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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM 10-Q/A
Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

COMMISSION FILE NUMBER: 0-23159

Vari-Lite International, Inc.(Exact name of registrant as specified in its charter)

Delaware

75-2239444(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)201 Regal Row, Dallas, Texas

75247(Address of principal executive offices)

(Zip Code)


Registrant's telephone number including area code:(214) 630-1963

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý        No o

Indicate
the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date: As of May 10, 2002, there were 7,800,003 shares of
Common Stock outstanding.

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EXPLANATORY NOTE

Vari-Lite International, Inc. ("Vari-Lite" or the "Company") is amending its Quarterly Report on Form 10-Q for
the three and six month periods ended March 31, 2002, to reflect the restatement of its financial statements for the reclassification of certain bank debt as current liabilities in its
unaudited Condensed Consolidated Financial Statements. This reclassification is reflected in Part I, Item 1 on the Company's unaudited Condensed Consolidated Balance Sheet as of
March 31, 2002 and in Note 8 to the unaudited Condensed Consolidated Financial Statements. The Company has also revised (1) Note 3 to its unaudited Condensed Consolidated
Financial Statements in Part I, Item 1, (2) the Liquidity and Capital Resources section of Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results
of Operations, and (3) Part II, Item 3, Default Upon Senior Securities, in order to provide additional information regarding this reclassification of debt.

2

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VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS  (Unaudited)  (In thousands except share data)        ASSETS

|                                       |                                                                                                                     | September 30,
2001                             |         | March 31,
2002 |       
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | ------- | -------------- | ------
|
|CURRENT ASSETS:                        |                                                                                                                     |                                                |         |                |       
|                                       | Cash                                                                                                                |                                                | $       | 3,686          |       
|                                       | Receivables, less allowance for doubtful accounts of $603 and $732                                                  |                                                |         | 9,679          |       
|                                       | Inventory                                                                                                           |                                                |         | 15,388         |       
|                                       | Prepaid expense and other current assets                                                                            |                                                |         | 783            |       
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     | TOTAL CURRENT ASSETS                           |         |                | 29,536
|EQUIPMENT AND OTHER PROPERTY:          |                                                                                                                     |                                                |         |                |       
|                                       | Lighting and sound equipment                                                                                        |                                                |         | 103,032        |       
|                                       | Machinery and tools                                                                                                 |                                                |         | 3,578          |       
|                                       | Furniture and fixtures                                                                                              |                                                |         | 4,207          |       
|                                       | Office and computer equipment                                                                                       |                                                |         | 10,501         |       
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     |                                                | 121,318 |                |       
|                                       |                                                                                                                     | Less accumulated depreciation and amortization |         |                | 72,712
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     |                                                | 48,606  |                |       
|OTHER ASSETS                           |                                                                                                                     |                                                | 2,076   |                |       
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     | TOTAL ASSETS                                   |         | $              | 80,218
|                                       |                                                                                                                     |                                                |         |                |       
|LIABILITIES AND STOCKHOLDERS' EQUITY   |                                                                                                                    
|CURRENT LIABILITIES:                   |                                                                                                                     |                                                |         |                |       
|                                       | Accounts payable and accrued expenses                                                                               |                                                | $       | 8,079          |       
|                                       | Unearned revenue                                                                                                    |                                                |         | 1,201          |       
|                                       | Income taxes payable                                                                                                |                                                |         | 146            |       
|                                       | Current portion of long-term obligations                                                                            |                                                |         | 4,893          |       
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     | TOTAL CURRENT LIABILITIES                      |         |                | 14,319
|LONG-TERM OBLIGATIONS                  |                                                                                                                     |                                                | 18,363  |                |       
|DEFERRED INCOME TAXES                  |                                                                                                                     |                                                | 2,209   |                |       
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     | TOTAL LIABILITIES                              |         |                | 34,891
|COMMITMENTS AND CONTINGENCIES (Note 4) |                                                                                                                     |                                                |        |                |       
|STOCKHOLDERS' EQUITY:                  |                                                                                                                     |                                                |         |                |       
|                                       | Preferred Stock, $0.10 par value (10,000,000 shares authorized; no shares issued)                                   |                                                |         |               |       
|                                       | Common Stock, $0.10 par value (40,000,000 shares authorized; 7,845,167 shares issued; 7,800,003 shares outstanding) |                                                |         | 785            |       
|                                       | Treasury Stock                                                                                                      |                                                |         | (186           | )     
|                                       | Additional paid-in capital                                                                                          |                                                |         | 25,026         |       
|                                       | Accumulated other comprehensive income (loss)foreign currency translation adjustment                               |                                                |         | 791            |       
|                                       | Retained earnings                                                                                                   |                                                |         | 18,911         |       
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     | TOTAL STOCKHOLDERS' EQUITY                     |         |                | 45,327
|                                       |                                                                                                                     |                                                |         |                |       
|                                       |                                                                                                                     | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     |         | $              | 80,218
|                                       |                                                                                                                     |                                                |         |                |       

See
notes to condensed consolidated financial statements.

3

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VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND  COMPREHENSIVE INCOME (LOSS)  For the Three Months Ended March 31, 2001 and 2002  (Unaudited)
 (In thousands except share data)

|                                                                  |                          | 2001 |           | 2002   |  
|----------------------------------------------------------------- | ------------------------ | ---- | --------- | ------ | -
|Rental revenues                                                   |                          | $    | 11,414    |        | $
|Product sales and services revenues                               |                          |      | 6,923     |        |  
|                                                                  |                          |      |           |        |  
|                                                                  | TOTAL REVENUES           |      |           | 18,337 |  
|Rental cost                                                       |                          |      | 5,576     |        |  
|Product sales and services cost                                   |                          |      | 4,234     |        |  
|                                                                  |                          |      |           |        |  
|                                                                  | TOTAL COST OF SALES      |      |           | 9,810  |  
|                                                                  |                          |      |           |        |  
|                                                                  | GROSS PROFIT             |      |           | 8,527  |  
|Selling, general and administrative expense                       |                          |      | 7,229     |        |  
|Research and development expense                                  |                          |      | 1,183     |        |  
|                                                                  |                          |      |           |        |  
|                                                                  | TOTAL OPERATING EXPENSES |      |           | 8,412  |  
|                                                                  |                          |      |           |        |  
|OPERATING INCOME (LOSS)                                           |                          |      | 115       |        |  
|Interest expense (net)                                            |                          |      | 491       |        |  
|                                                                  |                          |      |           |        |  
|LOSS BEFORE INCOME TAX                                            |                          |      | (376      | )      |  
|Income tax benefit                                                |                          |      | (147      | )      |  
|                                                                  |                          |      |           |        |  
|NET LOSS                                                          |                          |      | (229      | )      |  
|Other comprehensive lossforeign currency translation adjustments |                          |      | (247      | )      |  
|                                                                  |                          |      |           |        |  
|COMPREHENSIVE LOSS                                                |                          | $    | (476      | )      | $
|                                                                  |                          |      |           |        |  
|WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING             |                          |      | 7,800,003 |        |  
|                                                                  |                          |      |           |        |  
|PER SHARE INFORMATION                                             |                          |      |           |        |  
|BASIC AND DILUTED:                                                |                          |      |           |        |  
|                                                                  | Net loss                 |      | $         | (0.03  | )

See
notes to condensed consolidated financial statements.

4

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VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND  COMPREHENSIVE INCOME (LOSS)  For the Six Months Ended March 31, 2001 and 2002  (Unaudited)
(In thousands except share data)

|                                                                           |                          | 2001 |           | 2002   |  
|-------------------------------------------------------------------------- | ------------------------ | ---- | --------- | ------ | -
|Rental revenues                                                            |                          | $    | 29,336    |        | $
|Product sales and services revenues                                        |                          |      | 9,379     |        |  
|                                                                           |                          |      |           |        |  
|                                                                           | TOTAL REVENUES           |      |           | 38,715 |  
|Rental cost                                                                |                          |      | 12,755    |        |  
|Product sales and services cost                                            |                          |      | 6,226     |        |  
|                                                                           |                          |      |           |        |  
|                                                                           | TOTAL COST OF SALES      |      |           | 18,981 |  
|                                                                           |                          |      |           |        |  
|                                                                           | GROSS PROFIT             |      |           | 19,734 |  
|Selling, general and administrative expense                                |                          |      | 16,092    |        |  
|Research and development expense                                           |                          |      | 2,398     |        |  
|                                                                           |                          |      |           |        |  
|                                                                           | TOTAL OPERATING EXPENSES |      |           | 18,490 |  
|                                                                           |                          |      |           |        |  
|Gain on the sale of concert sound reinforcement business                   |                          |      | 7,100     |        |  
|                                                                           |                          |      |           |        |  
|OPERATING INCOME (LOSS)                                                    |                          |      | 8,344     |        |  
|Interest expense (net)                                                     |                          |      | 1,562     |        |  
|                                                                           |                          |      |           |        |  
|INCOME (LOSS) BEFORE INCOME TAX                                            |                          |      | 6,782     |        |  
|Income tax expense (benefit)                                               |                          |      | 2,608     |        |  
|                                                                           |                          |      |           |        |  
|NET INCOME (LOSS)                                                          |                          |      | 4,174     |        |  
|Other comprehensive income (loss)foreign currency translation adjustments |                          |      | 561       |        |  
|                                                                           |                          |      |           |        |  
|COMPREHENSIVE INCOME (LOSS)                                                |                          | $    | 4,735     |        | $
|                                                                           |                          |      |           |        |  
|WEIGHTED AVERAGE BASIC SHARES OUTSTANDING                                  |                          |      | 7,800,003 |        |  
|                                                                           |                          |      |           |        |  
|WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING                                |                          |      | 7,871,165 |        |  
|                                                                           |                          |      |           |        |  
|PER SHARE INFORMATION                                                      |                          |      |           |        |  
|BASIC AND DILUTED:                                                         |                          |      |           |        |  
|                                                                           | Net income (loss)        |      | $         | 0.53   |  

See
notes to condensed consolidated financial statements.

5

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VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  For the Six Months Ended March 31, 2001 and 2002  (Unaudited)  (In thousands)

|                                                             |                                                                                          | 2001                                                 |                                                                | 2002    |       
|------------------------------------------------------------ | ---------------------------------------------------------------------------------------- | ---------------------------------------------------- | -------------------------------------------------------------- | ------- | ------
|Cash flows from operating activities:                        |                                                                                          |                                                      |                                                                |         |       
|                                                             | Net income (loss)                                                                        |                                                      | $                                                              | 4,174   |       
|                                                             | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                      |                                                                |         |       
|                                                             |                                                                                          | Depreciation and amortization                        |                                                                |         | 5,220 
|                                                             |                                                                                          | Amortization of note discount and deferred loan fees |                                                                |         | 335   
|                                                             |                                                                                          | Provision for doubtful accounts                      |                                                                |         | 30    
|                                                             |                                                                                          | Deferred income taxes                                |                                                                |         | 2,097 
|                                                             |                                                                                          | Gain on sale of concert sound reinforcement business |                                                                |         | (7,100
|                                                             |                                                                                          | Loss on sale of equipment and other property         |                                                                |         | 130   
|                                                             |                                                                                          | Net change in assets and liabilities:                |                                                                |         |       
|                                                             |                                                                                          |                                                      | Accounts receivable                                            |         |       
|                                                             |                                                                                          |                                                      | Prepaid expenses                                               |         |       
|                                                             |                                                                                          |                                                      | Inventory                                                      |         |       
|                                                             |                                                                                          |                                                      | Other assets                                                   |         |       
|                                                             |                                                                                          |                                                      | Accounts payable, accrued liabilities and income taxes payable |         |       
|                                                             |                                                                                          |                                                      | Unearned revenue                                               |         |       
|                                                             |                                                                                          |                                                      |                                                                |         |       
|                                                             |                                                                                          |                                                      | Net cash provided by (used in) operating activities            |         |       
|Cash flows from investing activities:                        |                                                                                          |                                                      |                                                                |         |       
|                                                             | Capital expenditures, including rental equipment                                         |                                                      |                                                                | (5,318  | )     
|                                                             | Proceeds from sale of concert sound reinforcement business                               |                                                      |                                                                | 11,946  |       
|                                                             | Proceeds from sale of European operations                                                |                                                      |                                                                | 5,258   |       
|                                                             | Proceeds from sale of equipment                                                          |                                                      |                                                                | 29      |       
|                                                             |                                                                                          |                                                      |                                                                |         |       
|                                                             |                                                                                          |                                                      | Net cash provided by (used in) investing activities            |         |       
|Cash flows from financing activities:                        |                                                                                          |                                                      |                                                                |         |       
|                                                             | Proceeds from issuance of debt                                                           |                                                      |                                                                | 32,226  |       
|                                                             | Principal payments on debt                                                               |                                                      |                                                                | (42,998 | )     
|                                                             | Proceeds from payments on stockholder notes receivable                                   |                                                      |                                                                | 19      |       
|                                                             |                                                                                          |                                                      |                                                                |         |       
|                                                             |                                                                                          |                                                      | Net cash used in financing activities                          |         |       
|Effect of exchange rate changes on cash and cash equivalents |                                                                                          |                                                      | (740                                                           | )       |       
|                                                             |                                                                                          |                                                      |                                                                |         |       
|Net decrease in cash during the period                       |                                                                                          |                                                      | (664                                                           | )       |       
|Cash, beginning of period                                    |                                                                                          |                                                      | 4,315                                                          |         |       
|                                                             |                                                                                          |                                                      |                                                                |         |       
|Cash, end of period                                          |                                                                                          | $                                                    | 3,651                                                          |         | $     
|                                                             |                                                                                          |                                                      |                                                                |         |       
|Supplemental Cash Flow Information                           |                                                                                          |                                                      |                                                                |         |       
|                                                             | Cash paid for interest expense                                                           |                                                      | $                                                              | 1,471   |       
|                                                             | Cash paid for income taxes                                                               |                                                      | $                                                              | 187     |       

See
notes to condensed consolidated financial statements.

6

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VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)  (In thousands except share data)

1.    Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of Vari-Lite International, Inc. (the "Company") have been prepared by
the Company in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In
the opinion of management, the condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary to present fairly
the consolidated financial position, results of operations and cash flows of the Company. The results of operations for the three and six-month periods ended March 31, 2002 are not
necessarily indicative of the results of operations that may be expected for any other interim periods or for the fiscal year ending September 30, 2002.

Certain
reclassifications have been made to the March 31, 2001 consolidated financial statements to conform to the presentation in the March 31, 2002 consolidated financial
statements.

For
further information, refer to the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K/A for the year
ended September 30, 2001.

2.    Inventory

Inventory consists of the following:

|                 |  | September 30,
2001 |        | March 31,
2002
|---------------- |  | ------------------ | ------ | --------------
|Raw materials    |  | $                  | 13,086 |               
|Work in progress |  |                    | 567    |               
|Finished goods   |  |                    | 1,735  |               
|                 |  |                    |        |               
|                 |  | $                  | 15,388 |               
|                 |  |                    |        |               

3.    Debt

On December 19, 1997, the Company entered into a $50,000 multicurrency revolving credit facility (the "Old Credit Facility"). Borrowings under the Old
Credit Facility were $32,200 at September 30, 2000. Subsequent to September 30, 2000, the Company used proceeds of $22,200 from the sale of the Company's concert sound reinforcement
business and continental European rental operations and the funding of the London Bank Loans (hereinafter defined) to reduce borrowings under the Old Credit Facility to $10,000.

On
December 29, 2000, Vari-Lite, Inc. ("Vari-Lite"), entered a new credit facility (the "New Credit Facility"), which includes the $12,000 Term
Loan, the $5,000 Revolver and the $3,000 Capital Expenditure Loan. The Term Loan and Capital Expenditure Loan amortize over 84 months (subject to a balloon payment on termination of the New
Credit Facility as discussed below). Borrowings under the Revolver are subject to availability under a borrowing base of eligible inventory and accounts receivable (as defined in the New Credit
Facility). As of March 31, 2002, there was $2,259 outstanding under the Revolver. Prior to January 15, 2002, all outstanding borrowings under the New Credit Facility bore

7

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interest at the lender's base rate or LIBOR, plus a rate margin of 0.75% and 2.50%, respectively. Since January 15, 2002, all outstanding balances under the New Credit Facility bear interest
at the lender's base rate or LIBOR, plus a rate margin ranging from 0.25% to 0.75% or 2.00% to 2.50%, respectively, based upon the Company's ratio of Adjusted Funded Debt to EBITDA (as defined in the
New Credit Facility). The New Credit Facility is guaranteed by the Company and is secured by all of the stock and substantially all of the assets of Vari-Lite and a pledge of 65% of the
outstanding capital stock of the Company's foreign subsidiaries. A commitment fee of 0.25% is charged on the average daily unused portion of the New Credit Facility. The New Credit Facility contains
compliance covenants, including
requirements that the Company achieve certain financial ratios, as amended on March 31, 2002. In addition, the New Credit Facility places limitations on annual capital expenditures and on the
ability to incur additional indebtedness, make certain loans or investments, sell assets, pay dividends or reacquire the Company's stock. The New Credit Facility terminates on December 31,
2003. Upon termination of the New Credit Facility, the entire outstanding indebtedness thereunder becomes due and payable in full.

As
of March 31, 2002, all balances outstanding under the New Credit Facility were classified as current due to the likelihood, as determined by the Company's management, that the
Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and
for future periods (See Note 8). The Company's management is currently negotiating an amendment to the New Credit Facility with modified financial covenants and is considering other financing
options to replace the New Credit Facility. There can be no assurances regarding the Company's ability to obtain additional financing or the successful completion of an amendment to the New Credit
Facility. If the Company is not successful in amending or refinancing the New Credit Facility, the lenders will be entitled to pursue all rights available under the New Credit Facility in the event
the Company does not meet the financial ratio covenants or the terms of other compliance covenants.

On
November 23, 2000, September 27, 2001 and March 25, 2002, the Company's London subsidiary entered into British pounds sterling loans of 4,000 (USD 5,800), 500
(USD 727) and 400 (USD 570), respectively, with a U. K. bank (collectively, the "London Bank Loans".) The London Bank Loans accrue interest at the rate of 9.10%, 7.78% and 7.77% per annum,
respectively, and amortize over 48 months, 60 months and 60 months, respectively. The London Bank Loans are secured by all of the assets of the Company's London operations and
include certain financial covenants, limitations on capital expenditures and intercompany payments and the guarantee of the Company.

The
Company has borrowed money to purchase computer equipment and office furniture and fixtures and conventional lighting equipment. These loans are typically amortized over three years
and bear interest at various rates ranging from 1.50% to 10.35%. Proceeds received under this type of financing were approximately $1,135 and $137 for the six-month periods ending
March 31, 2001 and 2002, respectively, and borrowings outstanding under this type of financing at March 31, 2001 and 2002 were approximately $3,572 and $1,306, respectively.

4.    Commitments and Contingencies

In the ordinary course of its business, the Company is from time to time threatened with or named as a defendant in various lawsuits, including patent
infringement claims. The Company is not currently involved in any material legal proceedings.

8

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5.    Segment Reporting

The Company's chief operating decision maker is considered to be the Company's Chief Operating Officer ("COO"). The COO reviews financial information presented on
a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product lines for purposes of making operating decisions and assessing financial performance.
The Company has three reportable segments: North America, Europe and Asia, which are organized, managed and analyzed geographically and operate in a single industry segment. Information about the
Company's operations for the three and six-month periods ended March 31, 2001 and 2002 is presented below:

|                                         |                    | Three Months Ended |       
|---------------------------------------- | ------------------ | ------------------ | ------
|
|March 31, 2001:                          |                    |                    |       
|Net Revenues from unaffiliated customers |                    | $                  | 14,679
|Intersegment sales                       |                    |                    | 1,724 
|                                         |                    |                    |       
|                                         | Total net revenues |                    |       
|Operating income (loss)                  |                    |                    | 216   
|Depreciation and amortization            |                    |                    | 1,898 
|Total assets                             |                    |                    | 68,374
|
|
|March 31, 2002:                          |                    |                    |       
|Net Revenues from unaffiliated customers |                    | $                  | 9,596 
|Intersegment sales                       |                    |                    | 5,350 
|                                         |                    |                    |       
|                                         | Total net revenues |                    |       
|Operating loss                           |                    |                    | (753  
|Depreciation and amortization            |                    |                    | 2,002 
|Total assets                             |                    |                    | 62,724
|
|
|March 31, 2001:                          |                    |                    |       
|Net Revenues from unaffiliated customers |                    | $                  | 27,213
|Intersegment sales                       |                    |                    | 3,099 
|                                         |                    |                    |       
|                                         | Total net revenues |                    |       
|Operating income                         |                    |                    | 5,778 
|Depreciation and amortization            |                    |                    | 3,876 
|Total assets                             |                    |                    | 68,374

9

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|                                         |                    | Six Months Ended |       
|---------------------------------------- | ------------------ | ---------------- | ------
|
|March 31, 2002:                          |                    |                  |       
|Net Revenues from unaffiliated customers |                    | $                | 19,113
|Intersegment sales                       |                    |                  | 7,490 
|                                         |                    |                  |       
|                                         | Total net revenues |                  |       
|Operating income (loss)                  |                    |                  | (2,746
|Depreciation and amortization            |                    |                  | 3,975 
|Total assets                             |                    |                  | 62,724

6.    Net Loss Per Share

Basic net loss per share is computed based upon the weighted average number of common shares outstanding. Diluted net loss per share reflects the dilutive effect,
if any, of stock options and warrants.

|                                                                                         |  | Three Months ended
March 31, |  | Six Months ended
March 31,
|---------------------------------------------------------------------------------------- |  | ---------------------------- |  | --------------------------
|
|Weighted average shares outstanding                                                      |  | 7,800,003                    |  | 7,800,003                 
|Dilutive effect of stock options and warrants after application of treasury stock method |  |                             |  |                          
|                                                                                         |  |                              |  |                           
|Shares used in calculating diluted net loss per share                                    |  | 7,800,003                    |  | 7,800,003                 
|                                                                                         |  |                              |  |                           

For
the three-month period ended March 31, 2001 and 2002, net loss per share excludes stock options of 693,700 and 724,200, respectively, and warrants of 296,057 and 296,057,
respectively, which were anti-dilutive. For the six-month period ended March 31, 2001, net income per share excludes stock options of 622,538 and warrants of 296,057
which were anti-dilutive, but includes 71,162 options which were dilutive. For the six-month period ended March 31, 2002, net loss per share excludes stock options of
724,200 and warrants of 296,057 which were anti-dilutive.

7.    Dispositions

On October 26, 2000, the Company sold 100% of its interest in Vari-Lite International Europe, B.V. ("VLI Europe") and 0.4% of its interest in
Vari-Lite Production Services, SAS, and Vari-Lite sold all of the VARI*LITE® lighting equipment used in those operations. VLI Europe owned 100% of
Vari-Lite Production Services, N.V., 99.6% of Vari-Lite Production Services, SAS and 100% of Vari-Lite Production Services, AB. This transaction resulted in a
pre-tax charge of $3,200 which was recorded as an asset impairment in the fourth quarter of fiscal year 2000.

On
November 17, 2000, the Company transferred substantially all of the assets of Showco, Inc. to Clearsho, Inc. ("Clearsho"), which assumed certain of Showco's
contract liabilities, in exchange for the sole membership interest in Clearsho. On November 17, 2000, Showco sold 100% of its interest in Clearsho which resulted in a net pre-tax
gain of $7,100.

10

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8.    Restatement

Subsequent to the issuance of its unaudited Condensed Consolidated Financial Statements for the three and six month periods ended March 31, 2002, the
Company's management determined that all balances outstanding under the New Credit Facility as of March 31, 2002 should have been classified as current due to the likelihood that the Company
will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and for
future periods. As a result, the accompanying financial statements for the three and six months ended March 31, 2002, have been restated from the amounts previously reported.
The effect of this restatement is an increase in the current portion of long-term obligations of $12,700 and a decrease in long-term obligations of $12,700.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Revenues.Total revenues decreased 20.3%, or $3.7 million, to $14.6 million in the three-month period ended
March 31, 2002, compared to $18.3 million in the three-month period ended March 31, 2001. The revenue decrease was attributable primarily to the factors set forth below.

Rental Revenues.Rental revenues decreased 8.4%, or $1.0 million, to $10.4 million in the three-month period
ended March 31, 2002, compared to $11.4 million in the three-month period ended March 31, 2001. This decrease was due to the weak economy combined with the ongoing effects of the
September 11, 2001 attacks.

Product Sales and Services Revenues.Product sales and services revenues decreased 39.9%, or $2.7 million, to
$4.2 million in the three-month period ended March 31, 2002, compared to $6.9 million in the three-month period ended March 31, 2001. This decrease was primarily due to a
$2.6 million decrease in revenue resulting from the closing of the Company's corporate meeting and special events management business in April 2001.

Rental Cost.Rental cost in the three-month period ended March 31, 2002 was unchanged compared to the three-month
period ended March 31, 2001. However, rental cost as a percentage of rental revenues increased to 52.8% in the three-month period ended March 31, 2002, from 48.9% in the three-month
period ended March 31, 2001. This increase was due to depreciation expense representing a higher percentage of revenues during the three-month period ended March 31, 2002 as a result of
decreased revenues due to difficult economic conditions.

Product Sales and Services Cost.Product sales and services cost decreased 41.0%, or $1.7 million, to
$2.5 million in the three-month period ended March 31, 2002, compared to $4.2 million in the three-month period ended March 31, 2001. This decrease was primarily due to the
closing of the Company's corporate meeting and special events management business in April 2001. Product sales and services cost as a percentage of product sales and services revenues decreased
to 60.1% in the three-month period ended March 31, 2002, from 61.2% in the three-month period ended March 31, 2001 as a result of the closing of the Company's corporate meeting and
special events management business which had higher costs as a percentage of revenue.

Selling, General and Administrative Expense.Selling, general and administrative expense decreased 6.9%, or
$0.5 million, to $6.7 million in the three-month period ended March 31, 2002, compared to $7.2 million in the three-month period ended March 31, 2001. This decrease
was due to the closing of the Company's corporate meeting and special events management business in April 2001, as well as expense reduction efforts undertaken in the first quarter of fiscal
2002. This expense as a percentage of total revenues increased to 46.1% in the three-month period ended March 31, 2002, from 39.4% in the three-month period ended March 31, 2001 as a
result of decreased revenues.

Research and Development Expense.Research and development expense decreased 19.4%, or $0.2 million, to
$1.0 million in the three-month period ended March 31, 2002, compared to $1.2 million in three-month period ended March 31, 2001. This decrease was primarily due to expense
reduction

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efforts undertaken in the first quarter of fiscal 2002. This expense as a percentage of total revenues for the period ended March 31, 2002 was 6.5%, unchanged from the three-month period ended
March 31, 2001.

Interest Expense.Interest expense decreased 48.9%, or $0.2 million, to $0.3 million in the three-month period
ended March 31, 2002, compared to $0.5 million in the three-month period ended March 31, 2001, as a result of reduced borrowings and lower interest rates in the three-month period
ended March 31, 2002 as well as interest income of $0.1 million from an income tax refund.

Income Taxes.The effective tax rate in the three-month periods ended March 31, 2002 and 2001 were 39.5% and 39.1%,
respectively.

Six Months Ended March 31, 2002 Compared to Six Months Ended March 31, 2001

Revenues.Total revenues decreased 18.9%, or $7.3 million, to $31.4 million in the six-month period
ended March 31, 2002, compared to $38.7 million in the six-month period ended March 31, 2001. The revenue decrease was attributable primarily to the factors set forth
below.

Rental Revenues.Rental revenues decreased 26.5%, or $7.7 million, to $21.6 million in the
six-month period ended March 31, 2002, compared to $29.3 million in the six-month period ended March 31, 2001. This decrease was due to the weak economy
combined with the ongoing effects of the September 11, 2001 attacks and the sale of the Company's concert sound reinforcement business in November 2000 which accounted for
$1.6 million in revenues in the six-month period ended March 31, 2001.

Product Sales and Services Revenues.Product sales and services revenues increased 4.7%, or $0.4 million, to
$9.8 million in the six-month period ended March 31, 2002, compared to $9.4 million in the six-month period ended March 31, 2001. This increase was
due to a $4.1 million increase in sales of VARI*LITE® automated lighting equipment which was partially offset by a $3.7 million decrease in revenue due to the closing of the
Company's corporate meeting and special events management business in April 2001.

Rental Cost.Rental cost decreased 16.8%, or $2.2 million, to $10.6 million in the six-month period
ended March 31, 2002, compared to $12.8 million in the six-month period ended March 31, 2001. This decrease was due to reduced revenues as a result of a weak economy
and the sale of the Company's concert sound reinforcement business in November 2000. Rental cost as a percentage of rental revenues increased to 49.2% in the six-month period ended
March 31, 2002, from 43.5% in the six-month period ended March 31, 2001. This increase was due to depreciation expense representing a higher percentage of revenues during the
six-month period ended March 31, 2002 as a result of decreased revenues due to difficult economic conditions.

Product Sales and Services Cost.Product sales and services cost decreased 1.7%, or $0.1 million, to
$6.1 million in the six-month period ended March 31, 2002, compared to $6.2 million in the six-month period ended March 31, 2001. This decrease was
due to a $2.5 million decrease in product sales and services cost associated with the closing of the Company's corporate meeting and special events management business in April 2001
offset by $2.4 million increase in cost of sales of VARI*LITE® automated lighting equipment. Product sales and services cost as a percentage of product sales and services revenues
decreased to 62.4% in the six-month period ended March 31, 2002,

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from 66.4% in the six-month period ended March 31, 2001 as a result of improved manufacturing efficiencies and the closing of the Company's corporate meeting and special events
management business which had higher costs as a percentage of revenue.

Selling, General and Administrative Expense.Selling, general and administrative expense decreased 15.3%, or
$2.5 million, to $13.6 million in the six-month period ended March 31, 2002, compared to $16.1 million in the six-month period ended
March 31, 2001. This decrease was primarily due to the sale of the Company's concert sound reinforcement business in November 2000 and the closing of the Company's corporate meeting and
special events management business in April 2001, as well as expense reduction efforts undertaken in the first quarter of fiscal 2002. This expense as a percentage of total revenues increased
to 43.4% in the six-month period ended March 31, 2002, from 41.6% in the six-month period ended March 31, 2001 as a result of decreased revenues.

Research and Development Expense.Research and development expense in the six-month period ended March 31,
2002 was unchanged as compared to the six-month period ended March 31, 2001. However, this expense as a percentage of total revenues increased to 7.9% in the six-month
period ended March 31, 2002, from 6.2% in the six-month period ended March 31, 2001, as a result of decreased revenues.

Interest Expense.Interest expense decreased 61.0%, or $1.0 million, to $0.6 million in the
six-month period ended March 31, 2002, compared to $1.6 million in the six-month period ended March 31, 2001, as a result of reduced borrowings and lower
interest rates in the six-month period ended March 31, 2002 as well as interest income of $0.1 million from an income tax refund.

Income Taxes.The effective tax rate in the six-month periods ended March 31, 2002 and 2001 were 39.5% and
38.5%, respectively.

Liquidity and Capital Resources

Historically, the Company has financed its operations and capital expenditures with cash flow from operations, bank borrowings and advances from customers. The
Company's operating activities used cash flow of $1.1 million for the six-month period ended March 31, 2001 and generated cash flow of $4.2 million in the
six-month period ended March 31, 2002.

On
December 19, 1997, the Company entered into the Old Credit Facility. Borrowings under the Old Credit Facility were $32.2 million at September 30, 2000. Subsequent
to September 30, 2000, the Company used proceeds of $22.2 million from the sale of the Company's concert sound reinforcement business and continental European rental operations and the
funding of the London Bank Loans to reduce borrowings under the Old Credit Facility to $10.0 million.

On
December 29, 2000, Vari-Lite entered into the New Credit Facility which includes the $12.0 Term Loan, the $5.0 million Revolver and the $3.0 million
Capital Expenditure Loan. The Term Loan and
Capital Expenditure Loan amortize over 84 months (subject to a balloon payment on termination of the New Credit Facility as discussed below). Borrowings under the Revolver are subject to
availability under a borrowing base of eligible inventory and accounts receivable (as defined in the New Credit Facility). As of March 31, 2002, there was $2.3 million outstanding under
the Revolver. Prior to January 15, 2002, all outstanding borrowings under the New Credit Facility bore interest at the lender's base rate or LIBOR, plus a rate margin of 0.75% and 2.50%,
respectively. Since January 15, 2002, all outstanding balances under the New Credit Facility bear interest at the lender's base rate or LIBOR,

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plus a rate margin ranging from 0.25% to 0.75% or 2.00% to 2.50%, respectively, based upon the Company's ratio of Adjusted Funded Debt to EBITDA (as defined in the New Credit Facility). The New
Credit Facility is guaranteed by the Company and is secured by all of the stock and substantially all of the assets of Vari-Lite and a pledge of 65% of the outstanding capital stock of the
Company's foreign subsidiaries. A commitment fee of 0.25% is charged on the average daily unused portion of the New Credit Facility. The New Credit Facility contains compliance covenants, including
requirements that the Company achieve certain financial ratios, as amended on March 31, 2002. In addition, the New Credit Facility places limitations on annual capital expenditures and on the
ability to incur additional indebtedness, make certain loans or investments, sell assets, pay dividends or reacquire the Company's stock. The New Credit Facility terminates on December 31,
2003. Upon termination of the New Credit Facility, the entire outstanding indebtedness thereunder becomes due and payable in full.

As
of March 31, 2002, all balances outstanding under the New Credit Facility were classified as current due to the likelihood, as determined by the Company's management, that the
Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and
for future periods. The Company's management is currently negotiating an amendment to the New Credit Facility with modified financial covenants and is considering other financing options to replace
the New Credit Facility. There can be no assurances regarding the Company's ability to obtain additional financing or the successful completion of an amendment to the New Credit Facility. If the
Company is not successful in amending or refinancing the New Credit Facility, the lenders will be entitled to pursue all rights available under the New Credit Facility in the event the Company does
not meet the financial ratio covenants or the terms of other compliance covenants.

On
November 23, 2000, September 27, 2001 and March 25, 2002, the Company's London subsidiary entered into British pounds sterling loans of 4.0 million (USD
5.8 million), 0.5 million (USD 0.7 million) and 0.4 million (USD 0.6 million), respectively, with a U. K. bank (collectively, the "London Bank Loans".) The London
Bank Loans accrue interest at the rate of 9.10%, 7.78% and 7.77% per annum, respectively, and amortize over 48 months, 60 months and 60 months, respectively. The London Bank Loans
are secured by all of the assets of the Company's London operations and include certain financial covenants, limitations on capital expenditures and intercompany payments and the guarantee of the
Company.

The
Company has borrowed money to purchase computer equipment and office furniture and fixtures and conventional lighting equipment. These loans are amortized over three to five years
and bear interest at various rates ranging from 1.50% to 10.35%. Proceeds received under this type of financing were approximately $1.1 million and $0.1 million for the
six-month periods ending March 31, 2001 and
2002, respectively, and borrowings outstanding under this type of financing at March 31, 2001 and 2002 were approximately $3.6 million and $1.3 million, respectively.

The
Company's business requires significant capital expenditures. Capital expenditures for the six months ended March 31, 2001 and 2002 were approximately $5.3 million and
$3.6 million, respectively, of which approximately $4.6 million and $3.3 million were for rental and demo equipment inventories. The majority of the Company's revenues are
generated through the rental of automated lighting systems and, as such, the Company must maintain a significant amount of rental equipment to meet customer demands.

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The
Company's ability to fund its anticipated operating needs and capital expenditures for at least the next twelve months is subject to the amount of cash flow generated from operations
and the Company's ability to negotiate adequate borrowing capacity under an amendment to the New Credit Facility or to access additional cash through other financing sources or asset sales. The
Company's future operating results will depend on a number of factors, including the demand for the Company's products and services; the Company's ability to market, sell and support products;
competition; the success of the Company's research and development programs; the Company's ability to achieve competitive and technological advances; general and economic conditions and other factors
beyond the Company's control. While the Company's management believes that they will negotiate an amendment to the New Credit Facility or obtain additional cash through other financing sources, there
can be no assurance that sufficient capital resources will be available to fund the Company's business during or after the next twelve months.

Disclosure Regarding Forward-Looking Statements

This report includes "forward-looking statements" as that phrase is defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report, the words "anticipate," "believe," "estimate," "expect," "will," "could," "may" and similar
expressions, as they relate to management or the Company, are intended to identify forward-looking statements. Such statements reflect the current views of management with respect to future events and
are subject to certain risks, uncertainties and assumptions, including without limitation the following as they relate to the Company: fluctuations in operating results and seasonality; the Company's
ability to market, sell and support products; technological changes; reliance on intellectual property; dependence on entertainment industry; competition; dependence on management; foreign exchange
risk; international trade risk; dependence on key suppliers; and dependence on manufacturing facility. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described herein.

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PART II OTHER INFORMATION

ITEM 3. DEFAULT UPON SENIOR SECURITIES

As of March 31, 2002, all balances outstanding under the New Credit Facility were classified as current due to the likelihood, as determined by the
Company's management, that the Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as
of December 31, 2002 and for future periods. The Company's management is currently negotiating an amendment to the New Credit Facility with modified financial covenants and is considering other
financing options to replace the New Credit Facility. There can be no assurances regarding the Company's ability to obtain additional financing or the successful completion of an amendment to the New
Credit Facility. If the Company is not successful in amending or refinancing the New Credit Facility, the lenders will be entitled to pursue all rights available under the New Credit Facility in the
event the Company does not meet the financial ratio covenants or the terms of other compliance covenants.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        |  | VARI-LITE INTERNATIONAL, INC.
|----------------------- |  | -----------------------------
|Date: November 22, 2002 |  | By:                          

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CERTIFICATIONS

I, H.R. Brutsché III, certify that:



|Date: November 22, 2002 |  |  |  |                                                                                        
|----------------------- |  |  |  | ---------------------------------------------------------------------------------------
|                        |  |  |  | /s/H.R. BRUTSCHÉ IIIH.R. Brutsché III Chairman of the Board
and Chief Executive Officer

I,
Jerome L. Trojan III, certify that:



|Date: November 22, 2002 |  |  |  |                                                                                                                     
|----------------------- |  |  |  | --------------------------------------------------------------------------------------------------------------------
|                        |  |  |  | /s/JEROME L. TROJAN IIIJerome L. Trojan III Vice PresidentFinance,
Chief Financial Officer, Treasurer and Secretary

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE  SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report of Vari-Lite International, Inc. (the "Company") on
Form 10-Q/A for the quarterly period ended March 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the
capacities and on the dates indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

|Date: November 22, 2002 |  |  |  |                                                                                                                     
|----------------------- |  |  |  | --------------------------------------------------------------------------------------------------------------------
|                        |  |  |  | /s/H.R. BRUTSCHÉ IIIH.R. Brutsché III Chairman of the Board
and Chief Executive Officer                             
|Date: November 22, 2002 |  |  |  |                                                                                                                     
|                        |  |  |  | /s/JEROME L. TROJAN IIIJerome L. Trojan III Vice PresidentFinance,
Chief Financial Officer, Treasurer and Secretary

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