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

                                   FORM 10-K/A
     (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, 2001

                                       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: 0-31093

                             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. [ ]

     The aggregate  market value of Common Stock held by  non-affiliates  (based
upon the closing sale price on the Nasdaq National Market on April 12, 2002) was
approximately  $6,969,593. As of April 12, 2002, there were 62,251,771 shares of
Common Stock, $0.0001 per share par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.



<PAGE>




                                Explanatory Note

     On April 1, 2002,  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, 2001 (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  2002  VINA  Annual  Stockholders'
Meeting,  which VINA  anticipated  filing on or before April 30, 2002. 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, 2002. Steven M. Bauman,  our
former Chief  Executive  Officer and  President  and a director,  resigned as an
executive  officer and from the Board of  Directors  on April 1, 2002.  Frank J.
Marshall  resigned  as a director  in April  2001.  Mr.  Marshall's  resignation
created a vacancy on the Board of  Directors  that was  filled by the  remaining
directors with the appointment of Paul Scott as a director in September 2001.

Class I - Term Expiring at the 2004 Annual Meeting

     Jeffrey M. Drazan,  age 43, has served as a director  since June 1996.  Mr.
Drazan has been a General  Partner of Sierra  Ventures  since 1984. He currently
serves on the board of directors of Evolve Software, Inc.

     Paul Scott,  age 48, has served as a director  since  September  2001.  Mr.
Scott  has  been   Senior  Vice   President   of   Worldwide   Sales  of  Nuance
Communications,  Inc.  since  February  2000.  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 42,  has served as a  director  since the  Company's
inception  and  was one of the  Company's  founders.  Mr.  Soske  served  as the
Company'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 2002 Annual Meeting

     John F. Malone,  age 54, 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 51, 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  Interim  Chief  Executive  Officer  of the  Company.  He  served as

                                       2
<PAGE>

Executive Vice 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.  Mr. West currently
serves as a director of Media Arts Group, Inc.

Class III -Term Expiring at the 2003 Annual Meeting

     Philip J. Quigley,  age 59, 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 Interim  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, 2002:

     Steven M.  Bauman,  age 57, has served as our  President,  Chief  Executive
Officer  and as a director  since  August  1999.  On April 1, 2002,  Mr.  Bauman
resigned  his  positions  as an  executive  officer and a member of our Board of
Directors.  Mr.  Bauman was a principal at  GeoPartners  Research,  a Cambridge,
Massachusetts-based  consultancy  from February 1998 to August 1999. He was Vice
President/General  Manager,  Network Systems Division and then Vice President of
Virtual Private  Networks of 3Com, a supplier of network  systems,  from October
1995 to February  1998.  Mr.  Bauman was Vice  President  and  General  Manager,
Software Group, Farallon  Communications (now Netopia) from 1993 until September
1995.

     Stanley E. Kazmierczak,  age 41, 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.

     Thomas  J.  Barsi,  age 34,  has  served  as our Vice  President,  Business
Development  and Marketing  Communications  since July 2001. Mr. Barsi served as
our Vice President,  Business  Development  from December 1999 to July 2001, our
Director  of Sales  from  January  1999 to  December  1999 and our  Director  of
Marketing  from July 1996 to January 1999.  Prior to joining us, he was Director
of Marketing  responsible for the product line of high-end business products for
Pacific  Bell  Internet  from June 1995 to July  1996 and a product  manager  at
Pacific Bell Internet from September 1994 to June 1995.

     Julie P. Cotton, age 55, has served as our Vice President,  Human Resources
since June 2000. Ms. Cotton was Vice President, Human Resources at Pilot Network
Services, an Internet security company, from April 1999 to June 2000. She worked
as a management  consultant  from April 1998 to April 1999.  Ms. Cotton was also
Director of Organizational  Effectiveness for Applied Materials,  a manufacturer
of semiconductor capital equipment,  from October 1995 to April 1998. For a year
prior  to  her  position  with  Applied  Materials,  Ms.  Cotton  worked  as  an
independent consultant.

     Darrell R. Furlong,  age 44, 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.

                                       3
<PAGE>

     T.  Diane  Pewitt,  age 45,  has served as our  Executive  Vice  President,
Operations  since  September  2001.  Ms.  Pewitt  served as our  Executive  Vice
President,  Operations and Research  Development from March 2001 until September
2001 and our Vice  President,  Operations  from March 2000 until March 2001. She
served as Vice President of Messaging for the service  provider line of business
for Lucent  Technologies  from June 1999 to March  2000.  She also served as the
Vice President of Operations for Lucent  Technologies'  Octel Messaging Division
from January 1998 to June 1999.  Ms. Pewitt was also Director of Operations  for
Lucent from June 1994 to January 1998.

     C. Reid Thomas,  40, 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  2001  except  the
following  individuals  failed to file timely  reports for such fiscal year: Mr.
Barsi did not report 6,000 shares sold in February 2001 on a timely filed Form 4
report but the sale was reported on an amended Form 4 filed in March 2001.

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, 2001,  2000 and 1999,
of (i) our  Chief  Executive  Officer  and  (ii)  our  five  other  most  highly
compensated  executive  officers  whose total annual salary and bonus for fiscal
year 2001 exceeded $100,000 (the "Named Officers").

                                       4
<PAGE>

                           Summary Compensation Table

                               Annual Compensation
<TABLE>

<CAPTION>
                                                                                             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>
Steven M. Bauman (2)....................  2001     $ 240,000  $       -  $         -                 -        $       -
     President and Chief Executive        2000       200,000     35,417            -         2,034,000                -
     Officer                              1999        71,279    100,000            -                 -                -

Stanley E. Kazmierczak (3)..............  2001       185,000          -            -                 -          162 (4)
     Vice President, Finance and          2000       175,000     52,500            -           612,000                -
     Administration, Chief Financial      1999        84,247          -            -                 -                -
     Officer and Secretary

Thomas J. Barsi.........................  2001       170,000          -            -                 -          114 (5)
     Vice President, Business             2000       160,191     48,000            -           268,000                -
     Development and Marketing            1999       113,995     54,614            -                 -                -
     Communications

C. Reid Thomas (6)......................  2001       190,592          -   139,424(7)                 -          135 (9)
     Executive Vice President, Sales      2000       104,616     85,686    77,830(8)           440,000                -
     and Product Marketing

T. Diane Pewitt (10)....................  2001       199,679          -            -                 -         288 (11)
     Executive Vice President,            2000       144,577     65,500            -           574,000                -
     Operations

Joshua W. Soske (12)....................  2001   214,867(13)          -            -                 -       36,191(14)
     Executive Vice President and Chief   2000       183,333     55,000            -           496,000                -
     Technical Officer                    1999       175,000          -            -                 -                -

</TABLE>

----------------
(1)  Includes amounts paid pursuant to VINA's bonus plan.
(2)  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 the  Company  but will  remain as an  employee of the Company
     until April 30, 2002.
(3)  Mr. Kazmierczak joined VINA in June 1999.
(4)  Represents  amount  paid  by VINA  for  life  insurance  on  behalf  of Mr.
     Kazmierczak.
(5)  Represents amount paid by VINA for life insurance on behalf of Mr. Barsi.
(6)  Mr. Thomas joined VINA in April 2000.
(7)  Represents amount earned as sales commission by Mr. Thomas.
(8)  Represents payments made for relocation allowances on behalf of Mr. Thomas.
(9)  Represents amount paid by VINA for life insurance on behalf of Mr. Thomas.
(10) Ms. Pewitt joined VINA in March 2000.
(11) Represents amount paid by VINA for life insurance on behalf of Ms. Pewitt.
(12) Mr. Soske  resigned  from his  position as an executive  officer of VINA in
     July 2001.
(13) Includes $92,500 paid to Mr. Soske in connection with his resignation as an
     executive officer of VINA.
(14) Represents  $36,089 paid to Mr. Soske for consulting  services  pursuant to
     his  independent  contractor  agreement  with  VINA and $102  paid for life
     insurance by VINA on behalf of Mr. Soske.


                                       5
<PAGE>


         The following tables set forth certain information as of December 31,
2001, 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 2001                         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
                                       Options     Employees in       Exercise
                                       Granted     Fiscal Year        Price     Expiration
          Name                          (#)(1)         (2)           ($/Sh)(3)   Date (4)          5% ($)          10% ($)
------------------------------------ ------------- ------------- ------------ ------------- --------------- ----------------

<S>                                     <C>          <C>           <C>          <C>  <C>        <C>              <C>
Steven M. Bauman..................      124,000       2.2%          $1.563       3/27/11         $121,887         $308,886

Stanley E. Kazmierczak............       74,000       2.2            1.563       3/27/11           72,739          184,335
                                         50,000                      1.030       8/06/11           32,388           82,077
Thomas J. Barsi...................       48,000       1.8            1.563       3/27/11           47,182          119,568
                                         50,000                      1.030       8/06/11           32,388           82,077
C. Reid Thomas....................       50,000       1.8            1.563       3/27/11           49,148          124,550
                                         50,000                      1.030       8/06/11           32,388           82,077
T. Diane Pewitt...................      124,000       3.1            1.563       3/27/11          121,887          308,886
                                         50,000                      1.030       8/06/11           32,388           82,077
Joshua W. Soske...................        6,000       0.1            1.563       3/27/11            5,897           14,946

</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.  Of the  options  granted in 2001,  24,000  options
     granted to Mr. Bauman,  24,000 options granted to Mr.  Kazmierczak,  18,000
     options  granted to Mr.  Barsi,  24,000  options  granted to Ms. Pewitt and
     6,000  options  granted  to Mr.  Soske  were  granted  pursuant  to  VINA's
     executive  bonus plan and vest in full on the  seventh  anniversary  of the
     date of grant.

(2)  In 2001,  VINA granted  employees,  directors  and  consultants  options to
     purchase 6,570,934 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
<PAGE>
                 Aggregate Option Exercises in Last Fiscal Year
                         And 2001 Year End Option Values
<TABLE>

<CAPTION>

                                                                         Number of Securities
                                                                        Underlying Unexercised    Value of Unexercised
                                                                             Options at          In-the-Money Options at
                                                                        December 31, 2001 (#)     December 31, 2001 ($)(3)
                                                                            Exercisable/             Exercisable/
      Name                  Shares Acquired          Value                 Unexercisable            Unexercisable
      ----                  on Exercise (#)(1)     Realized ($)(2)        ---------------           -------------
                            ------------------     ---------------
<S>                             <C>                    <C>                <C>       <C>             <C>      <C>
Steven M. Bauman .............       0                      0              1,584,000/0               $290,400/0

Stanley E. Kazmierczak........       0                      0                219,000/0                 15,300/0

Thomas J. Barsi ..............       0                      0                268,500/0                 67,595/0

C. Reid Thomas ...............       0                      0                440,000/0                 10,500/0

T. Diane Pewitt ..............       0                      0                224,000/0                 10,500/0

Joshua W. Soske .............. 320,000               $380,800                610,200/0                183,928/0

</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, 2001 ($1.24 per share) minus the exercise price.

Compensation Arrangements

     Steven M.  Bauman,  the  Company'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
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 the Company on April 1, 2002 but will
remain  as an  employee  of the  Company  until  April  30,  2002.  The  Company
anticipates  entering into a severance  agreement  with Mr. Bauman in connection
with his  resignation  pursuant  to which Mr.  Bauman will  immediately  vest in
options  equal to the number of shares that would have vested if he had provided
an  additional  eight months of service to the Company from April 30, 2002.  Mr.
Bauman will have until  December  31, 2002 to exercise  any vested  options.  In
addition,  the Company  anticipates  paying Mr. Bauman an aggregate eight months
salary  equal to  $160,000  and will pay  expenses  for COBRA  medical  benefits
coverage for one year in connection with his resignation.

     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
option to purchase  393,000 shares of Common Stock at an exercise price equal to
the fair market value of the 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

                                       7
<PAGE>

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 Common  Stock at an exercise  price equal to the fair market  value of
the 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, is 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
is 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 Common  Stock at an  exercise  price  equal to the fair  market  value of the
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.  In the
event of  involuntary  termination  within twelve  months  following a change in
control of VINA,  Ms.  Pewitt  will  immediately  vest in the greater of (i) the
number of the shares that would have vested if Ms. Pewitt provided a total of 24
months of service  with VINA or (ii) the number of shares that would have vested
if Ms. Pewitt provided an additional 12 months of service  following the date of
the involuntary termination.

     Thomas J. Barsi, VINA's Vice President,  Business Development and Marketing
Communications,  is 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 Common Stock, subject to repurchase,  at price of $0.001 per share. In
the event of involuntary  termination within twelve months following a change in
control of VINA,  Mr.  Barsi  will  immediately  vest in the  greater of (i) the
number of the shares that would have vested if Mr. Barsi  provided a total of 24
months of service  with VINA or (ii) the number of shares that would have vested
if Mr. Barsi  provided an additional 12 months of service  following the date of
the involuntary termination.

     Joshua M. Soske is a party to a settlement  agreement and release with VINA
dated  August 27,  2001  pursuant to which Mr.  Soske  agreed to resign from his
position  as  VINA's  Executive  Vice  President  effective  July 16,  2001.  In
connection with the settlement agreement,  Mr. Soske entered into an independent
contractor  agreement  with VINA in July 2001.  In connection  with Mr.  Soske's
resignation,  VINA  paid Mr.  Soske an  aggregate  six  months  salary  equal to
$92,500, accelerated the vesting of options to purchase 200,000 shares of Common
Stock  granted  to Mr.  Soske on May 5, 1998,  and  accelerated  the  vesting of
additional options to purchase 730,200 shares of Common Stock which were granted
to Mr. Soske after May 5, 1998.  Any options not vested as of the effective date
of the  settlement  agreement  expired and any vested  options will expire three
months  after the  termination  of the  independent  contractor  agreement.  The
settlement agreement also provides that the consideration  received by Mr. Soske
represents  settlement  in full of all  outstanding  obligations  VINA  may have
towards Mr. Soske,  and Mr. Soske agrees to release VINA from any and all claims
related to his employment  with VINA. The independent  contractor  agreement Mr.

                                       8
<PAGE>

Soske entered into in connection with the settlement agreement provides that Mr.
Soske will  provide  consulting  services on all  aspects of VINA's  business as
requested to do so by VINA from July 17, 2001 to January 16, 2002 and thereafter
on a month to month basis unless otherwise  terminated  pursuant to the terms of
the independent contractor agreement.  Mr. Soske was paid a total of $36,089 for
consulting services under the independent contractor agreement in 2001.

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.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain  information as of March 31, 2002 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>
Entities affiliated with London Pacific Assurance Limited (2) (3)    3,044,402      4.9%
Entities affiliated with Sierra Ventures V, L.P. (4) (5) ........   38,521,749     56.2%+
Steven M. Bauman (6) ............................................    2,343,742      3.7%
Joshua W. Soske (7) .............................................    1,759,341      2.8%
W. Michael West (8) .............................................    1,616,015      2.6%
Jeffrey M. Drazan (9) ...........................................   38,798,227     56.5%+
John F. Malone (10) .............................................      187,500        *
Philip J. Quigley (11) ..........................................      349,063        *
Paul Scott (12) .................................................       30,000        *
Stanley E. Kazmierczak (13) .....................................      612,000        *
Thomas J. Barsi (14) ............................................      560,000        *
C. Reid Thomas (15) .............................................      508,198        *
T. Diane Pewitt (16) ............................................      575,841        *
All directors and executive officers as a group (12 persons) ....   47,992,493     70.6%

</TABLE>

----------------
                                       9
<PAGE>

*    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 the Company's  outstanding shares of Common Stock by Sierra Ventures and
     its affiliates until October 19, 2011.

(1)  To the Company'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  January 9, 2002,  filed  jointly by London
     Pacific  Life  &  Annuity  Company  ("LPLAC"),  LPIMC  Insurance  Marketing
     Services ("LPIMC"),  Berkeley  International Capital Limited ("BICL"),  and
     London Pacific Assurance Limited ("LPAL"),  LPLAC, LPIMC, BICL and LPAL own
     collectively  3,044,402 shares. LPLAC is the beneficial owner of, with sole
     dispositive and voting power for,  535,715 shares.  LPIMC is the beneficial
     owner of, with sole dispositive and voting power for, 100,000 shares.  BICL
     is the  beneficial  owner of, with sole  dispositive  and voting power for,
     178,571 shares.  LPAL is the beneficial owner of, with 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 3000 Sand Hill Road,  Building Four,  Suite 210, Menlo Park,  California
     94025.

(5)  According to Schedule 13G dated February 14, 2001,  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 after December 31, 2001 held by Sierra Ventures
     VII,  L.P.;  and  874,520  shares and  215,000  shares  subject to warrants
     exercisable  within 60 days after December 31, 2001 held by Sierra Ventures
     Associates VII, LLC, as nominee for its members.

(6)  Includes 1,584,000 shares subject to options  exercisable within 60 days of
     March 31, 2002. Also includes 75,000 shares subject to warrants exercisable
     within 60 days of March 31, 2002 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 the
     Company and a member of the Board of Directors on April 1, 2002.

(7)  Includes  315,657 shares subject to options  exercisable  within 60 days of
     March 31, 2002. Also includes 125,986 shares held by the Joshua and Kristen
     Rogers Soske Intervivos Trust.

(8)  Includes  400,000 shares subject to options  exercisable  within 60 days of
     March 31, 2002. Also includes 75,000 shares subject to warrants exercisable
     within 60 days of March 31, 2002 and  234,765  shares held by The West 1991
     Revocable  Trust and 100,000  shares held by W.  Michael West and Sandra K.
     West.

(9)  Includes  107,500 shares subject to options  exercisable  within 60 days of
     March 31,  2002.  Also  includes  21,061,317  shares and  6,085,000  shares
     subject to  warrants  exercisable  within 60 days of March 31, 2002 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,  2002  held by  Sierra
     Ventures  Associates  VII,  LLC, as nominee for its members.  Also includes

                                       10
<PAGE>

     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., a general partner of SV Associates 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 the Company.  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, 2002 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.

(10) Represents 187,500 shares subject to options  exercisable within 60 days of
     March 31, 2002.

(11) Includes  107,500 shares subject to options  exercisable  within 60 days of
     March 31, 2002.  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 the Company.  Mr. Quigley disclaims beneficial ownership of the
     shares held by the Quigley Family Trust.

(12) Represents 30,000 shares subject to options  exercisable  within 60 days of
     March 31, 2002.

(13) Includes  219,000 shares subject to options  exercisable  within 60 days of
     March  31,  2002.   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.

(14) Includes  268,500 shares subject to options  exercisable  within 60 days of
     March 31, 2002.

(15) Includes  440,000 shares subject to options  exercisable  within 60 days of
     March 31, 2002. Also includes 15,000 shares subject to warrants exercisable
     within 60 days of March 31, 2002.

(16) Includes  224,000 shares subject to options  exercisable  within 60 days of
     March 31, 2002.


Item 13. Certain Relationships and Related Transactions

     An aggregate 20,625,979 shares of Common Stock at a purchase price of $.639
per share and warrants to purchase an  aggregate  of 6,590,000  shares of Common
Stock at an exercise price of $1.00 per share were sold in private financings in
October and December  2001.  The  purchasers of the Common Stock and warrants to
purchase  shares of Common  Stock  include the  following  directors,  executive
officers,  holders of more than 5% of the VINA's securities and their affiliated
entities:

                                                         Shares of
Investor                                                Common Stock   Warrants
--------                                                ------------   --------

Entities affiliated with Sierra Ventures VII, L.P.(1)   19,718,310    6,300,000
Steven M. Bauman(2) .................................      234,742       75,000
W. Michael West(3) ..................................      234,742       75,000
C. Reid Thomas ......................................       46,948       15,000

--------------------------
(1)  Includes  shares  held by Sierra  Venture  VII,  L.P.  and Sierra  Ventures
     Associates  VII,  LLC, as nominee for its  members.  Jeffrey M. Drazan is a
     manager  of Sierra  Ventures  Associates  VII,  LLC,  which is the  general
     partner of Sierra  Ventures  VII,  L.P. He is also a member of the Board of
     Directors of the Company. Other than 312,989 shares held by Sierra Ventures
     Associates  VII,  LLC, as nominee for its  members,  Mr.  Drazan  disclaims

                                       11
<PAGE>

     beneficial  ownership of the shares held by the Sierra  Ventures  entities,
     except to the extent of his pecuniary interest in these shares.
(2)  Includes shares held by Steven M. Bauman and Ina U. Bauman Trust.
(3)  Includes shares held by The West 1991 Revocable Trust.

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

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

     In December  2001 VINA issued an aggregate  of  2,217,527  shares of Common
Stock to Sierra  Ventures VII, L.P. and Sierra  Ventures  Associates VII, LLC in
connection  with the  Company's  merger with MOS  Acquisition  Corporation.  MOS
Acquisition  was formed  solely to  purchase  assets  from  Metrobility  Optical
Systems.  The  assets  consist  of all of the  assets  and  technology  used  by
Metrobility  in  connection  with  its  development  of  optical   concentration
products.  MOS  Acquisition  was owned by Sierra  Ventures  VII, L.P. and Sierra
Ventures  Associates VII, LLC. These Sierra Ventures  entities,  affiliates of a
member of the Board of Directors,  Mr. Jeffrey M. Drazan,  are both  substantial
stockholders and secured  creditors of Metrobility  Optical Systems.  The Sierra
Ventures entities agreed to purchase the assets and technology for consideration
that  consisted,  in part, of the forgiveness of some of  Metrobility's  secured
debt held by these  entities,  if,  immediately  following  the  purchase,  VINA
acquired MOS Acquisition in a merger. Mr. Drazan did not participate as a member
of the Board of Directors in its approval of these transactions.

     In connection  with the  acquisition of the  Metrobility  assets in October
2001 VINA entered into a loan and security  agreement with  Metrobility  Optical
Systems  pursuant to which VINA agreed to loan up to an aggregate of $500,000 to
Metrobility Optical Systems.

     In September 2001,  VINA loaned $168,750 to Julie M. Cotton,  the Company's
Vice President,  Human Resources.  The loan is due and payable in September 2004
with interest at an annual rate of 3.94%.  As of December 31, 2001,  $168,750 in
principal and $2,000 in accrued interest was outstanding under the loan.

                                       12
<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 25, 2002
                                        /s/ STANLEY E. KAZMIERCZAK
                                      ---------------------------------
                                             Stanley E. Kazmierczak
                                             Chief Financial Officer







                                       13