360       5/03/12           11,320           28,687
                                        30,000                     0.360       5/03/12            6,792           17,212
------------------------------------------------------------------------------------------------------------------------
Darrell R. Furlong...........           30,000        2.9          0.360       5/03/12            6,792           17,212
                                        20,000                     0.360       5/03/12            4,528           11,475
------------------------------------------------------------------------------------------------------------------------
T. Diane Pewitt..............           40,000        2.9          0.360       5/03/12            9,056           22,950
                                        10,000                     0.360       5/03/12            2,264            5,737
------------------------------------------------------------------------------------------------------------------------
</TABLE>

------------
(1)  Except  as  otherwise   provided  below,  all  stock  options  granted  are
     exercisable in full immediately,  but the shares received upon exercise are
     subject to repurchase by VINA.  VINA's right to repurchase lapses as to 25%
     of the shares covered by the respective options on the first anniversary of
     the date of the grant,  and lapses  ratably on a monthly basis  thereafter,
     with the repurchase right terminating in full on the fourth  anniversary of
     the date of the grant.

                                       5
<PAGE>

(2)  In 2002,  VINA granted  employees,  directors  and  consultants  options to
     purchase 1,770,375 shares of VINA's common stock.

(3)  The  exercise  price  on the date of  grant  was  equal to 100% of the fair
     market value on the date of grant.

(4)  The  options  have a term of 10 years,  subject to earlier  termination  in
     certain events related to termination of employment.

(5)  The 5% and 10% assumed rates of appreciation  are suggested by the rules of
     the Securities and Exchange Commission and do not represent VINA's estimate
     or projection  of the future common stock price.  There can be no assurance
     that any of the values reflected in the table will be achieved.

(6)  Options granted to Mr. Thomas in 2002 were subsequently  cancelled pursuant
     to VINA's  option  exchange  program in August  2002 and were  subsequently
     regranted to Mr. Thomas on February 17, 2003 at an exercise  price of $0.16
     per share.

                 Aggregate Option Exercises in Last Fiscal Year
                         And 2002 Year End Option Values
<TABLE>
<CAPTION>



                                                                    Number of Securities
                                                                   Underlying Unexercised      Value of Unexercised
                                                                        Options at           In-the-Money Options at
                                                                   December 31, 2002 (#)     December 31, 2002 ($)(3)
                           Shares Acquired           Value             Exercisable/                Exercisable/
      Name                on Exercise (#)(1)    Realized ($)(2)       Unexercisable              Unexercisable
      ----                ------------------    ---------------       -------------              -------------

<S>                               <C>                 <C>                <C>     <C>                   <C>
W. Michael West..............     0                   0                  400,000/0                     0/0
---------------------------------------------------------------------------------------------------------------------

Steven M. Bauman.............     0                   0                        0/0                     0/0

---------------------------------------------------------------------------------------------------------------------
Stanley E. Kazmierczak.......     0                   0                  269,000/0                     0/0

---------------------------------------------------------------------------------------------------------------------
Thomas J. Barsi..............     0                   0                  353,000/0                     0/0

---------------------------------------------------------------------------------------------------------------------
C. Reid Thomas (4)...........     0                   0                        0/0                     0/0

---------------------------------------------------------------------------------------------------------------------
Darrell R. Furlong...........     0                   0                  375,400/0                      0/0

---------------------------------------------------------------------------------------------------------------------
T. Diane Pewitt..............     0                   0                        0/0                     0/0

---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The shares  acquired  upon exercise are subject to a right of repurchase by
     VINA.  VINA's right to repurchase lapses as to 25% of the shares covered by
     the respective  options on the first  anniversary of the date of the grant,
     and lapses ratably on a monthly basis thereafter, with the repurchase right
     terminating in full on the fourth anniversary of the date of the grant.
(2)  Calculated  on the  basis  of  the  fair  market  value  of the  underlying
     securities at the exercise date minus the exercise price.
(3)  Calculated  on the  basis  of  the  fair  market  value  of the  underlying
     securities at December 31, 2002 ($0.19 per share) minus the exercise price.
(4)  Mr. Thomas participated in VINA's option exchange program pursuant to which
     520,000  options held by Mr.  Thomas were  tendered and cancelled in August
     2002 and were  subsequently  regranted  on February 17, 2003 at an exercise
     price of $0.16 per share.

Compensation of Directors

     Except as otherwise  described below,  members of the Board of Directors do
not receive cash  compensation for service on the Board of Directors.  Directors
are reimbursed for their reasonable expenses in connection with their attendance
at Board and  committee  meetings.  Directors are also eligible to receive stock
options under VINA's 2000 Stock Incentive  Plan.  Under the 2000 Stock Incentive
Plan,  each new  non-employee  director,  on his or her first business day after
election to the Board of  Directors,  will receive an option to purchase  30,000
shares of VINA's common stock at the fair market value on the date of the grant.

                                       6
<PAGE>

These options vest over a four year period, with one-fourth vesting on the first
anniversary of the option grant with the remainder  vesting monthly  thereafter.
In addition,  each non-employee  director who continues to serve on the Board of
Directors at the conclusion of the annual meeting of  stockholders  will receive
an option to purchase 7,500 shares of common stock.

     W.  Michael  West is paid an annual  salary of $100,000 for his services as
chairman of the Board of  Directors.  On April 1, 2002,  the Board of  Directors
appointed  Mr. West as Chief  Executive  Officer of VINA at an annual  salary of
$360,000,  of which Mr.  West  agreed to  receive  $21,667 of his  monthly  cash
compensation  in the form fully vested  common stock of VINA at a rate of 43,333
shares  for each month of service  he  provides  to VINA as the Chief  Executive
Officer.  Since his  appointment to the position of Chief  Executive  Officer of
VINA, Mr. West has not received any separate compensation to continue serving as
chairman of the Board of  Directors.  In  connection  with Mr. West  joining the
Board of Directors in June 1999,  VINA sold 800,000 shares of restricted  common
stock to Mr. West at a price of $0.60 a share.  The shares of restricted  common
stock are subject to a VINA right of repurchase that lapses monthly with respect
to certain  shares a the shares vest over four years.  Mr. West's stock purchase
agreement  provides that this right of repurchase  shall lapse and all remaining
restricted  shares  shall  become fully vested if VINA is subject to a change in
control before Mr. West's service  terminates and the right of repurchase is not
assigned  to the entity  that  immediately  employs Mr. West after the change in
control. In addition, the right of repurchase shall also lapse and the remaining
shares shall become vested as if Mr. West performed another 36 months service if
VINA is subject to a change in control and the right of  repurchase  is assigned
to the entity that employs Mr. West after the change in control.  In April 2001,
Mr. West was also granted an option to purchase  400,000 shares of VINA's common
stock at an exercise price equal to the fair market value of the common stock on
the date of the grant.  The options are immediately  exercisable and vest over a
four year period,  however,  the  purchased  shares are subject to repurchase by
VINA in the event Mr. West's  service  terminates  prior to the shares  vesting.
VINA does not currently pay any cash  compensation to any non-employee  director
for services on the Board of Directors.

Compensation Arrangements

     Steven M. Bauman,  VINA's former President and Chief Executive  Officer and
member of the Board of Directors, was a party to an offer letter with VINA dated
August 16, 1999.  Pursuant to the offer letter, VINA agreed to pay Mr. Bauman an
initial  annual  salary of  $200,000.  In addition,  Mr.  Bauman was eligible to
receive an incentive bonus equal to fifty percent (50%) of his base salary based
on his  performance.  This bonus was guaranteed in his first year with VINA. Mr.
Bauman was also given an option to purchase  1,660,000  shares of VINA's  common
stock at an exercise  price  equal to the fair  market  value of the VINA common
stock on the date of the grant.  The options were  immediately  exercisable  and
vest over a four year  period,  however,  the  purchased  shares are  subject to
repurchase by VINA in the event Mr.  Bauman's  service  terminates  prior to the
shares vesting. Mr. Bauman resigned as President and Chief Executive Officer and
as a member of the Board of  Directors  of VINA on April 1, 2002 but remained as
an  employee  of VINA  until  April 30,  2002.  VINA  entered  into a  severance
agreement with Mr. Bauman in connection with his  resignation  pursuant to which
Mr.  Bauman  immediately  vested in options  equal to the number of shares  that
would have vested if he had  provided an  additional  eight months of service to
VINA from April 30,  2002.  Mr.  Bauman was given  until  December  31,  2002 to
exercise  any vested  options.  In  addition,  VINA agreed to pay Mr.  Bauman an
aggregate  eight months  salary equal to $160,000 and agreed to pay expenses for
COBRA medical benefits coverage for one year in connection with his resignation.

     In connection  with the  appointment of W. Michael West as Chief  Executive
Officer of VINA on April 1, 2002,  VINA agreed to pay Mr. West an annual  salary
of $360,000  for his  services as Chief  Executive  Officer.  Subsequent  to his
appointment, Mr. West agreed to accept fully vested common stock of VINA in lieu
of $21,667 of his  monthly  cash  compensation  for his  services to VINA as the
Chief  Executive  Office  at the  rate of  forty-three  thousand  three  hundred
thirty-three (43,333) shares for each month that he renders service as the Chief
Executive  Officer of VINA.  On April 15,  2003,  VINA  granted Mr. West 520,000
shares of VINA  common  stock as payment  for  services  rendered to date as the
Chief  Executive  Officer.  Following  April 2003,  VINA plans to grant Mr. West
43,333  shares  of fully  vested  common  stock of VINA for each  month  that he
renders service as the Chief Executive Officer of VINA.

     Stanley E. Kazmierczak,  VINA's Vice President, Finance and Administration,
Chief Financial  Officer and Secretary,  is a party to an offer letter with VINA
dated May 24, 1999. Under the terms of the offer letter,  VINA agreed to pay Mr.
Kazmierczak an annual salary of $175,000.  Mr.  Kazmierczak  was also granted an

                                       7
<PAGE>

option to  purchase  393,000  shares of VINA common  stock at an exercise  price
equal to the fair  market  value  of the  VINA  common  stock on the date of the
grant. The option is immediately  exercisable and vests over a four-year period,
however, the purchased shares are subject to repurchase by VINA in the event Mr.
Kazmierczak's  service  terminates prior to the shares vesting.  In the event of
involuntary  termination  within twelve months  following a change in control of
VINA, Mr.  Kazmierczak will immediately vest in the greater of (i) the number of
the  shares  that would have  vested if Mr.  Kazmierczak  provided a total of 24
months of service  with VINA or (ii) the number of shares that would have vested
if Mr.  Kazmierczak  provided an additional  12 months of service  following the
date of the involuntary termination.

     C.  Reid  Thomas,  VINA's  Executive  Vice  President,  Sales  and  Product
Marketing,  is a party to an offer  letter with VINA dated April 7, 2000.  Under
the offer  letter,  VINA agreed to pay Mr.  Thomas an annual salary of $150,000.
The  offer  letter  also  provides  for  variable  compensation  in the  form of
commissions,  quarterly  bonuses,  an annual  bonus  targeted at  $150,000  upon
achievement of VINA's revenue target, and a $400 monthly car allowance. Pursuant
to the offer letter,  Mr. Thomas was also granted an option to purchase  280,000
shares of VINA common stock at an exercise  price equal to the fair market value
of VINA  common  stock on the  date of the  grant.  The  option  is  immediately
exercisable and vests over a four-year period, however, any purchased shares are
subject to  repurchase  by VINA in the event Mr.  Thomas'  service is terminated
prior to the shares  vesting.  In the event of  involuntary  termination  within
twelve months following a change in control of VINA, Mr. Thomas will immediately
vest in the  greater of (i) the number of the shares  that would have  vested if
Mr. Thomas provided a total of 24 months of service with VINA or (ii) the number
of shares that would have vested if Mr. Thomas  provided an additional 12 months
of service following the date of the involuntary termination.

     T. Diane Pewitt, VINA's Executive Vice President,  Operations,  was a party
to an offer  letter with VINA dated  January 21, 2000.  Under the offer  letter,
VINA  agreed to pay Ms.  Pewitt an annual  salary  of  $180,000  and an  initial
sign-on bonus in the amount of $25,000.  The offer letter also provides that Ms.
Pewitt was eligible to receive an  additional  target bonus of 25% of her salary
based on achievement of corporate and strategic goals and  objectives.  Pursuant
to the offer letter,  Ms. Pewitt was also granted an option to purchase  350,000
shares of VINA common stock at an exercise  price equal to the fair market value
of VINA common  stock on the later of the date of the grant or the first date of
employment.  The option is  immediately  exercisable  and vests over a four-year
period,  however,  any purchased shares are subject to repurchase by VINA in the
event Ms. Pewitt's service is terminated prior to the shares vesting. Ms. Pewitt
resigned as Vice President,  Operations of VINA on July 12, 2002.  Following her
resignation,  Ms. Pewitt entered into a settlement agreement and general release
with VINA  pursuant  to which Ms.  Pewitt  was paid a lump sum of  $100,000  for
settlement  and  release of all claims in  connection  with her  termination  of
employment.

     Thomas J. Barsi, VINA's Vice President,  Business Development and Marketing
Communications,  was a party to an offer  letter  with VINA  dated July 1, 1996.
Under the  offer  letter,  VINA  agreed  to pay Mr.  Barsi an  annual  salary of
$100,000. The offer letter also provides that Mr. Barsi is eligible to receive a
$70,000  bonus upon  delivering  a bona fide letter of intent from  Pacific Bell
during 1996 for a volume  purchase from VINA in 1997.  The offer letter  further
provides that Mr. Barsi will be eligible for two additional $30,000 bonuses, one
for each bona fide letter of intent he delivers from  customers  approved in the
board top ten list during 1996 for a volume purchase from VINA in 1997. Pursuant
to the offer  letter,  Mr. Barsi was also  granted an option to purchase  40,000
shares of VINA  common  stock,  subject  to  repurchase,  at price of $0.001 per
share. Mr. Barsi resigned as Vice President,  Business Development and Marketing
Communications  on January 27, 2003. In  connection  with his  resignation,  Mr.
Barsi  entered into a Settlement  Agreement  and Release  pursuant to which VINA
agreed to pay Mr.  Barsi  $60,000 and  accelerated  the vesting of options  that
would have vested  between  January 29, 2003 and July 29, 2003 and agreed to pay
expenses for COBRA medical benefits coverage through July 31, 2003.

     Darrell R. Furlong,  VINA's Vice President,  Engineering,  is a party to an
offer letter with VINA dated  September 24, 2001.  Under the offer letter,  VINA
agreed to pay Mr. Furlong an annual salary of $172,500. In addition, Mr. Furlong
was also granted an option to purchase 325,400 shares of VINA common stock at an
exercise  price equal to the fair market  value of the VINA common  stock on the
date of the  grant.  The  option is  immediately  exercisable  and vests  over a
four-year  period,  however,  any purchased  shares are subject to repurchase by
VINA in the  event  Mr.Furlong's  service  is  terminated  prior  to the  shares
vesting.  Subsequent to the offer letter, VINA has also agreed that in the event
of involuntary termination within twelve months following a change in control of
VINA, Mr. Furlong will  immediately vest in the greater of (i) the number of the
shares  that would have vested if Mr.  Furlong  provided a total of 24 months of
service  with VINA or (ii) the number of shares  that  would have  vested if Mr.

                                       8
<PAGE>

Furlong  provided an additional  12 months of service  following the date of the
involuntary termination.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee of the Board of Directors consists of Jeffrey M.
Drazan and Philip J. Quigley. Until April 1, 2002, Mr. Bauman was a
non-voting member of the Compensation Committee. No interlocking relationship
exists between the Board of Directors or Compensation Committee and the Board of
Directors or Compensation Committee of any other entity, nor has any
interlocking relationship existed in the past.

                    REPORT OF THE VINA COMPENSATION COMMITTEE
               OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

     This report on  executive  compensation  is  provided  by the  Compensation
Committee  (the  "Compensation  Committee")  of the Board of Directors to assist
stockholders in  understanding  their  objectives and procedures in establishing
the compensation of VINA's  executive  officers and describes the basis on which
2002 compensation  determinations were made by the Compensation  Committee.  The
Compensation  Committee is comprised of two  non-employee  directors.  In making
their determinations, the Compensation Committee relied, in part, on independent
surveys  and  public   disclosures   of   compensation   of  management  in  the
telecommunications equipment industry.

Compensation Philosophy and Objectives

The  Compensation  Committee  believes  that  compensation  of VINA's  executive
officers should:

     o    Encourage  creation of stockholder  value and achievement of strategic
          corporate objectives.

     o    Integrate  compensation  with VINA's  annual and  long-term  corporate
          objectives  and  strategy,   and  focus  executive   behavior  on  the
          fulfillment of those objectives.

     o    Provide a competitive total compensation  package that enables VINA to
          attract and retain, on a long-term basis, high caliber personnel.

     o    Provide total  compensation  opportunity that is competitive  based on
          prevailing  practices for the industry,  taking into account  relative
          company  size,   performance  and  geographic   location  as  well  as
          individual responsibilities and performance.

     o    Align  the  interests  of  management  and  stockholders  and  enhance
          stockholder value by providing management with longer-term  incentives
          through equity ownership by management.

     o    Provide  fair  compensation   consistent  with  internal  compensation
          programs.

Key Elements of Executive Compensation

     The  compensation  of  executive  officers  is  based on  VINA's  financial
performance,  VINA's achievement of certain business  objectives,  including the
closing  of  acquisitions  of  businesses  and  technologies  that may expand or
enhance  VINA's  existing  business,  the  achievement  of  product  development
milestones,  as well as individual  contribution  and  achievement of individual
business  objectives by each executive  officer.  VINA's executive  compensation
structure  for  executive  officers  currently  includes a  combination  of base
salary, bonus, and stock options.

     Base  Salary.   Salary   determinations   are  largely  determined  through
comparisons with companies of similar size, market  capitalization or complexity
in the  telecommunications  equipment  industry.  Actual  salaries  are based on
individual performance  contributions within a competitive salary range for each
position that is  established  through job  evaluation of  responsibilities  and
market  comparisons.  The Compensation  Committee  reviews salaries on an annual

                                       9
<PAGE>

basis and may adjust each  executive  officer's  salary  based on the  officer's
performance,  responsibilities,  and any changes in the median  salary levels of
comparable companies.

     Bonus.  The  Compensation  Committee  has  established  a  bonus  plan  for
executive  officers of VINA in order to  motivate  executives  to reach  certain
financial targets and corporate goals. The Compensation Committee meets annually
to review and approve  bonuses  for  officers  for the prior  year.  Bonuses are
determined by a formula based on the  achievement of specific  revenue goals and
operating margin targets for the fiscal year. The bonuses may be awarded in cash
and/or stock options.

     Stock  Options.  Long-term  incentives  are provided by VINA's stock option
plan. The Compensation Committee believes that by granting executive officers an
opportunity to obtain and increase  personal  ownership of VINA stock,  the best
interests of the  stockholders  and executives will be more closely  integrated.
Initial grants of stock are generally made to eligible  executives and employees
upon  commencement  of  employment  as part of their offer  letters based on the
executive's salary, responsibilities, and position in VINA. Additional grants of
options  are   determined   based  upon  the  individual   executive   officer's
performance,  level of responsibility and competitive  compensation practices in
the industry.

     Other  Elements.   Other  elements  of  executive  compensation  include  a
company-wide  medical/dental/vision/life  insurance  benefits and the ability to
defer compensation  pursuant to a 401(k) plan. The 401(k) permits,  but does not
require, additional matching contributions by VINA on behalf of all participants
in the 401(k) plan. VINA did not make any matching  contributions in fiscal year
2002 under the 401(k) plan.

Chief Executive Officer Compensation

     The annual salary of Steven M. Bauman,  VINA's  former  President and Chief
Executive Officer was $240,000 during fiscal year 2002. Mr. Bauman's base salary
was established  pursuant to his offer letter in August 1999 at $200,000 and was
reviewed annually by the Compensation  Committee.  Mr. Bauman's salary was based
upon a combination of factors including prior experience,  breadth of knowledge,
and  review  of  independent  industry  surveys  of  compensation  paid to chief
executive  officers of  comparable  companies.  Mr.  Bauman was also eligible to
receive a bonus up to 50% of his base salary based on the achievement of certain
performance  measurement  goals  including  VINA's (i) revenue growth target and
(ii) operating margin target for the fiscal year. Mr. Bauman was a member of the
Board of Directors,  and was a non-voting member of the Compensation  Committee,
but  did  not  participate  in  matters  involving  the  evaluation  of his  own
performance or the setting of his own compensation. Mr. Bauman resigned from his
position as an executive officer and member of the Board of Directors of VINA on
April 1, 2002 but remained as an employee of VINA until April 30, 2002.

     The annual salary of W. Michael West,  VINA's Chief  Executive  Officer was
$360,000  during fiscal year 2002 of which Mr. West agreed to receive $21,667 of
his monthly cash compensation in the form fully vested common stock of VINA at a
rate of 43,333 shares for each month of service he provides to VINA as the Chief
Executive Officer. Mr. West's salary and compensation  structure was established
by the Compensation  Committee and will be reviewed annually by the Compensation
Committee.  Mr.  West's  salary  and  compensation  structure  was based  upon a
combination  of factors  including  prior  experience,  past  services  to VINA,
breadth of knowledge, and review of independent industry surveys of compensation
paid to chief  executive  officers  of  comparable  companies.  Mr. West is also
Chairman of the Board of Directors.

     VINA's  policy is  generally  to  qualify  compensation  paid to  executive
officers for  deductibility  under Section 162(m) of the Internal  Revenue Code.
However,  VINA  reserves the  discretion  to pay  compensation  to its executive
officers that may not be deductible.

                                                Compensation Committee
                                                Jeffrey M. Drazan
                                                Philip J. Quigley




                                       10
<PAGE>


                       VINA STOCK PRICE PERFORMANCE GRAPH

     VINA's common stock began trading on the Nasdaq  National  Market on August
10,  2000.  On  September  20,  2002,  the  trading of VINA's  common  stock was
transferred from the Nasdaq National Market to the Nasdaq SmallCap  Market.  The
price information reflected for VINA's common stock in the following performance
graph and  accompanying  table represents the closing sales prices of the common
stock for the period of August 31, 2000,  December  29, 2000,  December 31, 2001
and December 31, 2002.  The graph  illustrates  a comparison  of the  cumulative
total stockholder return of VINA's common stock with the CRSP Total Return Index
for the Nasdaq Telecommunications Stocks (the "Nasdaq Telecommunications Index")
and the CRSP  Total  Return  Index  for the  Nasdaq US Stocks  (the  "Nasdaq  US
Index"),  assuming  an  investment  of  $100 in each on  August  31,  2000.  The
comparisons  in the graph and table are required by the  Securities and Exchange
Commission  and are not  intended to forecast  or to be  indicative  of possible
future performance of VINA's common stock.

      Comparison of Cumulative Total Return Among VINA Technologies, Inc.,
            the Nasdaq US Index, and Nasdaq Telecommunications Index

                               [Performance Graph]


                                                Nasdaq            Nasdaq
                                                  US        Telecommunications
Measurement Period               VINA            Index            Index

8/31/00 ..................... $   100.00     $   100.00       $   100.00
12/29/00 ....................      17.57          58.26            56.18
12/31/01 ....................       6.49          46.23            37.61
12/31/02 ....................       1.08          32.02            17.33




                                       11
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain  information as of March 31, 2003 as
to shares of the Common  Stock  beneficially  owned by:  (i) each  person who is
known by the Company to own beneficially  more than 5% of the Common Stock, (ii)
each of the Company's directors,  (iii) each of the Company's executive officers
named under "Executive  Compensation--Summary  Compensation Table," and (iv) all
directors  and  executive  officers  of  the  Company  as  a  group.   Ownership
information is based upon information furnished by the respective individuals or
entities, as the case may be.
<TABLE>
<CAPTION>

                                                                      Shares      Percentage
                                                                   Beneficially  Beneficially
                                                                     Owned (1)    Owned (1)
                                                                     ---------    ---------
<S>                                                       <C> <C>    <C>            <C>
Entities affiliated with London Pacific Assurance Limited (2) (3)    2,230,116      3.6%
Entities affiliated with Sierra Ventures V, L.P. (4) (5) ........   38,521,749     56.2%+
Joshua W. Soske (6) .............................................    1,766,841      2.8%
W. Michael West (7) .............................................    1,841,015      2.9%
Jeffrey M. Drazan (8) ...........................................   38,805,727     56.6%+
Steven M. Bauman (9) ............................................      759,742      1.2%
Stanley E. Kazmierczak (10) .....................................      662,000      1.1%
C. Reid Thomas (11) .............................................      593,198      1.0%
John F. Malone (12) .............................................      195,500        *
Philip J. Quigley (13) ..........................................      356,563        *
Paul Scott (14) .................................................       37,500        *
Thomas J. Barsi (15) ............................................      450,833        *
Darrell R. Furlong (16) .........................................      375,400        *
T. Diane Pewitt (17) ............................................      351,841        *
All directors and executive officers as a group (13 persons) ....   46,395,138     65.0%
</TABLE>

----------------

*    Less than 1%.

+    On October 17, 2001, Mr. Jeffrey M. Drazan,  Sierra  Ventures VII, L.P. and
     Sierra Ventures  Associates VII, LLC, and several of their  affiliates that
     own shares of common stock,  entered into a  stockholders'  agreement  with
     VINA, which generally  restricts the discretionary  voting of more than 35%
     of VINA's  outstanding  shares of common  stock by Sierra  Ventures and its
     affiliates until October 19, 2011.

(1)  To VINA's  knowledge,  the persons  named in the table have sole voting and
     investment  power  with  respect  to all  shares of common  stock  shown as
     beneficially  owned by them,  subject  to  community  property  laws  where
     applicable and the information contained in the notes to this table.

(2)  The address of the principal place of business of London Pacific  Assurance
     Limited is Minden  House,  6 Minden  Place,  St.  Helier,  Jersey,  Channel
     Islands.

(3)  According to Schedule 13G dated February 4, 2003, filed jointly by Berkeley
     International Capital Limited ("BICL") and London Pacific Assurance Limited
     ("LPAL"),  BICL and LPAL own collectively  2,230,116 shares.  LPAL and BICL

                                       12
<PAGE>

     are the beneficial  owners and share sole dispositive and voting power for,
     2,230,116 shares.

(4)  The address of the principal  place of business of Sierra  Ventures V, L.P.
     is 2884 Sand Hill Road, Suite 100, Menlo Park, California 94025.

(5)  According  to Schedule 13D dated March 31,  2003,  filed  jointly by Sierra
     Ventures V, L.P.,  SV Associates  V, L.P.  Sierra  Ventures VI, L.P. and SV
     Associates VI, L.P.,  Sierra Ventures V, L.P. and SV Associates V, L.P. own
     collectively   8,591,484  shares  and  Sierra  Ventures  VI,  L.P.  and  SV
     Associates VI, L.P. own collectively  1,621,506 shares.  Sierra Ventures V,
     L.P. and SV Associates V, L.P. are currently the beneficial  owners of, and
     share voting and dispositive power for,  8,591,484 shares.  Sierra Ventures
     VI, L.P. and SV Associates VI, L.P. are currently the beneficial owners of,
     and share voting and dispositive power for, 1,621,506 shares. Also includes
     72,922  shares  held by SV  Associates  VI,  as  nominee  for  its  general
     partners;  21,061,317  shares and  6,085,000  shares  subject  to  warrants
     exercisable  within 60 days of March 31, 2003 held by Sierra  Ventures VII,
     L.P.; and 874,520 shares and 215,000 shares subject to warrants exercisable
     within 60 days of March 31, 2003 held by Sierra  Ventures  Associates  VII,
     LLC, as nominee for its members.

(6)  Includes  323,157 shares subject to options  exercisable  within 60 days of
     March 31, 2003. Also includes 825,986 shares held by the Joshua and Kristen
     Rogers Soske Intervivos Trust.

(7)  Includes  400,000 shares subject to options  exercisable  within 60 days of
     March 31, 2003. Also includes 75,000 shares subject to warrants exercisable
     within 60 days of March 31, 2003 and  234,765  shares held by The West 1991
     Revocable  Trust and 100,000  shares held by W.  Michael West and Sandra K.
     West.  Does not include 520,000 shares of fully vested common stock granted
     to Mr.  West on April  15,  2003 for  services  rendered  as  VINA's  chief
     executive  officer  from April 2002 to April 2003  pursuant  to Mr.  West's
     agreement with VINA (described above).

(8)  Includes  115,000 shares subject to options  exercisable  within 60 days of
     March 31,  2003.  Also  includes  21,061,317  shares and  6,085,000  shares
     subject to  warrants  exercisable  within 60 days of March 31, 2003 held by
     Sierra  Ventures VII, L.P. and 874,520 shares and 215,000 shares subject to
     warrants  exercisable  within  60 days of March  31,  2003  held by  Sierra
     Ventures  Associates  VII,  LLC, as nominee for its members.  Also includes
     8,591,484  shares held by Sierra Ventures V, L.P. and 1,621,506 shares held
     by Sierra  Ventures VI, L.P. and 72,922 shares held by SV Associates VI, as
     nominee for its general partners. Jeffrey M. Drazan is a general partner of
     SV Associates V, L.P.  which is the general  partner of Sierra  Ventures V,
     L.P.,  a general  partner of SV  Associates  VI, L.P.  which is the general
     partner of Sierra  Ventures VI, L.P.,  and is a manager of Sierra  Ventures
     Associates  VII, LLC which is the general  partner of Sierra  Ventures VII,
     L.P. He is also a director of VINA.  Other than 47,286  shares  owned by SV
     Associates  VI, as nominee for its  general  partners,  413,786  shares and
     100,000 shares subject to warrants  exercisable within 60 days of March 31,
     2003 held by Sierra  Ventures  Associates  VII,  LLC,  as  nominee  for its
     members.  Mr. Drazan disclaims  beneficial  ownership of the shares held by
     the  Sierra  Ventures  entities,  except  to the  extent  of his  pecuniary
     interest in these shares.

(9)  Includes  75,000 shares subject to warrants  exercisable  within 60 days of
     March 31, 2003 and 584,742  shares held by Steven M. & Ina U. Bauman Trust,
     and 100,000 shares held by Mr. Bauman's adult children. Mr. Bauman resigned
     from his  positions  as an  executive  officer  of VINA and a member of the
     Board of Directors on April 1, 2002.

(10) Includes  269,000 shares subject to options  exercisable  within 60 days of
     March  31,  2003.   Also  includes  20,000  shares  held  by  The  Christin
     Kazmierczak  Grantor  Retained Annuity Trust and 20,000 shares owned by The
     Stanley Kazmierczak Grantor Retained Annuity Trust.

(11) Includes  520,000 shares subject to options  exercisable  within 60 days of
     March 31, 2003. Also includes 15,000 shares subject to warrants exercisable
     within 60 days of March 31, 2003.

                                       13
<PAGE>

(12) Represents 195,000 shares subject to options  exercisable within 60 days of
     March 31, 2003.

(13) Includes  115,000 shares subject to options  exercisable  within 60 days of
     March 31, 2003.  Also includes  154,107  shares held by the Quigley  Family
     Trust.  Mr.  Quigley is the Trustee of the Quigley  Family Trust,  and is a
     director of VINA. Mr. Quigley disclaims  beneficial ownership of the shares
     held by the Quigley Family Trust.

(14) Represents 37,500 shares subject to options  exercisable  within 60 days of
     March 31, 2003.

(15) Includes  221,333 shares subject to options  exercisable  within 60 days of
     March 31, 2003. Mr. Barsi resigned as Vice President,  Business Development
     and Marketing Communications of VINA on January 27, 2003.

(16) Includes  375,400 shares subject to options  exercisable  within 60 days of
     March 31, 2003.

(17) Ms. Pewitt resigned as Vice President, Operations of VINA on July 12, 2002.

Item 13. Certain Relationships and Related Transactions

     In  February  2003,  Julie M.  Cotton and VINA  entered  into a  settlement
agreement  and release  pursuant to which Ms.  Cotton's  position as VINA's Vice
President,  Human Resources was terminated effective March 14, 2003. Pursuant to
the settlement agreement,  VINA agreed to pay Ms. Cotton salary in the aggregate
amount of $56,664  over a four month  period and agreed to pay up to 100% of Ms.
Cotton's  health  care  premiums  through  April 30,  2003.

     In September 2001,  VINA loaned $168,750 to Julie M. Cotton,  VINA's former
Vice President,  Human Resources. The loan and was originally due and payable in
September  2004 with interest at a rate of 3.94% per annum.  In connection  with
Ms.  Cotton's  termination  of  employment on March 14, 2003 and pursuant to the
terms of the loan,  the unpaid  principal  balance  of the loan and all  accrued
interest is due and payable on March 14, 2009.

     VINA has  entered  into  indemnification  agreements  with each of the it's
officers and directors.

     VINA has granted  options to purchase Common Stock to the it's officers and
directors.

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K


  Exhibit
  Number                      Description of Document
  ------                      -----------------------

   99.1   Chief Executive Officer  Certification  pursuant to 18 U.S.C.  Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.

   99.2   Chief Financial Officer  Certification  pursuant to 18 U.S.C.  Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.


                                       14
<PAGE>


                                   SIGNATURES


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

                                   VINA TECHNOLOGIES, INC.
Date:    April 30, 2003
                                          /s/ STANLEY E. KAZMIERCZAK
                                   ----------------------------------------
                                            Stanley E. Kazmierczak
                                            Chief Financial Officer




                                       15
<PAGE>


                                 CERTIFICATIONS



     I, W. Michael West, certify that:

     1. I have reviewed  this  Amendment No. 1 to the annual report on Form 10-K
of VINA Technologies, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: April 30, 2003

By:     /s/ W. Michael West
      -------------------
      W. Michael West
      Chief Executive Officer
      (Principal Executive Officer)


                                       16
<PAGE>


     I, Stanley E. Kazmierczak, certify that:

     1. I have reviewed  this  Amendment No. 1 to the annual report on Form 10-K
of VINA Technologies, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: April 30, 2003

By:     /s/ Stanley E. Kazmierczak
      --------------------------
      Stanley E. Kazmierczak
      Chief Financial Officer
      (Principal Financial and Accounting Officer)


                                       17
<PAGE>

                                  EXHIBIT INDEX


 Exhibit
  Number                      Description of Document
  ------                      -----------------------

   99.1   Chief Executive Officer  Certification  pursuant to 18 U.S.C.  Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.

   99.2   Chief Financial Officer  Certification  pursuant to 18 U.S.C.  Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.




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