================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------


                                  FORM 10-K/A
                                  AMENDMENT #1
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    For the Fiscal Year Ended March 31, 2001
                         Commission File Number 0-28822
                           --------------------------

                                 ROCKSHOX, INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE           1610  Garden  of the Gods Road          77-0396555
(State or other jurisdiction   Colorado Springs, CO 80907       (I.R.S. Employer
of incorporation or organization)    (719) 278-7469       Identification Number)

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

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

         TITLE  OF  EACH  CLASS              EACH  EXCHANGE  ON WHICH REGISTERED
   Common Stock, par value $.01 per share          OTC Bulletin Board

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

     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  [X]  No  [  ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [X]

     As of July 17, 2001, the aggregate market value of the voting stock held by
non-affiliates  of  the  Registrant  was  $2,525,982.

     As  of  July 17, 2001, the Registrant had 13,761,147 shares of Common Stock
outstanding.


<PAGE>
DOCUMENTS  INCORPORATED  BY  REFERENCE:

  Portions  of  the  ROCKSHOX,  INC.  Proxy Statement to be mailed in connection
with  the  Registrant's 2001 Annual Meeting of Stockholders to be held on August
21,  2001,  are  incorporated  by  reference  in  Part  III  hereof.
==============================================================================


                                        2
<PAGE>
                                TABLE OF CONTENTS


ITEM  DESCRIPTION
----  -----------

                                     PART I


1     Business

2     Properties

3     Legal  Proceedings

4     Submission  of  Matters  to  a  Vote  of  Security  Holders


                                    PART II

5     Market  for  Registrant's  Common  Equity  and Related Stockholder Matters

6     Selected  Financial  Data

7     Management's  Discussion  and  Analysis of Financial Condition and Results
      of  Operations

7A    Quantitative  and  Qualitative  Disclosures  About  Market  Risk

8     Financial  Statements  and  Supplementary  Data

9     Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
      Financial  Disclosure


                                    PART III

10    Directors  and  Executive  Officers  of  the  Registrant

11    Executive  Compensation

12    Security  Ownership  of  Certain  Beneficial  Owners  and  Management

13    Certain  Relationships  and  Related  Transactions


                                    PART IV

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


                                        3
<PAGE>
     Unless  the  context  indicates otherwise, when we refer to "we," "us," the
"Company" or "RockShox," in this Annual Report on Form 10-K, we are referring to
ROCKSHOX,  INC.,  its predecessors and their respective parents and subsidiaries
on  a consolidated basis. Unless the context indicates otherwise, all references
to  a  fiscal  year  are  to  our  fiscal  year. This Annual Report on Form 10-K
includes  references  to  our  registered trademarks and brand names, including:
ROCKSHOX,  JUDY,  JETT,  SID,  PSYLO,  DELUXE  and  DUKE.


                                    PART  I

ITEM  1.   BUSINESS  -

GENERAL

     We  are a worldwide leader in the design, manufacture and marketing of high
performance  bicycle suspension products. Our suspension products enhance riding
performance  and  comfort  by  mitigating  the  impact  of  rough terrain and by
providing  better  wheel  contact  with  the  riding surface. The Company, which
currently  manufactures  front  suspension  forks,  rear  shocks  and suspension
seatposts  for  mountain  bikes,  has  combined  technical  innovation with high
quality  products  and  creative  marketing  to establish one of the most widely
recognized  brand  names  in  the  bicycle  industry.

     For  the  2001  model  year,  we  offered seventeen front suspension forks,
including  four  new  models,  four  rear shocks, and two suspension seat posts.

     Approximately  77%  of  our  net  sales in fiscal 2001 represented sales to
original  equipment manufacturers ("OEMs"), such as Trek Bicycle Corp. ("Trek"),
Giant  Manufacturing Company, Ltd. ("Giant") and Specialized Bicycle Components,
Inc.("Specialized"),  which  incorporate  ROCKSHOX branded components as part of
new,  fully-assembled  mountain bikes sold worldwide. Our products are also sold
as  an  accessory  component  to  consumers  through  a  network  of over 10,000
independent  bicycle  dealers  ("IBDs")  worldwide.

     Our  principal executive office is located at 1610 Garden of the Gods Road,
Colorado  Springs,  Colorado  80907;  our  telephone  number  is (719) 278-7469.

     In  March  2000,  RockShox,  Inc.  announced  that  it  would  relocate and
consolidate  its  corporate,  assembly  and  distribution operations to Colorado
Springs,  Colorado.  The Sales, Marketing, Research and Development, Information
Technology,  Finance, and Human Resources divisions moved from the San Jose area
to  a  leased  location in Colorado Springs in the summer of 2000. The Company's
assembly  and  distribution  operations remained in San Jose location until they
were  relocated  to  Colorado  Springs  in  April  2001.  The Company expects to
complete its planned relocation by the summer of 2001, at a total operating cost
of  approximately  $5  million. The machine shop, which employs approximately 40
employees,  is expected to continue to operate in San Jose through the summer of
2002.  The  Company continues to evaluate options for that portion of operations
beyond  that  date.

     In  fiscal  year  2001,  RockShox,  in  voluntary cooperation with the U.S.
Consumer  Product Safety Commission (CPSC), conducted a recall of the 2001 model
year Metro, Jett and Judy TT model suspension forks.  Following up on reports of
failures in the field, we determined that there was a potential for failure of a
structural component, the compression rod, under a unique set of conditions.  To
protect  our  customer's  health  and safety, RockShox immediately contacted the


                                        4
<PAGE>
CPSC  and  initiated  a  program to retrofit over 220,000 forks in 26 countries.
The  recall was announced on October 12, 2000 and all retrofit kits were shipped
and  forks reworked by November 30, 2000.  The cost for this recall and retrofit
program  was  approximately  $1.9  million.

PRODUCTS

     ROCKSHOX  suspension  products  are  generally  designed  to enhance riding
performance  and  comfort,  and include front suspension forks, rear shocks, and
seatposts  based  on  elastomer technology or hydraulically damped systems using
coil  or  air springs. Our bicycle suspension systems incorporate two functional
components:  a  spring  and  a damper. The spring function absorbs the impact of
rough  terrain  and  returns the suspension device (fork, shock, or seatpost) to
its  original  position  after  compression.  The damper also absorbs impact and
moderates  the  movement  of the suspension device as it returns to its original
position.  As a result, suspension provides better wheel contact with the riding
surface,  especially  on  off-road or nonpaved surfaces, enabling the cyclist to
ride  with  more  speed,  comfort  and control. The suspension seatpost provides
improved  comfort and control for cyclists with bikes that are not equipped with
rear  wheel  suspension.

     Each  of  our  products  uses  aerospace  alloys  and  features  adjustable
suspension,  a  progressive  spring rate, structural rigidity and low weight. We
believe  that  the key to any suspension system is the spring rate, which allows
the suspension device to move easily over small bumps, but not "bottom out" over
larger  ones.  The  structural  rigidity of our suspension products improves the
rider's  ability  to control the bike, while low weight enhances overall bicycle
performance.  Each  of  our  products is covered by a one-year limited warranty.

     Our  2001  models represent our broadest line of product offerings to date.
For  the 2001 model year, we offered seventeen front suspension forks, including
four  new  models,  four  rear  shocks,  including  our  SID  Air model, and two
suspension  seat  posts.  For  the  2001  model year, all RockShox products have
received  a multitude of changes and upgrades aimed at increased performance and
durability.

     The newest member of the Rock Shox family for 2002 is Duke. This fork takes
the place of lower end SIDs, the XC and 100, and the Judy Race. The platform has
been  specifically  developed  around  the evolving demands of the sport, and is
designed  to  provide  both  performance  and  visual  excitement.

The  following  tables  summarize  our  2001  product  offerings  of  front
forks  and  rear  shocks:

<TABLE>
<CAPTION>
                                        FRONT FORKS

                                Suggested
                  Typical        Retail
                   Retail       Price In                                               Date of
                 Bike Price     Accessory                           Suspension         Original
   Model          Point (1)       Market           Use              Technology       Shipment (2)
--------------  -------------  -----------  ---------------------  ---------------   --------------
<S>              <C>            <C>         <C>                     <C>               <C>
METRO XC         $300-$500       $ 99.00    Trekking: Commuting     Coil Spring       Jun-00
                                            Comfort

METRO SL         $400-$800        N/A AM    Trekking: Commuting     Coil Spring       Jun-00
                                            Comfort

JETT             $300-$500       $ 99.99    Cross-Country;Moderate  Coil Spring       May-98
                                            Terrain


                                        5
<PAGE>
JUDY TT          $400-$800       $149.99    Cross-Country;Moderate  Coil/MCU          Jun-00
                                            Terrain

JUDY C           $550-$900        N/A AM    Cross-Country;Moderate  HydraCoil System  Jun-00
                                            Terrain

JUDY XC          $600-$1000      $229.99    Cross-Country;Moderate  HydraCoil System  May-97
                                            Terrain

JUDY SL          $650-$1200      $289.99    Cross-Country;Moderate  HydraCoil System  Sep-94
                                            Terrain

JUDY RACE        $800-$1300      $349.99    Cross-Country Racing    HydraCoil System  Jun-99

SID XC           $1000-$2500     $429.99    Cross-Country;Racing    Hydra Air System  Jun-97

SID 100          $1000-$2000     $459.99    Cross-Country;Racing;   Hydra Air System  Jun-99
                                            Enduro

SID SL           $1300-$4000     $579.99    Cross-Country;Racing    Dual Air System   Jul-97

SID RACE         $1500-$4000     $619.99    Pro Cross-Country       Dual Air System   Jul-97
                                            Racing

SIDNEY           $1500-$4000     $699.99    Pro Cross-Country       Dual Air System   Oct-00
                                            Racing

PSYLO XC         $700-$1400      $329.99    Enduro;Cross-Country;   Single Sided Air  Jun-00
                                            Dual Slalom             Pure

PSYLO SL         $1000-$2500     $439.99    Enduro;Cross-Country;   Single Sided Air  Jun-00
                                            Dual Slalom             Pure

PSYLO RACE       $1300-$4000     $579.99    Pro Enduro Racing;      Single Sided Air  Jun-00
                                            Dual Slalom Racing;     Pure
                                            Cross-Country

BOXXER           $2500+        $1,349.99    Pro Downhill Racing     HydraCoil System  Nov-97
</TABLE>


<TABLE>
<CAPTION>
                                        REAR SUSPENSION

                                Suggested
                  Typical        Retail
                   Retail       Price In                                               Date of
                 Bike Price     Accessory                           Suspension         Original
   Model          Point (1)       Market           Use              Technology       Shipment (2)
--------------  -------------  -----------  ---------------------  ---------------   --------------
<S>              <C>            <C>         <C>                     <C>               <C>
<S>             <C>             <C>          <C>                   <C>                <C>
REAR SC         $1000-$1500      N/A AM       Cross-Country         Dual Air System    Jul-98

SID REAR SC ADJ $1200-$2500      N/A AM       Cross-Country         Dual Air System    Jul-99

SID REAR SC LO  $1700-$3500      $259.99      Cross-Country         Dual Air System    Jun-00

SID REAR RACE   $1700-$3500      $294.99      Pro Cross-Country     Dual Air System    Jun-00
                                              Racing

DELUXE          $800-$1400       N/A AM       Downhill Racing;      Coil Spring        Jun-95
                                              Enduro Racing

DELUXE ADJ      $1000-$1500      N/A AM       Downhill Racing;      Coil Spring        Jun-96
                                              Enduro Racing

PRO DELUXE      $1500-$4000      N/A AM       Pro Downhill Racing;  Coil Spring        Jul-95
                                              Enduro Racing

MOUNTAIN POST   $1000-$2000     $119.99       Hardtail Seatposts     MCU               May-98

ROAD POST       $1200-$2500     $119.99       Road Bicycling         MCU               Aug-99
                                              Seatpost
</TABLE>


                                        6
<PAGE>
(1)  The typical retail bike price point represents management's estimate of the
     U.S.  retail  range  for  OEM  mountain  bikes  that  include the indicated
     product.

(2)  Models  are  generally  upgraded  and  revised  periodically.

(3)  MCU  stands  for  Microcellular  Urethane  spring.

(4)  Hydracoil  system  is a single coil spring housed in each fork leg, and is
(6)  coupled  with  an  open  oil  bath  damper.

(5)  HydraAir  system  is an air spring housed in each fork leg, coupled with an
     open  oil  bath  damper.

(6)  Single-sided  is an isolated spring medium located on one side of the fork.

(7)  Dual  air  is our custom-tuning feature for air forks, using a positive and
     negative  air  chamber.

(8)  Pure  is  our  compression  and  rebound  damping  system  and  features  a
     compression  lockout.

(9)  Coil spring is a positive spring medium utilizing a steel spring instead of
     an  air  spring.


RESEARCH  AND  DEVELOPMENT

     As  of  March 31, 2001, our product development activities are supported by
17  professionals,  including  9  project  engineers. Development for each major
product line (Metro, Judy, Duke, Psylo, SID, Boxxer, Deluxe, Seat Post, etc.) is
conducted  using an array of sophisticated design and analytical tools. A senior
level  project  engineer  heads  each  product  platform.  Design  assistance is
received  from  additional  engineers  and  technicians. We also have an ongoing
advanced  technologies  program,  which investigates new technologies, materials
and  processes  not  utilized  for  current  products.

      We  maintain  a  well-equipped  test  laboratory  to collect data and test
products  prior  to  and  after  commercial introduction. The test laboratory is
managed  by  a  Test  Lab  Supervisor,  and  is staffed with two technicians who
conduct  a variety of performance tests, accelerated life tests, and analysis on
products  and  components.

      The  product  development process usually begins one to two years prior to
the  expected commercial introduction of a new product, and generally focuses on
having  a  product  ready  for distribution at the start of the applicable model
year.  In  addition, short-term projects involving upgrades of existing products
and  improvements  to manufacturing processes occur regularly. New product ideas
come  from  a  variety  of  sources,  including  mountain bike race teams, OEMs,
consumers  and  employees.  Products  are developed using design and engineering
software  tools  that  provide  full  parametric  three-dimensional modeling and
finite  element  analysis,  allowing for computer optimization of structures and
greatly  reducing  the  time  required  to develop and prototype designs. At the
beginning  of every product development cycle, we establish an interdepartmental


                                        7
<PAGE>
team  which  includes  representatives  from  our  engineering,  manufacturing,
marketing,  quality,  sourcing  and  customer  service  departments.  This
interdepartmental  approach  to product development reduces time to market while
significantly  enhancing  product  quality.

        Current areas of focus for product development include, among others:

-    research  in  the  area  of  product  design,  materials  and manufacturing
     processes  to  reduce  the  cost and improve the performance of our current
     products;
-    investigation  of  potential  new  products  and  technologies;
-    the  introduction  of  products appropriately priced for a broad segment of
     the  mountain  bike  market;  and
-    the  design  of  new  products,  such  as a suspension systems for trekking
     bikes.

     Our  future  success  will  depend,  in part, upon our continued ability to
develop  and  successfully introduce new and popular bicycle suspension products
and  other  types  of bicycle components. There can be no assurance that we will
introduce  any  new  products  or, if introduced, that any such products will be
commercially  successful.

      Our  company-sponsored  research  and  product development expenditures in
fiscal years 2001, 2000, and 1999 were approximately $2.3 million, $3.6 million,
and  $4.9  million,  respectively.  Our  reductions  in research and development
expenditures  are primarily due to headcount reductions and consolidation of our
facilities  surrounding  our  move  to  Colorado.


MANUFACTURING

     The  manufacturing of our branded products was divided into three locations
for  the  Model  year  2001.  The higher price point products, Judy, SID, Psylo,
Boxxer,  were  assembled at the San Jose facility. For the first three quarters,
all  seat  post  and  rear  shock absorbers were assembled in San Jose, and then
transitioned  to  Colorado  Springs in the last quarter of fiscal year 2001. The
Jett C was assembled in Taiwan pursuant to a strategic relationship that we have
developed  with  one  of  our  vendors,  Spinner,  Inc.,  while  the Judy TT was
assembled in both the U.S. and Taiwan. We have a one year contract with Spinner,
Inc.  This  contract  provides  for  our  annual  review  and audit of Spinner's
operations.  The  current Spinner contract expired in May 2001, and the contract
provides  for  monthly  renewals  until a new contract is signed. The Company is
currently  negotiating  a  new  contract with Spinner, which we anticipate to be
signed  by  July  2001.

     Product  assembly  at  San  Jose  and  Colorado  Springs  is carried out on
multiple  continuous  flow  lines, which incorporate Statistical Process Control
(SPC)  and  error-proofing  devices for improved product quality.  The lines are
designed  to  have  a  daily  output which can be flexed by changing the station
staffing,  in  response  to  the  seasonal  nature  of the bicycle market.  Most
component  parts  are  procured  from  a  supply base that is being continuously
developed  to  meet  our  needs  for  quality,  timely  delivery  and  cost.  We
established  some  in-house  manufacturing  of  critical components, achieving a
level  of  vertical  integration  especially  for the telescoping upper tubes of
front  forks  and  the  shafts  for  rear  shock absorbers.  We worked to assure
quality  for surface finish and hardening by nitriding of steel and anodizing of


                                        8
<PAGE>
aluminum, which has contributed to improve durability and functional consistency
for  our  products.

     As  of  March  31,  2001,  we  employed  approximately  120  non-unionized
employees,  and  approximately 77 temporary hires for manufacturing.  Additional
temporary  employees  are  recruited as the seasonal nature of the market demand
builds  to  its peak, typically from June through January.  The San Jose factory
operated  two  working  shifts throughout the year on some product lines, and we
add  a second shift on others as needed.  Extensive training, especially for new
hires, and for critical changes for new product launch, is carried out.  We have
formal  release  of  written  work  instructions,  including  detailed  exploded
drawings  to  easily  show  the  sequence  of  assembly.  We are also developing
supplemental  training  with  video.  We  believe  that  we  have  significantly
strengthened SPC and error proofing during Model Year 2001.   In-Process Quality
Assurance routinely assesses the daily output of the manufacturing lines, and we
routinely  audit  functional  and  durability using our Product Test Center.  We
track  and  reduce  the  "cost  of quality" measurable every month, and actively
document  and  track  all  quality  concerns  for effective Permanent Corrective
Action.

     We work closely with our supply base, and depend upon certain key suppliers
to  provide  key  core  competencies,  such  as forgings and castings and molded
polymers  that  have  been  optimized for weight, structural integrity, wear and
cost.  We have neither long term supply contracts with any vendors, nor multiple
vendors  for  all  of  our component parts.  While we have developed a strategic
relationship  with  Spinner,  Inc.  ("Spinner")  for some low price points forks
assembled in Taiwan, we have also started to explore off-shore sources for parts
where  reduced  cost  can be selectively achieved without compromise to quality,
performance,  or  timely  delivery. The Spinner contract provides for our annual
review  and  audit  of  Spinner's operations.  We track all vendors for quality,
delivery  and  cost  reduction  opportunities,  and  we  have  an  active vendor
improvement  plan.

     In  January  1999  we  changed  to  a  new Oracle-based Enterprise Resource
Planning  (ERP)  system.  This  system  allows  initial  model year forecasting,
continuously updated as the production year develops, to drive material planning
and  procurement.  We  intend  to  continue  leveraging our ERP system's on-time
delivery  as  we  move  into  Model  Year  2002.  We  also intend to continue to
significantly  reduce  our  overall  inventory  levels.

     We  generally  require  firm  purchase  orders  from  OEM  customers, which
represent  the majority of our orders. We manage our stock levels over the model
year  to maximize availability during the peak season, and minimize overstocking
as the model year changes. Our "backlog" of unfulfilled orders on March 31, 2001
was  $3.8  million,  compared to $6.0 million on March 31, 2000. We expect to be
able  to  fill the entire backlog during the first quarter of the current fiscal
year.


SALES  AND  DISTRIBUTION

     Our  products  are primarily sold to OEMs, which incorporate our components
as  part  of  new,  fully-assembled  mountain  bikes sold worldwide, and through
distributors  or, in some cases, directly to IBDs, each of whom serve the retail
accessory market. For the fiscal year ended March 31, 2001, approximately 77% of
our  net sales were to OEMs and approximately 23% were to distributors and IBDs.
OEM  customers are important to us, since bicycle suspension has evolved from an


                                        9
<PAGE>
accessory  niche  component  into  standard  equipment  found  on higher quality
mountain  bikes.  The following table demonstrates the historical pattern in our
customer  base  and  product  distribution:



                                  Years Ended March 31,
                 -------------------------------------------------------------
(in thousands)          2001               2000                   1999
                 -------------------  -------------------  -------------------
                             % of                 % of                 % of
                    Net       Net        Net       Net        Net       Net
                   Sales     Sales      Sales     Sales      Sales     Sales
                 ---------  --------  ---------  --------  ---------  --------

OEMs............  $ 57,089      77%   $ 55,495       79%   $ 73,999        85%

Distributors
  and IBDs......    16,956      23%     14,768       21%     12,864        15%
                 ---------  --------  ---------  --------  ---------  --------
      Total..... $  74,045     100%   $ 70,263      100%   $ 86,863       100%
                 =========  ========  =========  ========  =========  ========


     We believe that our products play an important role in the sale of bikes by
OEMs, and that OEMs are aware of the influence that our brand and name have on a
consumer's  selection  of a mountain bike. In addition to our strong brand name,
we  believe  that  OEMs  also  choose  our  products  for  product  innovation,
reliability  and  quality. We have seen growth in our aftermarket channel in the
last  few seasons, primarily due to our release of new model year product to the
aftermarket  earlier  in  the season, and a maturing mountain biking market, who
have  proved  more  willing  to upgrade their existing bicycles with new shocks.

     We currently sell to over 266 OEM accounts worldwide. A substantial portion
of  our  sales  flow  from  the export of our products, a significant portion of
which  includes  products  shipped  to  Asian  manufacturing  subcontractors for
certain  U.S.-based  OEMs.

     The  sales  process  for OEM customers generally runs from December through
May,  and  during  this  period, we do presentations of our product line for the
coming  model  year.  Typically, we learn between April and June if our products
have  been  specified  on various OEM bike models and of OEM volume expectations
per  model,  although  such  estimates  are  subject  to  significant adjustment
throughout  the  year.  Shipments  are  then  made  directly to OEMs or to their
subcontractors  (typically  bicycle  frame manufacturers mostly located in Asia)
beginning  in the first quarter of the fiscal year (June quarter) and peaking in
the  second  and  third quarters (July through December). OEM sales slow down in
the  fourth  quarter  of  our  fiscal  year and are principally comprised of OEM
reorders,  which  we  believe  primarily reflect the popularity and sell-through
rates  of  various  OEM  mountain  bikes  that  incorporate  our  components.

     Sales  to distributors and IBDs generally trail the OEM process, with sales
to  distributors  at  their highest during the middle of our fiscal year (August
and  September)  and  sales  to  dealers  peaking during the following March and
April. We currently have four distributors in the United States, two of whom are
owned  by OEM customers, and approximately 64 additional distributors worldwide.
We  believe  that  sales  of  our products through OEM-owned distributors are an
important  revenue source for OEMs and further strengthen our relationships with
our  major customers. Distributors generally purchase our products for resale to
IBDs  and  generally  also provide worldwide servicing and marketing support for


                                       10
<PAGE>
all  of  our  products.  In the U.S., we generally sell directly to IBDs product
quantities  that  are  too  small  for  third-party  distributors  to  process.

     As of March 31, 2001 we had approximately 29 employees performing sales and
customer  service  functions.  Our  principal  sales activities are based in the
United  States.  In  addition,  we  have  a  sales  representative office with 7
contract employees based in Bern, Switzerland. We also have five employees based
in  our Taiwan branch office. Our customer service activities include a warranty
program  managed  by  an in-house technical support department in the U.S. and a
distributor  network  of  technicians  outside  the  U.S.

     In  fiscal 2001, approximately 52% of our sales represented sales to our 10
largest  customers,  such  as Trek, Merida, and Giant, several of which purchase
product as both an OEM customer and a distributor. Sales to our largest customer
represented  11%  of  our  net  sales  in  fiscal  2001.  At March 31, 2001, our
OEM  customer  with  the  largest  accounts  receivable  balances  accounted for
approximately  11%  of  our accounts receivable. As of March 31, 2001, we had no
long-term  contracts  with  any  of  our  customers.


MARKETING

     We  believe  that  our  brand  image,  in  combination with the performance
features  of  our  products, is an important element in a consumer's decision to
purchase  our  suspension  as  an  accessory  product and that our OEM customers
recognize  the  strength  of  our  brand  name  as  a  contributing  factor in a
consumer's  choice  of  mountain  bikes.

     We  promote  and  maintain  our  brand  name  in numerous countries through
focused  marketing  efforts  such  as sponsorship of mountain bike racing teams,
magazine  advertising  and  editorial  programs, IBD packaging and point of sale
materials, participation in tradeshows and promotional clothing and merchandise.
Our  marketing  department oversees all aspects of the promotion of our products
and  brand  name.

     The  principal user of our products is the mountain bike enthusiast between
19  and  34  years  of  age.  To  appeal  to  this market, we emphasize the high
performance  features  of our products as well as our affinity with the mountain
biking  culture.  The  goal  of  our  marketing  efforts  is to communicate both
technical  information  and  an  offbeat  and  irreverent  image.

     The  sponsorship  of  mountain bike racing teams and racers is an important
part  of  our  research and product development efforts as well as our marketing
strategy. We believe that the association of our products with successful racers
enhances our product development efforts and increases consumer awareness of and
demand  for  our  suspension  products. We currently co-sponsor approximately 20
world-class  and  over 70 junior and amateur race teams, many of which also have
affiliations  with  OEMs. Our sponsorship agreements with racing teams generally
are  for a one-year term, and provide for a retainer plus contingent performance
payments.  We  also  provide product and technical support for sponsored racers,
including  access  to our technical service trucks that attend many of the major
races  in  the U.S. and Europe. There can be no assurance that such racing teams
will  continue  to  be  sponsored  by  us  and use our products on terms we deem
acceptable, or that we will be able to attract new mountain bike racing teams to
use  our  products  in  the  future.


                                       11
<PAGE>
     We  advertise  our products in a variety of U.S. and international consumer
and  trade  bicycle  publications, including BICYCLING, BIKE, DIRT RAG, MOUNTAIN
BIKE,  MOUNTAIN BIKE ACTION, MOUNTAIN BIKING, VELO NEWS and BICYCLE RETAILER, as
well as on the World Wide Web. Our goal is to expand awareness of our brand name
and to support product line segmentation with advertising campaigns built around
the  SID,  PSYLO,  JUDY,  and  other product lines. We also seek to increase our
editorial  exposure  in  bicycle  print  media  by working closely with magazine
editors  in  the U.S. and Europe. We believe that our focus on editorial content
has  helped  maintain  high  visibility  for  our  brand  name and our products.

     We  currently support our brand name in the retail bike market by providing
brochures  that  are designed to help explain the technical performance features
of  our  products.  We  generally  provide  brochures  at  cost  or  for free to
distributors  and  IBDs.  We  believe that we also maintain a strong presence at
national  and international tradeshows. As part of our retail marketing efforts,
we market a line of mountain bike clothing. The clothing line includes T-shirts,
cotton  jerseys and hats. We sell our clothing line to distributors and directly
to  consumers  at  race  events.

     Our  sales  and  marketing expenditures totaled approximately $5.6 million,
$6.2  million,  and  $5.3  million  in  fiscal  years  2001,  2000,  and  1999,
respectively.  Future  sales and marketing expenditures are expected to decrease
slightly,  as  we  settle  in  to  our  Colorado  operations.


COMPETITION

     The  markets  for  bicycle  components,  in general, and bicycle suspension
products,  in  particular, are highly competitive. We compete with other bicycle
component  companies  that  produce  suspension  products  for  sale  to  OEMs,
distributors  and  IBDs as well as with bicycle OEMs that produce their own line
of  suspension  products for their own use and for sale through distributors and
IBDs.

     We  compete  with  several  component  companies  that  manufacture  front
suspension  products, including, among others, Answer Products, Inc., a division
of  LDI,  Ltd., which manufactures Manitou products, Rapid Suspension Technology
USA,  Inc.  (RST),  Marzocchi SpA, and SR Suntour USA, Inc. We also compete with
several  component  companies  that  manufacture  rear  shocks, including, among
others,  Fox  Factory,  Inc., RST, Risse Racing Technology, Inc., Amp, Marzocchi
and  Girvin,  Inc. We believe that we currently have the leading market share in
front  suspension  forks,  and  that  we are the second largest producer of rear
suspension  in  the  global  bicycle  industry.

     Today,  Cannondale Corporation is the only major OEM that has its own brand
of  suspension products. Cannondale also makes its suspension products available
to  the  retail  accessory  market.

     In  order to build or retain market share, we must continue successfully to
compete  in areas that influence the purchasing decisions of OEMs, distributors,
IBDs  and consumers, including design, price, quality, technology, distribution,
marketing,  style,  brand  image and customer service. We cannot assure you that
any  number  of  bicycle  component  manufacturers,  OEMs  or  other  companies,
including  those  that  are larger and have greater resources than we do and who
currently  do  not  provide  bicycle  suspension  products or do so on a limited
basis,  will  not  become  direct  or  more  significant  competition for us. In
addition,  OEMs  frequently  design  their bicycles to meet certain retail price


                                       12
<PAGE>
points,  and,  as  a  result,  may choose not to use a suspension product or may
select  a  lower  priced  product  of  ours  or  a competing product in order to
incorporate  other  components  in  a  bicycle's  specifications  that  the  OEM
perceives  as  being  desirable  to the consumer. We could face competition from
existing  or  new  competitors that introduce and promote suspension products or
other bicycle components perceived by the bicycle industry or consumers to offer
price  or  performance  advantages to, or otherwise have greater consumer appeal
than,  our  products.


INTELLECTUAL  PROPERTY

     We  rely  on  a  combination of patents, trademarks, trade names, licensing
arrangements,  trade  secrets,  know-how  and proprietary technology in order to
secure  and  protect our intellectual property rights. Several patents have been
issued  covering aspects of many of our suspension products in the United States
and  abroad.  These  patents specifically cover internal oil damping components,
structural  components,  adjustment  methods,  and  numerous  items specifically
related  to  bicycle fork and shock performance. None of the patents that we are
currently  using  to  enforce our property rights have an expiration date before
2007.  We  cannot  assure  you, however, that our present or future patents will
adequately   protect   our  technologies,  or  that  patents  relating  to  such
technologies will not be successfully challenged or circumvented by competitors.

     We  believe  that  our  brand  name,  "ROCKSHOX,"  offers  us a significant
competitive  advantage.  We  hold  several trademark registrations in the United
States  and abroad for the ROCKSHOX mark and other marks in connection with many
of  our  products.  We  may  file  additional  applications for U.S. and foreign
trademark  protection  in  the  future. However, we cannot assure you that third
parties  have  not  or  will  not  adopt  or register marks that are the same or
substantially  similar  to  our  marks,  or  that such third parties will not be
entitled to use such marks to our exclusion. Selecting new trademarks to resolve
such  situations could involve significant costs, including the loss of goodwill
already  gained  by  the  marks  we  previously  used  or  are  using.

     We  cannot  assure you that our patents, trademarks, trade names, licensing
arrangements, trade secrets, know-how and proprietary technology will adequately
protect  us from potential infringement or misappropriation by third parties. We
intend  to  enforce  our  intellectual  property  rights, and may be required to
undertake  litigation  to do so. Any such litigation could result in substantial
cost  to  and  diversion  of  effort  by  us. In addition, due to considerations
relating  to,  among  other  things, cost, delay or adverse publicity, we cannot
assure  you  that  we  will elect to enforce our intellectual property rights in
every  instance.

     We  have  received,  and  may  receive  in  the  future,  claims  asserting
infringement  by  us  of  intellectual property rights held by third parties. We
have recently been named defendant in two pending lawsuits, Halson Designs, Inc.
                                                          ----------------------
v.  RockShox,  Inc.,  Civil Action No. 00-1578-PA, in the United States District
-------------------
Court  for  the District of Oregon, and Answer Products, Inc. v. RockShox, Inc.,
                                        ---------------------------------------
Case  No.  CV  01-02635  ER  (RZx),  in the United States District Court for the
Central  District  of  California.  The  Company  is  vigorously  defending both
lawsuits.  Such  lawsuits  may  result  in  substantial cost to and diversion of
effort  by  us,  and  could  have  a  material  adverse  effect  on  us.


ENVIRONMENTAL  MATTERS


                                       13
<PAGE>
     We are subject to federal, state and local laws, regulations and ordinances
that  (i)  govern  activities  or operations that may have adverse environmental
effects  (such  as  emissions  to  air, discharges to water, and the generation,
handling, storage, transportation, treatment and disposal of solid and hazardous
wastes)  or  (ii)  impose  liability for cleaning up or remediating contaminated
property  (or  the  costs therefor), including damages from spills, disposals or
other  releases  of  hazardous  substances  or  wastes, in certain circumstances
without  regard  to  fault.  Our  manufacturing operations routinely involve the
handling  of  chemicals  and  wastes,  some  of which are or may be regulated as
hazardous  substances.  We  have  not  incurred, and do not expect to incur, any
significant  expenditures or liabilities for environmental matters. As a result,
we  believe  that our environmental obligations will not have a material adverse
effect  on  our  operations  or  financial  position.


GOVERNMENT  REGULATION

     Bicycle  suspension  products  sold  in  the  United  States are within the
jurisdiction  of the United States Consumer Product Safety Commission (CPSC) and
other  federal,  state  and foreign regulatory bodies. Under CPSC regulations, a
manufacturer  of consumer goods is obligated to notify the CPSC, if, among other
things,  the  manufacturer  becomes  aware that one of its products has a defect
that  could  create  a  substantial  risk of injury. If the manufacturer has not
already  undertaken  to  do  so, the CPSC may require a manufacturer to recall a
product,  which  may  involve  product  repair,  replacement  or  refund.

     In  1996,  the  CPSC  sent a letter to major manufacturers and importers of
mountain  bikes as well as several suspension component manufacturers, including
us, expressing concern about reports of injuries and recall activity relating to
failures  of  mountain  bike  suspension  forks  and  urging  manufacturers  to
participate  in  the  development  of voluntary safety performance standards for
such  suspension products through the American Society of Testing and Materials,
or  ASTM.  These  standards  are  expected  to  be implemented in the future. In
anticipation  of  the  standards  implementation  by  the ASTM, we are currently
testing  our  products  in  the manner proposed by the ASTM. These standards, if
adopted, could increase the development and manufacturing costs of our products,
make  our products less desirable (by, for example, increasing the weight of our
products)  or  favor a competitor's product. We cannot predict whether standards
relating  to our products or otherwise affecting the bicycle suspension industry
will be adopted, nor can we assure you that the implementation of such standards
will  not  have  a  material  adverse  effect  on  us.

     Several  local,  state  and federal authorities have considered substantial
restrictions  or  closures  of public trails to biking use, citing environmental
concerns  and  disputes between mountain bikers and other trail users, including
hikers.  Such  restrictions  or  closures,  if  implemented  in  a  regional  or
widespread manner, could lead to a decline in the popularity of mountain biking,
which  could  have  a  material  adverse  effect  on  us.


PRODUCT  RECALL

     Bicycles  and  bicycle  components,  including  suspension  products,  are
frequently  subject  to  product  recalls, corrective actions and manufacturers'
bulletins.  Prior  to  2001,  RockShox  had  conducted five voluntary corrective
actions.  None of these five corrective actions has been financially material to


                                       14
<PAGE>
us.  In  fiscal  year  2001,  RockShox,  in voluntary cooperation with the CPSC,
conducted  a  recall  of  the  2001  model  year  Metro,  Jett and Judy TT model
suspension  forks.  Following  up  on  reports  of  failures  in  the  field, we
determined that there was a potential for failure of a structural component, the
compression  rod,  under  a  unique set of conditions. To protect our customer's
health  and  safety,  RockShox  immediately  contacted  the CPSC and initiated a
program to retrofit over 220,000 forks in 26 countries. The recall was announced
on  October  12,  2000  and all retrofit kits were shipped and forks reworked by
November  30,  2000.  The  cost  for  this  recall  and  retrofit  program  was
approximately  $1.9  million.

     The  number  of  suspension  products sold by us has dramatically increased
since  we  were  founded  in  1989.  New  product  introductions  are  occurring
frequently,  and  our  products may not have been used by riders for a period of
time  sufficient  to  determine  all  of  the  effects  of prolonged use and the
environment  on such products. As a result, we cannot assure you that there will
not  be  recalls,  corrective  actions  or  other  activity  voluntarily  or
involuntarily  undertaken by us or involving the CPSC or other regulatory bodies
on  a  more frequent basis or at a higher cost than in the past, involving past,
current  or  future  products,  including  those  products previously subject to
voluntary corrective action, any of which could have a materially adverse effect
on  us  or  our  prospects.


SEASONALITY

     See  "Selected  Quarterly  Financial  Data; Seasonality" under Item 7 for a
discussion  regarding  seasonality.


FINANCIAL  INFORMATION  ABOUT  GEOGRAPHIC  AREAS

     See  Note  12  to the Notes to the Consolidated Financial  Statements for a
discussion  regarding  our  foreign  operations.


EMPLOYEES

     As  of  March 31, 2001, a seasonal low point, we employed approximately 287
full-time  employees.  As  we  continued  to close the California operations, we
employed  approximately  240  full-time employees on May 31, 2001. As we move to
our  seasonal  high  production  demands,  we  plan  to employ approximately 300
full-time employees by July 2001. We are not a party to any labor agreements and
none  of  our  employees  are  represented  by  a  labor  union. We consider our
relationship  with  our  employees  to be good and have never experienced a work
stoppage.


CERTAIN  FACTORS  THAT  MAY  AFFECT  THE  COMPANY'S  BUSINESS AND FUTURE RESULTS

      This report contains various forward-looking statements within the meaning
of  Section  27A  of the Securities Act of 1933, as amended, and Section 21E of
the  Securities  Exchange  Act  of  1934,  as  amended,  that  involve risks and
uncertainties.  Forward-looking  statements  may  also be contained in our other
reports  filed  under the Securities Exchange Act of 1934, in our press releases
and  in  other  documents.  In  addition,  from  time  to  time,  we through our
management  may make oral forward-looking statements. Forward-looking statements


                                       15
<PAGE>
generally refer to future plans and performance, and are identified by the words
"believe",  "expect",  "anticipate",  "optimistic", "intend", "aim", "will", the
negative  thereof  and  similar  expressions.  We caution you not to place undue
reliance on these forward-looking statements, which speak only as of the date of
which  they  are  made and may be affected by numerous factors. Because of these
factors,  which  may  affect  our  operating results, past financial performance
should  not  be  considered as an indicator of future performance, and investors
should  not  use  historical  trends  to  anticipate results or trends in future
periods.   We   undertake  no  obligation  to  update  publicly  or  revise  any
forward-looking  statements.

      Important  factors  that  could  affect  our  ability to achieve financial
and  other  goals  and  cause  actual  results  to  differ  materially  from our
forward-looking  statements  include,  but  are  not  limited to, the following:

  --  The loss of or substantial decline in purchases of our products by, or the
      financial  insolvency  of, any of our largest customers individually, or a
      number  of  our  other customers in the aggregate, could have  a  material
      adverse effect  on  us.

  --  Any misjudgment by us or any of our OEM customers of the demand for any of
      its  respective  products  could  have  a  material  adverse effect on us.

  --  We entered into a new debt agreement with  our  primary  lender.  This new
      agreement requires  us  to  adhere  to  certain  financial  covenants.  We
      are  currently negotiating  with  the  lender to lower  certain  covenants
      even further. However, these  lower  covenants  have not been  approved by
      the lender. If the revised covenants  are  approved,  we  expect to  be in
      compliance with the new covenants  throughout  the current year.  However,
      there  is  no  assurance  the  expected  results  will  be  achieved.

  --  Unexpected  difficulties  encountered during relocation, risk of operating
      in  two  cities,  or  management's  inability  to  respond effectively to,
      or  plan  for  such relocation could have a material adverse effect on us.

  --  Product  recalls,  corrective  actions  or  other  activity voluntarily or
      involuntarily  undertaken  by us or involving the CPSC or other regulatory
      bodies  could  have  a  material  adverse  effect  on  us.

  --  The  loss  of  any  member  of  our  senior  management team and other key
      personnel,  including  certain members of our product development team, or
      the  inability to attract, retain and motivate key personnel, could have a
      material  adverse  effect  on  us.

  --  Our  failure  to  introduce  sufficient  technological advances or lack of
      timely  introduction  of  sufficient new  products,  or if introduced, the
      lack of commercial success of such products, could have a material adverse
      effect  on  us.

  --  Competition  from  existing  or new competitors that introduce and promote
      suspension  products  or other bicycle components perceived by the bicycle
      industry  or consumers to offer price or performance advantages to or that
      otherwise  have  greater  consumer  appeal  than our products could have a
      material  adverse  effect  on  us.

  --  The  costs attendant to our defense  of, or an adverse judgment regarding,
      the  patent  lawsuits  brought  by  Halson or Answer Products could have a
      material adverse  effect  on  us.

  --  The  assertion  by  any  person of rights in, or ownership of, any of  our
      patents,  trademarks  or other  proprietary  rights,  unless  successfully
      defended by us could have a material adverse effect on  us.  In  addition,
      the laws  of certain foreign countries do  not protect proprietary  rights
      to the same  extent  as  do  the  laws  of  the  United  States.


                                       16
<PAGE>
  --  The failure of a key supplier to meet our product needs on a timely basis,
      the loss of a key supplier or any significant disruption in our production
      or  distribution  activities for any other reason, including an earthquake
      or  other  catastrophic event, could have a material adverse effect on us.

  --  Because the bicycle industry is, and many of our OEM customers are, highly
      dependent on manufacturing in and selling to  overseas  locations, changes
      in economic conditions, currency exchange rates, tariff regulations, local
      content  laws  or  other trade restrictions or political instability could
      adversely  affect  the cost  or availability of products sold by or to the
      bicycle industry as a whole and to our OEM customers in particular, any of
      which  could  have  a  material  adverse  effect  on  us.

  --  Due  to  the  uncertainty  as to the number of product liability claims or
      the  nature  and  extent of liability for personal injuries and changes in
      the historical or future levels of insurance coverage or the terms or cost
      thereof,  our product liability insurance may not be adequate or available
      to  cover  product  liability  claims or the applicable insurer may not be
      at  the  time  of  any  covered  loss,  any of which could have a material
      adverse  effect  on  us.

  --  Adverse  publicity relating to mountain bike suspension or mountain biking
      generally,  or publicity  associated  with  actions  by the CPSC or others
      expressing  concerns about  the  safety or function of our products, other
      suspension products or mountain  bikes,  could  have  a  material  adverse
      effect  on  us.

  --  Any  decline  in  general  economic  conditions,  uncertainties  regarding
      economic  prospects  or  changes  in  other  economic  factors that affect
      consumer  spending  could  have  a  material  adverse effect on our direct
      customers  (OEMs,  distributors,  IBDs)  and,  therefore,  on  us.


ITEM  2.    PROPERTIES

     Our  headquarters  are  located  in  an  approximately  102,500 square foot
building  in  Colorado  Springs,  Colorado,  pursuant to a lease that expires in
2011.  Approximately  25,000  square feet of the former headquarters building in
San  Jose,  California has been sublet to a third party for the remainder of the
master  lease. We lease two other facilities of approximately 15,000 and 100,000
square  feet  in the San Jose area pursuant to a lease that expires in 2002. The
larger  facility  in  San Jose includes 50,000 square feet that is not currently
being  used  by  us, and we continue to attempt to sublease this unused portion.
The  15,000 square-foot facility is not currently being used by us, and has been
subleased  in  its entirety until the end of the lease term. We believe that our
existing  facilities  are  adequate  to  meet  our  existing  requirements.


ITEM  3.    LEGAL  PROCEEDINGS

      We  are  involved  in  certain  legal  matters  in  the ordinary course of
business, including the alleged infringement of patents in the Halson and Answer
Products  cases.  No  provision  for  any  liability  that  may  result upon the
resolution  of  these  matters  has  been  made  in  the  accompanying financial
statements  nor  is  the  amount  or  range of possible loss, if any, reasonably
estimable.  See  "Certain  Factors  That  May  Affect the Company's Business and
Future  Results."


                                       17
<PAGE>
ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

      No  matters were submitted to a vote of security holders during the fourth
quarter  of  fiscal  2001.


                                    PART II

ITEM  5.    MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
            MATTERS

     From  September  26,  1996  through  October 30, 2000, our common stock was
listed  on The NASDAQ Stock Market under the symbol "RSHX." On October 30, 2000,
we  received  notice  from  the  NASDAQ  Stock  Market  that  our stock would be
de-listed  and  would be automatically eligible to be traded on the OTC Bulletin
Board effective October 31, 2000. Our minimum bid price per share had been below
$1.00  for over 30 consecutive days, and we were not able to evidence reasonably
certain  ongoing  compliance  with  the NASDAQ National Market listing standards
requirement  regarding  minimum  bid  price.

     The following table sets forth, for the periods indicated, the high and low
sales  prices  of  our  common  stock,  as  reported.

                                                High      Low
                                              --------  -------
     Year  ended  March  31,  2000
     -------------------------------
     First  quarter . . . . . . . . . . .      $1.66     $0.94
     Second  quarter. . . . . . . . . . .      $1.31     $0.88
     Third  quarter . . . . . . . . . . .      $2.06     $0.44
     Fourth  quarter. . . . . . . . . . .      $2.00     $0.95

     Year  ended  March  31,  2001
     -------------------------------
     First  quarter . . . . . . . . . . .      $1.16     $0.50
     Second  quarter. . . . . . . . . . .      $1.00     $0.50
     Third  quarter . . . . . . . . . . .      $0.81     $0.34
     Fourth  quarter. . . . . . . . . . .      $0.91     $0.41


     On  July 17, 2001, the closing sales price per share of our common stock as
reported  on  the  OTC  Bulletin  Board  was $0.45. On July 17, 2001, there were
1,769  shareholders  of  our  common  stock.

     During our past three fiscal years, our Board of Directors has not declared
a  cash  dividend  on  our  common  stock.  We currently intend to retain future
earnings  for  use  in our business and, therefore, do not anticipate paying any
cash  dividends  in  the  foreseeable  future.


ITEM  6.    SELECTED  FINANCIAL  DATA

      The  selected  financial  data  set forth below have been derived from our
audited  consolidated  financial  statements  and the related notes thereto. The
following  selected  financial  data  should  be  read  in  conjunction with our
consolidated  financial  statements  and  the  related notes thereto and Item 7,


                                       18
<PAGE>
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
                                                               Years Ended March 31,
                                               -----------------------------------------------------
                                                 2001        2000      1999        1998       1997
                                               -------      -------   -------    --------   --------
<S>                                            <C>          <C>       <C>        <C>         <C>
STATEMENT OF OPERATIONS DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA):

Net sales ............................         $74,045      $70,263   $86,863    $102,203   $106,212
Cost of sales ........................          60,076       62,446    71,000      73,183     67,115
                                               -------      -------   -------    --------   --------
   Gross profit ......................          13,969        7,817    15,863      29,020     39,097
                                               -------      -------   -------    --------   --------
Selling, general and administrative
   expenses ..........................          13,351       15,850    14,163      13,363     12,137
Research, development and
   engineering expense ...............           2,346        3,594     4,907       4,873      4,801
Restructuring and non-recurring
  charges ............................           3,990          ---      (541)      3,326      6,580
                                               -------      -------   -------    --------   --------
      Income (loss) from operations ..          (5,718)     (11,627)   (2,666)      7,458     15,579
Interest expense (income) and other
   expense, net ......................              67           45      (277)       (606)     2,205
                                               -------      -------   -------    --------   --------
      Income (loss) before income
        taxes ........................          (5,785)     (11,672)   (2,389)      8,064     13,374
Provisions for (benefit from)
   income taxes ......................             308          789      (669)      2,944      5,149
                                               -------      -------   -------    --------   --------
      Income (loss) before
        extraordinary loss ...........          (6,093)     (12,461)   (1,720)      5,120      8,225
Extraordinary loss, net of tax
   benefit of $885,000 ...............             ---          ---       ---         ---      1,328
                                               -------      -------   -------    --------   --------
      Net income (loss) before
        accretion ....................          (6,093)     (12,461)   (1,720)      5,120      6,897
Accretion for dividends on
   mandatorily redeemable.............             ---          ---       ---         ---        185
                                               -------      -------   -------    --------   --------
      Net income (loss) available
         to common stockholders ......         $(6,093)    ($12,461)  ($1,720)     $5,120     $6,712
                                               =======      =======   =======    ========   ========
Income (loss) per share before
   extraordinary loss - basic.........          ($0.44)      ($0.91)   ($0.13)      $0.37      $0.71
Loss per share from extraordinary
   item - basic.......................             ---          ---       ---         ---      (0.12)
                                               -------      -------   -------    --------   --------
     Net income (loss) per share -
         basic........................          ($0.44)      ($0.91)   ($0.13)      $0.37      $0.59
                                               =======      =======   =======    ========   ========
Cash dividend per share...............              --           --        --          --         --
                                               =======      =======   =======    ========   ========
Shares used in per share
   calculation - basic................          13,761       13,761    13,761      13,717     11,430
                                               =======      =======   =======    ========   ========

Income (loss) per share before
   extraordinary loss - diluted.......          ($0.44)      ($0.91)   ($0.13)      $0.36      $0.69
Loss per share from extraordinary
   item - diluted.....................              --           --        --          --      (0.11)
                                               -------      -------   -------    --------   --------
     Net income (loss) per share -
         diluted......................          ($0.44)      ($0.91)   ($0.13)      $0.36      $0.58
                                               =======      =======   =======    ========   ========
Shares used in per share
   calculation - diluted..............          13,761       13,761    13,761      14,030     11,641
                                               =======      =======   =======    ========   ========
</TABLE>


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                Years Ended March 31,
                                               -----------------------------------------------------
                                                 2001         2000       1999      1998       1997
                                               -------      -------    -------   --------   --------
<S>                                            <C>          <C>       <C>        <C>         <C>
BALANCE SHEET DATA (IN THOUSANDS):
Working capital ...................            $7,848       $10,647    $20,067    $22,372    $23,722
Total assets ......................            29,783        35,804     48,765     52,259     45,875
Total debt ........................             1,183            --         --         --         --
</TABLE>


ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
           RESULTS  OF  OPERATIONS

GENERAL

     We  are a worldwide leader in the design, manufacture and marketing of high
performance  bicycle  suspension  products.  Substantially all of our historical
revenues  have  been  attributable  to  sales  of mountain bike front suspension
forks.  Our  two  principal  channels of distribution are: (i) sales to OEMs and
(ii)  sales  to distributors and IBDs, which we refer to as the retail accessory
market.  A  large  portion  of  our sales are to a small group of OEM customers.

     We  have  substantial  export sales, a significant portion of which include
products  shipped  to  Asian manufacturing subcontractors for certain U.S.-based
OEMs.  We  believe  that  a substantial portion of these products are ultimately
shipped  back  to  the  U.S. and sold domestically by OEMs. We recognize revenue
upon  shipment  of  the  product and transfer of title. To date, product returns
have  not  been  material.

     While  our  gross  margins  are generally higher on retail accessory market
sales compared to OEM sales, OEM sales generate higher unit volume, which allows
us  an  opportunity  to  capitalize  on  manufacturing  efficiencies.  Research,
development  and  engineering  costs  are  expensed  as  incurred.

RESULTS  OF  OPERATIONS

     The following table sets forth operations data as a percentage of net sales
for  the  periods  indicated.

                                                      Years Ended March 31,
                                               --------------------------------
                                                    2001      2000       1999
                                               ----------  ---------  ---------

Net sales.....................................     100.0%    100.0%     100.0%
Cost of sales.................................      81.2%     88.9%      81.7%
   Gross profit...............................      18.8%     11.1%      18.3%
Selling, general and administrative expense...      18.0%     22.5%      16.3%
Research, development and engineering expense.       3.2%      5.1%       5.6%
Restructuring and non-recurring charges.......       5.4%      0.0%      (0.6%)
   Income(loss)from operations................      (7.8%)   (16.5%)     (3.1%)


FISCAL  YEAR  ENDED  MARCH  31, 2001 (FISCAL 2001) COMPARED TO FISCAL YEAR ENDED
MARCH  31,  2000  (FISCAL  2000)

     NET SALES. Net sales for the year ended March 31, 2001 increased by 5.4% to
approximately $74.0 million compared to approximately $70.3 million for the year
ended  March  31,  2000.  OEM  sales  increased  in  fiscal  2001  by  2.7%  to
approximately  $57.0  million  compared to approximately $55.5 million in fiscal
2000.  Aftermarket  sales  increased  by  14.9%  to  approximately $17.0 million
compared  to  approximately  $14.8  million  in  fiscal  2000.  The  increase in
aftermarket  sales  was  due  primarily  to more timely fulfillment of orders in
2001.  Also,  the  Psylo product was well-received by the aftermarket, filling a
new  niche  in  the  marketplace.

     Export  sales,  a significant portion of which included products shipped to
Asian  manufacturing  subcontractors  for certain U.S.-based OEMs, accounted for
approximately  73.6%  and  approximately  70.1%  of net sales in fiscal 2001 and
2000,  respectively.


                                       20
<PAGE>
     GROSS  MARGIN. Gross margin (gross profit as a percentage of net sales) for
fiscal  2001, increased to 18.9% compared to approximately 11.1% in fiscal 2000.
The  gross  margin  improvement  is  due  to  fixed  overhead costs being better
absorbed  through  higher  sales  volumes, manufacturing efficiencies and better
management  of inventories in fiscal 2001, offset by $1.9 million in cost due to
the  2001  product  recall.  In  fiscal year 2000, RockShox incurred a charge of
$2,900,000  relating to inventory obsolescence reserve, compared to a net charge
of  $740,000  in  2001.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE.  Selling,  general  and
administrative  ("SG&A")  expenses  before  relocation  charges  for fiscal 2001
decreased  by  approximately  15.8%  to  approximately  $13.4  million  (or
approximately  18.0% of net sales) from $15.9 million, or 22.5% of net sales for
the prior year. The decrease in these costs is primarily a function of headcount
reductions  as a result of the relocation, and curtailed discretionary spending.

     RESEARCH,  DEVELOPMENT  AND  ENGINEERING EXPENSE. Research, development and
engineering  ("R&D")  expense  for  fiscal 2001 decreased approximately 34.7% to
approximately  $2.3  million  (or  approximately  3.2%  of  net sales) from $3.6
million, or 5.1% of net sales for the prior year. This cost decrease corresponds
with  a  32%  headcount  reduction  in  R&D  staff  from  2000  to  2001.

     RESTRUCTURING  AND  NON-RECURRING  EXPENSES.  In  March  2000,  the Company
approved a plan to relocate its headquarters and domestic assembly operations to
Colorado  Springs,  Colorado.  During  fiscal  year  2001,  the Company recorded
charges totaling $4.0 million related to these one-time relocation expenses. The
sales, marketing, research and development, information technology, finance, and
human  resources divisions moved from the San Jose area, to a leased location in
Colorado  Springs in the summer of 2000. The Company's assembly and distribution
operations  remained  at  its  San  Jose  until  they were relocated to Colorado
Springs in April 2001. The Company expects to complete its planned relocation by
the  summer  of  2001,  at  a  total  cost  of  approximately  $5.0  million.

     During  fiscal year 1999, the Company reversed a $541,000 accrued liability
primarily  related  to  lower  than  expected  severance  costs  and  equipment
write-downs.  This  reversal  represents  the unused portion of the $2.7 million
recorded  during fiscal year 1998 for the restructuring program of that year. No
such  charges  or  credits  were  recorded  during  2000.

     INTEREST INCOME/EXPENSE. For the year ended March 31, 2001, the Company had
net  interest  expense  of  approximately $148,000. For the year ended March 31,
2000, the Company had interest expense of approximately $45,000. The increase of
interest  expense is due to higher average line of credit balances during fiscal
2001  compared to the prior year, due in part to relocation expenses and related
capital  expenditures  totaling  over  $5  million.

     INCOME  TAX  BENEFIT/EXPENSE.  Our effective tax rate for fiscal 2001 was a
5.3%  expense  compared  to  a 6.8% expense for fiscal 2000. The sole income tax
liability  for  the  fiscal  year  2001  was related to a tax rate of 25% of the
profits  of the Taiwanese branch operations, after a proportionate allocation of
head office and recall expenses. RockShox Taiwan began operations in 2001, hence
all  Taiwan  taxes  were  incurred  for 2001 only. For fiscal 2000, the tax rate
relates  to an increase in the reserve for our deferred tax assets that had been
recorded  in previous years. During 2001, all tax net operating losses have been
fully  valued  for  financial  reporting  purposes.


                                       21
<PAGE>
FISCAL  YEAR  ENDED  MARCH  31, 2000 (FISCAL 2000) COMPARED TO FISCAL YEAR ENDED
     MARCH  31,  1999  (FISCAL  1999)

     NET  SALES.  Net sales for the year ended March 31, 2000 decreased by 19.1%
to  approximately  $70.3 million compared to approximately $86.9 million for the
year  ended  March  31,  1999.  OEM  sales  decreased  in  fiscal 2000 by 25% to
approximately  $55.5  million  compared to approximately $74.0 million in fiscal
1999.  Aftermarket  sales  increased  by  12.7%  to  approximately $14.8 million
compared  to  approximately  $12.9  million  in fiscal 1999. We believe that the
decrease  in OEM sales is primarily due to increased competition in the mountain
bike  suspension  market and delay in start up of OEM customers 2000 model year.

     Export  sales,  a significant portion of which included products shipped to
Asian  manufacturing  subcontractors  for certain U.S.-based OEMs, accounted for
approximately  70.1%  and  approximately  64.5%  of net sales in fiscal 2000 and
1999,  respectively.

     GROSS  MARGIN. Gross margin (gross profit as a percentage of net sales) for
fiscal  2000, decreased to 11.1% compared to approximately 18.3% in fiscal 1999.
We believe that the decrease in gross margin was primarily due to fixed overhead
costs  not  being  fully  absorbed  due  to  lower  than  anticipated  sales,
manufacturing inefficiencies and provisions for excess and obsolete inventory in
fiscal  2000. Partially offsetting these costs was an increase in IBD sales as a
percentage  of  total  sales compared to fiscal 1999. IBD sales generally have a
higher gross margin than OEM sales due to discounts given to OEM customers. Also
in  fiscal  year  2000,  RockShox  incurred a charge of $2,900,000 relating to a
writedown  of  inventory.

     SELLING,   GENERAL   AND   ADMINISTRATIVE  EXPENSE.  Selling,  general  and
administrative  ("SG&A")  expenses  for  fiscal  2000 increased by approximately
11.9%  to approximately $15.9 million (or approximately 22.5% of net sales) from
14.2 million or 16.3% of net sales for the prior year. The year-to-year increase
over  the  same period last year is primarily a result of approximately $450,000
for  disposals of fixed assets, $150,000 for severance charges, and $500,000 for
changes  in  senior  management.

     RESEARCH,  DEVELOPMENT  AND  ENGINEERING EXPENSE. Research, development and
engineering  ("R&D")  expense  for  fiscal 2000 decreased approximately 26.8% to
approximately $3.6 million (or approximately 5.1% of net sales) from 4.9 million
or  5.6% of net sales for the prior year. As a percentage of sales, R&D remained
constant  when  compared  to  fiscal 1999 when R&D was approximately 5.6% of net
sales.  R&D  remained  relatively  constant  when  compared to fiscal net sales.

     INTEREST INCOME/EXPENSE. For the year ended March 31, 2000, the Company had
interest  expense  of  approximately $45,000. For the year ended March 31, 1999,
the  Company  had  interest  income  of  approximately $277,000. The decrease of
interest  income  and increase of interest expense is due to lower cash balances
from  lower  revenue  during  fiscal  2000  compared  to  the  prior  year.

     INCOME  TAX  BENEFIT/EXPENSE.  Our effective tax rate for fiscal 2000 was a
6.8%  expense  compared  to a 28.0% benefit for fiscal 1999. The decrease in the
effective  tax  rate was primarily due to the change in the valuation allowance,
partially  offset by the reversal of previously recorded tax liability under the
statute  of  limitations.


                                       22
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     For  the  year  ended  March  31,  2001,  net  cash  provided  by operating
activities  was  approximately  $939,000, which was comprised of the net loss of
approximately  $6.1  million, decreased by non-cash charges for depreciation and
amortization  of  approximately  $4.9 million, $2.0 million in disposal of fixed
assets,  $1.4  million  in income tax refunds received and $740,000 in provision
for  obsolete  inventories.  The  loss  was  offset  by $1.0 million increase in
payables  and  other  liabilities,  $936,000 decrease in inventories, as well as
other smaller adjustments to net cash provided by operating activities. Accounts
receivable  at  March  31,  2001 decreased to approximately $12.4 million net of
allowance  for  doubtful  accounts,  compared  to approximately $12.6 million at
March  31,  2000.  Inventories at March 31, 2001 increased to approximately $5.8
million  net  of  inventory  reserves, compared to approximately $5.6 million at
March  31,  2000.

     Net cash used in investing activities was approximately $3.4 million, which
principally  consisted  of acquisitions of property and equipment. Net financing
proceeds  from  borrowings against our line of credit in 2001 were $1.2 million.

     Capital expenditures totaled approximately $3.7 million for fiscal 2001 and
approximately $2.4 million for fiscal 2000. The increase in capital expenditures
was  principally  due  to  capital expenditures related to the relocation. As of
March 31, 2001, we had purchase commitments of approximately $618,000, primarily
for tooling, direct parts and machinery to be used in manufacturing beginning in
fiscal  2002,  which  commitments  are  expected  to be funded by cash flow from
operations  or  available  cash  balances.

     On  June 29, 2000 we amended our security agreement with Wells Fargo, which
provides  for  borrowings up to $5.0 million at a base interest rate (as defined
therein)  plus  1.375%,  and  which  expires  in  December 2001. All outstanding
amounts  under  the  facility  are  collateralized  by  our accounts receivable,
inventory,  equipment  and  intangibles.  We  had  borrowings against the credit
facility  of  $1.2  million  at  March  31,  2001, and there were no outstanding
borrowings  against  the  credit  facility  as  of  March  31,  2000.

     At  March  31,  2001, we had cash and cash equivalents of $1.1 million, and
outstanding  debt of $1.2 million. We recently entered into an amended, expanded
credit  facility  in  the  amount of $10 million with our existing lender, Wells
Fargo  Business Credit and their affiliate, Wells Fargo Bank (the New Facility).
The  New  Facility and the previous credit agreement are asset-based facilities,
that  is,  the borrowings on the related facility are limited to a percentage of
our  accounts  receivable balances, and the borrowings are also secured by those
same  receivables,  in addition to our inventory, equipment and intangibles. Our
borrowing  availability  is  reduced by a $1 million letter of credit pledged as
security  through  the  term  of  our  Colorado  Springs  facilities  lease.

     At  March 31, 2001, we were in default of certain financial covenants under
our  previous  credit  agreement,  due primarily to expenses associated with the
2001  recall  that  were not anticipated at the time the original covenants were
set.  We received a waiver of such default as of that date. Our New Facility set
new  financial covenants, and we are continuing to negotiate with Wells Fargo to
lower  certain  financial  covenants,  subject to their approval. If the revised
financial  covenants  are  enacted,  we  expect to be in compliance with the new
covenants  throughout  the current year. However, there is no assurance that our
expected  results  will  be  achieved.

     Management  estimates  that  based  upon  our  current forecasts, including
anticipated  funds received from the New Facility, we will require no additional
funding  through  the  end  of fiscal year 2002 for the execution of our current
business  plan,  including the financing of our anticipated capital expenditures
and  short-term  operating  losses.  Should  we  require  additional funding, we
believe  we  have  the  ability  to  obtain this funding from one or more of the
following  sources:

     1.   Additional  asset  based  lending  facility,
     2.   Subordinated  debt  facility,
     3.   Sale  of  assets

RECENT  ACCOUNTING  PRONOUNCEMENTS

    In  June  1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standard  No.  133,  or  FAS  No.  133,  "Accounting  for


                                       23
<PAGE>
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting  standards for derivative instruments and hedging activities.  FAS 133
requires  that all derivatives be recognized at fair value in the balance sheet,
and  that  the  corresponding  gains  or  losses  be  reported as a component of
comprehensive  income.  We adopted FAS 133, as amended, in the fiscal year ended
March  31,  2001, and that adoption of FAS 133 did not have a material impact on
our  financial  position  or  results  of  operations.

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
Accounting  Bulletin, or SAB 101, "Revenue Recognition in Financial Statements".
The adoption of SAB 101 did not have a material impact on our financial position
or  results  of  operations.

     In  March 2000, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation  No.  44,  "Accounting  for  Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25." This interpretation has
provisions  that  are  effective  on  staggered dates, some of which began after
December  15,  1998  and  others  that become effective after June 30, 2000. The
adoption  of this interpretation did not have a material impact on our financial
position  or  results  of  operations.

SELECTED  QUARTERLY  FINANCIAL  DATA;  SEASONALITY

     The  following  table  presents  selected  quarterly  financial information
(expressed  in  thousands,  except  per  share  data)  for the last eight fiscal
quarters.  We  have  prepared  this  information  on a basis consistent with our
audited  financial  statements  and  it  includes all adjustments, consisting of
normal recurring adjustments, that we consider necessary for a fair presentation
of  the  results of such quarters. The operating results for any quarter are not
necessarily  indicative  of  the  results  for  any  entire  year.


                                            Quarter Ended
                           -------------------------------------------------
                            March 31,  December 31, September 30,  June 30,
                               2001        2000         2000         2000
                           -----------  ----------   ----------  -----------
                               (in thousands, except per share amounts)

Net sales ...............    $18,082      $20,332      $23,429     $ 12,202
Gross profit.............      2,534        4,986        5,146        1,303
Operating income (loss)..     (3,639)         484          724       (3,287)
                           -----------  ----------   ----------  -----------
Net income (loss) .......    $(3,391)        $387         $178     $ (3,267)
                           ===========  ==========   ==========  ===========
Net income (loss) per
 share - basic and diluted    ($0.24)       $0.03        $0.01       ($0.24)
                           ===========  ==========   ==========  ===========
Shares used in per share
 calculations - basic and
 diluted  ...............     13,761       13,761       13,761       13,761
                           ===========  ==========   ==========  ===========


                                       24
<PAGE>
                                            Quarter Ended
                           -------------------------------------------------
                            March 31,  December 31, September 30, June 30,
                              2000         1999        1999        1999
                           -----------  ----------   ----------  ----------
                                (in thousands, except per share amounts)

Net sales ...............    $19,278      $25,500      $15,961      $ 9,524
Gross profit (loss)......        397        5,510        2,887      (   977)
Operating income (loss)..    ( 4,686)       1,115       (1,167)     ( 6,889)
                           -----------  ----------   ----------  -----------
Net income (loss) .......   $( 4,757)    $( 1,628)     $(1,123)    $( 4,953)
                           ===========  ==========   ==========  ===========
Net income (loss) per
 share - basic and diluted    ($0.35)      ($0.12)      ($0.08)      ($0.36)
                           ===========  ==========   ==========  ===========
Shares used in per share
 calculations - basic and
 diluted  ...............      13,761      13,761       13,761       13,761
                           ===========  ==========   ==========  ===========


     Because of our fluctuation in sales, historical quarterly operating results
do  not  necessarily  reflect  management's  expectations  of  future  quarterly
operating  results.  Management  believes  that  future  operating  results will
fluctuate  on  a  quarterly  basis  due  to  a  variety  of  factors, including:

  --   Seasonal  cycles  associated  with  the  bicycle  industry,
  --   the  effects  of  weather  conditions  on  consumer  purchases,
  --   the  timing  of  orders  from  OEMs,  distributors,  and  IBDs,
  --   the  number  and  timing  of  new  product  introductions,
  --   changes  in  the  mix  of  products  ordered  and  re-ordered  by  OEMs,
       distributors,  and  IBDs.

     Management  anticipates that our sales will normally be lowest in our first
and  fourth  fiscal  quarters,  which end on June 30 and March 31, respectively.


INFLATION

      We  do  not  believe inflation has had a material impact on the Company in
the  past,  although there can be no assurance that this will be the case in the
future.


ITEM  7A.   QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

      We  considered  the  provision  of  Financial  Reporting  Release  No. 48,
"Disclosure  of  Accounting  Policies  for  Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about  Market  Risk  Inherent  in Derivative Financial Instruments,
Other  Financial  Instruments  and Derivative Commodity Instruments".  We had no
holdings  of derivative financial or commodity instruments at March 31, 2001. We
are  exposed  to financial market risks, including changes in interest rates and
foreign  currency exchange rates.  We believe that an increase in interest rates
would  not  significantly  affect  our net loss. The majority of our revenue and
capital  spending  is  transacted  in U.S. dollars, the exception being domestic
Taiwan  sales  from  our  Taiwanese  subsidiary.


ITEM  8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

      See "Index to Consolidated  Financial Statements" on page 29 for a listing
of  the  consolidated  financial  statements  submitted  as part of this report.


                                       25
<PAGE>
ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL  DISCLOSURE

     None.

                               PART  III


ITEM  10.   DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  information  required  by  this  item  will  be contained in our Proxy
Statement  for  our Annual Meeting of Stockholders to be held on August 21, 2001
to  be  filed  with the Securities and Exchange Commission within 120 days after
March  31,  2001,  and  is  incorporated  herein  by  reference.


ITEM  11.   EXECUTIVE  COMPENSATION

     The  information  required  by  this  item  will  be contained in our Proxy
Statement  for  our Annual Meeting of Stockholders to be held on August 21, 2001
to  be  filed  with the Securities and Exchange Commission within 120 days after
March  31,  2001,  and  is  incorporated  herein  by  reference.


ITEM  12.   SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT

     The  information  required  by  this  item  will  be contained in our Proxy
Statement  for  our Annual Meeting of Stockholders to be held on August 21, 2001
to  be  filed  with the Securities and Exchange Commission within 120 days after
March  31,  2001,  and  is  incorporated  herein  by  reference.


ITEM  13.   CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  information  required  by  this  item  will  be contained in our Proxy
Statement  for  our Annual Meeting of Stockholders to be held on August 21, 2001
to  be  filed  with the Securities and Exchange Commission within 120 days after
March  31,  2001  and  is  incorporated  herein  by  reference.


                                    PART  IV


ITEM 14. EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS ON FORM 8-K

(a)(1)   See  page 28 for a listing of financial statements submitted as part of
         this  report.

(a)(2)   The  financial  statements  listed  on  the  accompanying  Index  to
         Consolidated  Financial Statements and Financial Statement Schedule are
         filed  as  part  of  this  report.

(a)(3)   The  following  exhibits  are  included  in  this  report:

  2      Form  of  Agreement  and  Plan of Merger between RSx Holdings, Inc. and
         RockShox,  Inc.  (1)

  3.1    Form  of Amended and Restated Certificate of Incorporation of RockShox,
         Inc.  (1)


                                       26
<PAGE>
  3.2    Form  of  Amended  and  Restated  Bylaws  of  RockShox,  Inc.  (1)

  4      Form  of  Common  Stock  Certificate  of  RockShox,  Inc.  (1)

 10.1    Management  Consulting  Agreement,  dated as of March 24, 1995, between
         TJC  Management  Corporation  and  RSx  Holdings,  Inc.  (1)

 10.2    Form  of  Registration  Rights  Agreement among RockShox, Inc., Stephen
         Simons,  Debra  Simons,  Paul  Turner  and  other  stockholders  named
         therein.  (1)

 10.3    Noncompetition  Agreement,  dated March 24, 1995, between RSx Holdings,
         Inc.  and  Stephen  Simons.  (1)

 10.4    Noncompetition  Agreement,  dated March 24, 1995, between RSx Holdings,
         Inc.  and  Debra  Simons.  (1)

 10.5    Noncompetition  Agreement,  dated March 24, 1995, between RSx Holdings,
         Inc.  and  Paul  Turner.  (1)

 10.6    Form  of  Indemnity  Agreement.  (1)

 10.7    Form  of Lease, dated as of March 7, 1997, between S. Stephen Nakashima
         and  RockShox,  Inc.  (2)

 10.8    Amended  and  Restated  RSx  Holdings,  Inc.  1996  Stock  Plan.  (1)

 10.9    Form  of First Amendment to Standard Industrial/Commercial Multi-Tenant
         Lease-modified  net,  dated  November  4,  1997,  between  S.  Stephen
         Nakashima  and  Sally  S.  Nakashima  and  RockShox,  Inc.  (3)

10.10    Standard Industrial Sublease, dated December 8, 1997, between RockShox,
         Inc.  and  First  American  Records  Management,  Inc.(4)

10.11    RockShox,  Inc.  1998  Stock  Option  Plan.(4)

10.12    Credit  agreement, dated December 10, 1999, between RockShox, Inc. and
         the  Wells  Fargo  Business  Credit.  (5)

10.13    Employment  agreement, dated December 23, 1999, between RockShox, Inc.
         and  Bryan  Kelln.  (5)

10.14    Revised  Credit  Agreement with Wells Fargo, dated June 29, 2000.  (6)

10.15    Lease  for  Colorado  Springs  facility,  dated  July  1,  2000.  (6)

10.16    Subfacility Agreement with Wells Fargo, dated June 15,  2001.  (7)

10.17    Lease  Termination  Agreement  for  San  Jose facility, dated April 30,
         2001.  (7)

10.18    Second  Amended  and  Restated Credit and Security Agreement with Wells
         Fargo,  dated  June  28,  2001.  (7)

10.19    Export-Import  Bank  of  the  United  States  working Capital Guarantee
         Program Borrower Agreement with Wells Fargo  dated  June 28, 2001.  (7)

10.20    Credit and Security Agreement with Wells Fargo Dated June 28, 2001. (7)

 21      List  of  Subsidiaries  of  RockShox,  Inc.  (1)

 23      Consent  of  Ernst  &  Young  LLP.


                                       27
<PAGE>
 23.1    Report  of  PricewaterhouseCoopers LLP on Financial Statement Schedule.

 23.2    Consent  of  PricewaterhouseCoopers  LLP.
-----------------

     (1)  Previously  filed  with  the  Registration  Statement  on  Form S-1 of
          ROCKSHOX,  INC.  (Registration  No.  333-8069).

     (2)  Previously  filed  with Form 10-K of RockShox, Inc. for the year ended
          March  31,  1997.

     (3)  Previously  filed  with  Form  10-Q  of RockShox, Inc. for the quarter
          ended  December  31,  1997.

     (4)  Previously  filed  with Form 10-K of RockShox, Inc. for the year ended
          March  31,  1998.

     (5)  Previously  filed  with  Form  10-Q  of RockShox, Inc. for the quarter
          ended  December  31,  2000.

     (6)  Previously  filed  with  Form  10-Q of RockShox, Inc. for the  quarter
          ended June  30,  2000.

     (7)  Previously  filed  with Form 10-K of RockShox, Inc. for the year ended
          March 31,  2001.

  (a)     Reports  on  Form  8-K

  (b)     No  reports  on  Form  8-K were filed by the Company during the fourth
          quarter  of  the  Company's  fiscal  year  ended  March  31,  2001.

  (c)     See  (a)(3) above for a listing of exhibits included as a part of this
          report.


                                       28
<PAGE>
                                 ROCKSHOX, INC.

                                    FORM 10-K/A

                           ITEMS 8, 14 (a) AND 14 (d)



INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  AND FINANCIAL STATEMENT SCHEDULE

1.    Consolidated  Financial  Statements


      Report  of  Ernst  &  Young  LLP,  Independent  Auditors . . . . . . .  30


      Report  of  PricewaterhouseCoopers  LLP,  Independent  Accountants . .  31

      Consolidated  Balance  Sheets  at  March  31,  2001  and  2000 . . . .  32

      Consolidated  Statements  of  Operations  for  the  Years  Ended
          March  31,  2001,  2000  and  1999 . . . . . . . . . . . . . . . .  33

      Consolidated  Statements  of  Stockholders'  Equity  for
          the  Three  Years  in  the  Period  Ended  March  31,  2001. . . . .34

      Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
          March  31,  2001,  2000  and  1999 . . . . . . . . . . . . . . . .  35

      Notes  to  Consolidated  Financial  Statements . . . . . . . . . . . .  37


2.    Consolidated  Financial  Statement  Schedule

      Schedule  II  Valuation  and  Qualifying  Accounts . . . . . . . . . .  51


                                       29
<PAGE>
                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


Stockholders  and  Board  of  Directors
RockShox,  Inc.

We  have  audited the accompanying consolidated balance sheets of RockShox, Inc.
and  subsidiary  ("the  Company") as of March 31, 2001 and 2000, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
the  years  then ended. Our audits included the financial statement schedule II.
These  financial statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  and  schedule  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the consolidated financial position of RockShox, Inc. at
March  31, 2001 and 2000, and the consolidated results of its operations and its
cash  flows  for  the years then ended, in conformity with accounting principles
generally  accepted  in  the  United  States.  Also, in our opinion, the related
financial   statement  schedule,  when  considered  in  relation  to  the  basic
financial statements taken as a whole, presents fairly in all material respects,
the  information  set  forth  therein.

The accompanying financial statements have been prepared assuming that RockShox,
Inc.  will  continue as a going concern. As more fully described in Note 1 under
"Management's  Plans",  the  Company has incurred recurring operating losses. In
addition,  the  Company's  credit  facility has certain financial covenants that
must  be met during the term of the facility. These conditions raise substantial
doubt  about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future effects
on  the  recoverability  and  classification  of  assets  or  the  amounts  and
classification  of  liabilities  that  may  result  from  the  outcome  of  this
uncertainty.

                              /s/  Ernst  &  Young  LLP

Denver,  Colorado
May  10,  2001, except for footnote 13 as to which the date is June 28, 2001


                                       30
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To  the  Stockholders  and  Board of Directors of
RockShox,  Inc.:

In  our  opinion,  the  accompanying  consolidated  statements of operations, of
stockholders' equity and of cash flows for the year ended March 31, 1999 present
fairly,  in  all  material respects, the results of operations and cash flows of
RockShox,  Inc. and subsidiaries for the year ended March 31, 1999 in conformity
with  accounting  principles generally accepted in the United States of America.
These  financial  statements are the responsibility of the Company's management;
our  responsibility is to express an opinion on these financial statements based
on  our  audit.  We  conducted  our audit of these statements in accordance with
auditing  standards  generally  accepted  in the United States of America, which
require  that we plan and perform the audit to obtain reasonable assurance about
whether  the  financial  statements are free of material misstatement.  An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  financial  statements, assessing the accounting principles
used  and  significant  estimates made by management, and evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.  We  have  not  audited  the  consolidated
financial  statements  of  RockShox, Inc. for any period subsequent to March 31,
1999.

As  more  fully  discussed  in  Note 1 under "Management Plans," the Company has
incurred recurring operating losses.  In addition, the Company's credit facility
has  certain  financial  covenants  that  must  be  met  during  the term of the
facility.


/s/PricewaterhouseCoopers  LLP


San  Jose,  California
April  27, 1999, except as to "Management's Plans" in Note 1 which is as of July
17, 2001.



                                       31
<PAGE>
<TABLE>
<CAPTION>
                                 ROCKSHOX, INC.

                          CONSOLIDATED BALANCE SHEETS
              (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                                               March 31,
                                                         ---------------------
                                                            2001        2000
                                                         ----------  ---------
<S>                                                      <C>         <C>
                          ASSETS
Current assets:
   Cash and cash equivalents...........................    $ 1,148      $2,832
   Accounts receivable, net of allowance for doubtful
      accounts $955 in 2001 and $1,132 in 2000.........     12,444      12,623
   Inventories.........................................      5,810       5,614
   Prepaid expenses and other current assets...........        801         380
   Deferred income taxes...............................         --       1,400
                                                         ----------  ----------
      Total current assets.............................     20,203      22,849
Property and equipment, net............................      9,309      12,567
Loan to related party..................................         15         200
Other assets...........................................        256         188
                                                         ----------  ----------
      Total assets.....................................    $29,783     $35,804
                                                         ==========  ==========


         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable....................................     $5,658      $6,207
   Accrued liabilities.................................      5,514       5,995
   Line of credit......................................      1,183          --
                                                         ----------  ----------
      Total current liabilities........................     12,355      12,202

Commitments and contingencies (Note 8)

Stockholders' equity:
Preferred stock, $0.01 par value:
   Authorized:  10,000,000 shares
   Issued and outstanding:  none                                --          --
Common stock, $0.01 par value:
   Authorized:  50,000,000 shares
   Issued and outstanding: 13,761,147 shares...........        138         138
Additional paid-in capital.............................     65,928      65,928
Distributions in excess of net book value..............    (45,422)    (45,422)
Retained earnings (accumulated deficit)................     (3,135)      2,958
Accumulated other comprehensive loss...................        (81)        --
                                                         ----------  ----------
      Total stockholders' equity.......................     17,428      23,602
                                                         ----------  ----------
      Total liabilities and stockholders' equity.......    $29,783     $35,804
                                                         ==========  ==========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       32
<PAGE>
<TABLE>
<CAPTION>
                                ROCKSHOX, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                       Years Ended March 31,
                                               ----------------------------------
                                                  2001       2000        1999
                                               ----------  ----------  ----------
<S>                                            <C>         <C>         <C>
Net sales.....................................   $74,045     $70,263    $ 86,863
Cost of sales.................................    60,076      62,446      71,000
                                               ----------  ----------  ----------
   Gross profit...............................    13,969       7,817      15,863
                                               ----------  ----------  ----------

Selling, general and administrative expense...    13,351      15,850      14,163
Research, development and engineering expense.     2,346       3,594       4,907
Restructuring and non-recurring...............     3,990          --        (541)
                                               ----------  ----------  ----------
   Operating expenses.........................    19,687      19,444      18,529
                                               ----------  ----------  ----------
   Loss from operations.......................    (5,718)    (11,627)     (2,666)
Interest income...............................        50          --         277
Interest expense..............................      (198)        (45)         --
Foreign currency gain.........................        81          --          --
                                               ----------  ----------  ----------
   Loss before income taxes...................    (5,785)    (11,672)     (2,389)
Provision for (benefit from)income taxes......       308         789        (669)
                                               ----------  ----------  ----------
   Net loss...................................   ($6,093)   ($12,461)    ($1,720)
                                               ==========  ==========  ==========

Net loss per share - basic and diluted........    ($0.44)     ($0.91)     ($0.13)
                                               ==========  ==========  ==========

Shares used in per share calculations - basic
            and diluted.......................    13,761      13,761      13,761
                                               ==========  ==========  ==========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       33
<PAGE>
<TABLE>
<CAPTION>
                                 ROCKSHOX,  INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (IN  THOUSANDS)



                                                            Distribu-
                                                             tions
                                                   Addi-    in Excess   Retained   Accumulated
                                 Common Stock     tional     of Net     Earnings     Other
                               -----------------  Paid-In     Book    (Accumulated Comprehensive
                                Shares   Amount   Capital     Value      Deficit)      Loss        Total
                               -------- -------- --------- ---------- ------------ ------------- ---------
<S>                            <C>      <C>      <C>       <C>        <C>          <C>           <C>

Balances, March 31, 1998.......  13,757 $    138   $65,910  $(45,422)     $17,139   $        --   $37,765
 Proceeds from exercise of
   stock options ..............       4       --        17        --           --            --        17
Tax benefits from
   disqualifying dispositions
   of common stock.............      --       --         1        --           --            --         1
Net loss and comprehensive
    loss.......................      --       --        --        --       (1,720)           --    (1,720)
                               -------- -------- --------- ---------- ------------ ------------- ---------
Balances, March 31, 1999.......  13,761      138    65,928   (45,422)      15,419            --    36,063

Net loss and comprehensive
     loss......................      --       --        --        --      (12,461)           --   (12,461)
                               -------- -------- --------- ---------- ------------ ------------- ---------
Balances, March 31, 2000.......  13,761      138    65,928   (45,422)       2,958            --    23,602

Net loss.......................                                            (6,093)                 (6,093)
Currency translation adjustment                                                             (81)      (81)
                                                               ---------
Comprehensive loss.............                                                                    (6,174)
                                ------- -------- --------- ---------- ------------ ------------- ---------
Balances, March 31, 2001 ......  13,761     $138 $  65,928  ($45,422)     ($3,135)         ($81)  $17,428
                               ======== ======== ========= ========== ============ ============= =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       34
<PAGE>
                                ROCKSHOX, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)
                                                   Years Ended March 31,
                                               -----------------------------
                                                 2001       2000      1999
                                               --------- --------- ---------
Cash flows from operating activities:
   Net loss...................................  ($6,093) ($12,461)  ($1,720)
Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
   Reversal of restructuring and non-recurring
      charges.................................      --        --       (541)
   Depreciation ..............................    4,937     4,951     5,783
   Loss on disposal of fixed assets...........    1,963       531        --
   Provision for doubtful accounts............       23       500       226
   Provision for excess and obsolete
      inventories.............................      740     2,200     3,041
   Non-cash compensation......................      200        --        --
   Valuation allowance established against and
      changes in deferred income tax assets...       --     2,662       477
Changes in operating assets and liabilities:
   Income tax refunds received................    1,400
   Accounts receivable........................      156     1,989    (6,108)
   Inventories................................     (936)    1,360      (634)
   Prepaid expenses and other current assets..     (421)      287       296
   Accounts payable and accrued liabilities...   (1,030)     (500)     (958)
                                               --------- --------- ---------
    Net cash provided by (used in)
     operating activities.....................      939     1,519      (138)
                                               --------- --------- ---------
Cash flows from investing activities:
   Purchase of property and equipment.........   (3,655)   (2,442)   (6,643)
   Other long-term assets.....................      (83)       --        --
   Proceeds from disposal of fixed assets.....       13       200       (36)
   Loan to related party......................       --      (200)       --
                                               --------- --------- ---------
    Net cash used in investing activities.....   (3,725)   (2,442)   (6,679)
                                               --------- --------- ---------
Cash flows from financing activities:
   Proceeds from exercise of stock options ...       --        --        17
   Tax benefits from disqualifying
     dispositions of common stock.............       --        --         1
   Proceeds from short-term borrowings........    3,782     4,000     2,000
   Repayment of short-term borrowings and
     bank debt................................   (2,599)   (4,000)   (2,000)
                                               --------- --------- ---------
Net cash provided by financing activities.        1,183        --        18
                                               --------- --------- ---------
Effects of exchange rate on cash                    (81)       --        --
Net decrease in cash and cash equivalents.....   (1,684)     (923)   (6,799)
Cash and cash equivalents, beginning of
  period......................................    2,832     3,755    10,554
                                               --------- --------- ---------
Cash and cash equivalents, end of period......   $1,148    $2,832   $ 3,755
                                               ========= ========= =========


                                       35
<PAGE>
Supplemental disclosure of cash flow information:
     Income taxes paid..........................     $243       $--     $--
     Interest paid..............................     $198       $45     $21



              The  accompanying  notes  are  an  integral  part  of  these
                       consolidated  financial  statements.


                                       36
<PAGE>
                                ROCKSHOX,  INC.

              NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

1.    NATURE  OF  OPERATIONS:

      ROCKSHOX,  INC.  ("the  Company")  designs,  manufactures and markets high
performance  bicycle  suspension  products. The Company's products are primarily
sold  to  bicycle  manufacturers  ("OEMs"),  who  incorporate  ROCKSHOX  branded
components  as  part  of new, fully assembled mountain bikes sold worldwide, and
directly  to  independent  bicycle  dealers  ("IBDs")  and  through distributors
(together  with  IBDs, "the retail accessory market"). For the years ended March
31,  2001,  2000,  and  1999 approximately 77%, 79% and 85% respectively, of the
Company's  total  net  sales were to OEMs and the balance of the Company's total
net  sales  were  to  the  retail  accessory  market.

     MANAGEMENT'S  PLANS

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  the Company will continue as a going concern. The Company has incurred
a  net  loss  of  approximately  $6.1 million for the year ended March 31, 2001.
Continuation  of the Company as a going concern is dependent upon its ability to
generate  sufficient cash flow to fund working capital and to ultimately sustain
profitability.  The  consolidated  financial  statements  do  not  include  any
adjustments  that  might  be necessary if the Company is unable to continue as a
going  concern.

     The  Company  is  positioning itself to be able to generate sufficient cash
flow  to  fund  working capital by the end of fiscal year 2002 primarily through
continuing  cost  reduction  plans  and  borrowings  under  its  secured  credit
agreement. Should the Company require additional funding, management believes it
could obtain this funding from one or more of the following: a) additional asset
based  lending  facility;  b)  subordinated  debt  facility;  c) sale of assets.

     Management  believes these resources will be adequate to fund its operating
and  capital  requirements  through  the  end  of  fiscal  2002. There can be no
assurance  financing  will be available in amounts or on terms acceptable to the
Company,  if  at all. Should the Company be unsuccessful in its efforts to raise
capital,  management  may  be  required  to  modify  or  curtail  its  plans.

2.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

      PRINCIPLES  OF  CONSOLIDATION:

      The  consolidated financial statements include the accounts of the Company
and  its  wholly  owned  subsidiaries. All intercompany transactions and amounts
have  been  eliminated.

      USE  OF  ESTIMATES:

      The  preparation  of  financial  statements  in conformity with accounting
principles  generally  accepted in the United States requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and the disclosure of contingent assets and liabilities at the date
of  the  financial  statements and the reported amounts of revenues and expenses
during  the  reporting period. Actual results could differ from those estimates.

      RISKS  AND  UNCERTAINTIES:

      Substantially  all  of  the  Company's  historical  revenues  have  been
attributable  to  sales of mountain bike suspension products and, therefore, any
material  decline  or  prolonged  lack of growth in the popularity of, or market
demand  for,  mountain  bike suspension forks or rear shocks, in general, or the
Company's  products,  in particular, could have a material adverse effect on the
Company  or  its  prospects. The markets for bicycle components, in general, and
bicycle  suspension products, in particular, are highly competitive. In order to
build  or  retain  its  market  share, the Company must continue to successfully
compete  in  the  areas  that  influence  the  purchasing  decisions  of  OEMs,
distributors,  IBDs and consumers, including design, price, quality, technology,
distribution,  marketing,  style,  brand  image  and  customer  service.

      The  Company  does  not currently have long-term contracts with any of its
vendors,  nor  does  the  Company currently have multiple vendors for all parts,
tooling, supplies or services critical to the Company's manufacturing processes.
Failure of a key supplier to meet the Company's product needs on a timely basis,
loss  of a key supplier or significant disruption in the Company's production or
distribution  activities  for any other reason, including an earthquake or other
catastrophic  event,  could have a material adverse effect on the Company or its
prospects.


                                       37
<PAGE>
      The  company  manufactures  product  in the United States, in addition the
Company  subcontracts  to  have  certain of its low-end products manufactured in
Taiwan.  The  bicycle  industry is, and many of the Company's OEM customers are,
highly  dependent  on  manufacturing  in overseas locations. Changes in economic
conditions,  currency  exchange rates, tariff regulations, local content laws or
other  trade  restrictions or political instability ("International Conditions")
could  adversely  affect  the cost or availability of products sold by or to the
bicycle  industry  as a whole and the Company's OEM customers in particular, any
of  which  could have a material adverse effect on the Company or its prospects.
In  addition,  insufficient international consumer demand for mountain bikes and
related  products,  including  the Company's products, whether due to changes in
International  Conditions,  consumer  preferences or other factors, could have a
material  adverse  effect  on  the  Company  or  its  prospects.

      CONCENTRATIONS OF CREDIT RISK AND CARRYING VALUE OF FINANCIAL INSTRUMENTS:

      Financial  instruments  that  potentially  expose  the  Company  to
concentrations  of  credit risk consist principally of trade accounts receivable
and  cash  and  cash  equivalents.  The  carrying  amounts  for  cash  and  cash
equivalents,  accounts  receivable,  accounts  payable  and  accrued liabilities
approximate  their  estimated  fair  values.

       The  Company, which performs ongoing credit evaluations of its customers,
generally  does  not  require collateral, and maintains allowances for potential
credit  losses.  At  March 31, 2001 and 2000, one OEM customer accounted for 11%
and  23%,  respectively, of accounts receivable. At March 31, 2001 and 2000, one
OEM  customer accounted for 11% and 15%, respectively, of revenues. For the year
ended  March  31,  1999 two customers accounted for 17% and 16% of the Company's
revenue.

      CASH  AND  CASH  EQUIVALENTS:

      The Company considers all investments purchased with original or remaining
maturities  of  three  months  or  less  at  the  date  of  purchase  to be cash
equivalents.  Substantially  all  cash  balances  are held in either a financial
institution  domiciled  in  the  United  States,  or  an  affiliated  financial
institution  in  Taiwan.

     The  financial  statements  of the Company's subsidiary located outside the
United  States are measured using the local currency as the functional currency.
Assets  and  liabilities  of  this  subsidiary  are  translated  at the rates of
exchange  at  the  balance sheet date. The resultant translation adjustments are
included  in  equity  adjustment  from  translation,  a  separate  component  of
stockholders'  equity.  Income and expense items are translated at average rates
of  exchange.  Gains  and  losses  on  foreign  currency  transactions  of  this
subsidiary  are  included  in  net  earnings  (loss).

      INVENTORIES:

      Inventories  are  stated  at  the lower of cost, determined on a first-in,
first-out  basis,  or  at  market.

      PROPERTY  AND  EQUIPMENT:

      Property and equipment are recorded at cost and are depreciated over their
estimated  useful  lives  using  the  straight  line method. Major additions and
betterments are capitalized, while replacements, maintenance and repairs that do


                                       38
<PAGE>
not improve or extend the life of the assets are charged to expense as incurred.
Leasehold  improvements  are  amortized  over  the  length of the lease or their
estimated  useful  life,  whichever is less. In the period assets are retired or
otherwise  disposed  of,  the  costs  and  related  accumulated depreciation and
amortization  are removed from the accounts, and any gain or loss on disposal is
included  in  results  of  operations.

                                                Depreciable
                                                  life
                                                -----------
Computer  equipment,
  furniture  and  fixtures . . . . . . . . . .  3-7  years
Machinery  and  equipment. . . . . . . . . . .  3-10 years
Tooling  . . . . . . . . . . . . . . . . . . .  1-2  years
Leasehold  improvements  . . . . . . . . . . .  up to 7 years

      LONG-LIVED  ASSETS:

      The  Company  periodically  evaluates  the  recoverability  of  long-lived
assets. The Company recognizes an impairment charge when the future undiscounted
cash  flows  from  each  asset  is  estimated  to be insufficient to recover its
related  carrying  value.

     REVENUE  RECOGNITION:

      The  Company  recognizes revenue, net of allowances for estimated returns,
when  title  transfers,  upon  shipment  of  product, and when collectibility is
reasonably  assured.

      RESEARCH,  DEVELOPMENT  AND  ENGINEERING:

      Research,  development  and engineering expenses are charged to operations
as  incurred.

      WARRANTY:

      All of the Company's suspension products are covered by a one-year limited
warranty.  Estimated  future  costs  of  repair,  replacement  or  customer
accommodation  are  accrued and charged to cost of sales based upon estimates of
future  product  returns  and repair costs derived from historical product sales
information and analyses of historical data. In estimating the level of accrual,
the  Company's  management  makes  assumptions  relating to the level of product
returns  and  costs  of  repair.  Management  performs  quarterly reviews of the
adequacy of these assumptions based on historical experience, adjusting warranty
reserves  for any warranty matters whose warranty period have lapsed, or matters
that have become inactive, as well as repair trends indicating that new warranty
accruals  are  required.

     On October 5, 2000, the Company issued a stop sell notice for 2001 Judy TT,
Judy  TT  Special,  Jett  and  Metro  front  suspension forks.  Working with the
Consumer  Product  Safety  Commission,  the  Company  subsequently implemented a
recall  for  these  forks.  The  accrued  recall costs of $2.0 million, recorded
within  cost  of  sales for the second quarter of fiscal 2001, were subsequently
adjusted  to  a  cumulative  total  of  $1.9  million  in  the  fourth  quarter.


                                       39
<PAGE>
      ADVERTISING  COSTS:

      Advertising costs are charged to operations as incurred. Advertising costs
were  $1,475,000, $1,871,000, and $1,701,000 for the years ended March 31, 2001,
2000,  and  1999,  respectively.

      INCOME  TAXES:

      The Company accounts for income taxes in accordance with the provisions of
Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for Income
Taxes"  ("SFAS  109"),  which  requires  the  use  of  the  liability  method in
accounting  for  income  taxes.  Under  this  method,  deferred  tax  assets and
liabilities  are measured based upon differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes using enacted tax rates and laws that will be in effect when
the  differences  are  expected  to  reverse.

      COMPREHENSIVE  INCOME:

      Statement  of  Financial  Accounting  Standards (SFAS) No. 130, "Reporting
Comprehensive  Income"  establishes  standards  for  reporting  and  display  of
comprehensive income and its components (revenue, expenses and gains and losses)
in  a  full  set  of financial statements.  There was no impact on the Company's
financial  position,  results  of  operations  or cash flows for the years ended
March 31, 2000 and 1999; comprehensive and net loss were the same.  For the year
ended March 31, 2001, comprehensive loss included the net loss of $6,093,000 and
a  foreign  currency  translation  adjustment  of  $81,000.

     RECENT  ACCOUNTING  PRONOUNCEMENTS:

     In  June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standard  No.  133,  or  FAS  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting  standards for derivative instruments and hedging activities.  FAS 133
requires  that all derivatives be recognized at fair value in the balance sheet,
and  that  the  corresponding  gains  or  losses  be  reported as a component of
comprehensive  income.  The  Company  adopted FAS 133, as amended, in the fiscal
year  ended  March  31,  2001;  that adoption of FAS 133 did not have a material
impact  on  our  financial  position  or  results  of  operations.

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
Accounting  Bulletin, or SAB 101, "Revenue Recognition in Financial Statements".
The  Company  adopted  SAB  101  in  the  fiscal year ended March 31, 2001. This
adoption  of  SAB  101 did not have a material impact on the Company's financial
position  or  results  of  operations.

    In  March  2000, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation  No.  44,  "Accounting  for  Certain Transactions Involving Stock
Compensation  -  an  interpretation of APB Opinion No. 25." The adoption of this
interpretation  did  not  have  a  material  impact  on  the Company's financial
position  or  results  of  operations.

     EARNINGS  PER  SHARE:

     Basic  and  diluted  earnings  per share ("EPS") are computed in accordance
with  SFAS  128,  "Earnings Per Share". Basic EPS is computed by dividing income
(loss) available to common stockholders by the weighted average number of common
shares outstanding for that period. Diluted EPS is computed giving effect to all


                                       40
<PAGE>
dilutive  potential  common  shares  that  were  outstanding  during the period.
Dilutive  potential  common  shares, of which there were none in the years ended
March  31,  2001,  2000  and 1999, consist of incremental common shares issuable
upon  exercise  of  stock  options and warrants for all periods. As of March 31,
2001,  2000,  and  1999  options  to  purchase 1,939,380, 918,686, and 1,200,069
shares, respectively, were not included in the earnings per share calculation as
the  effect  was  anti-dilutive.

STOCK-BASED  COMPENSATION

      The  Company accounts for employee stock options under APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and provides pro forma disclosure in
Note  9 to the financial statements as if the measurement provisions of SFAS No.
123  ("SFAS  123")  "Accounting for Stock-Based Compensation," had been adopted.

3.     RESTRUCTURING  AND  NON-RECURRING:

      Restructuring  and  non-recurring expenses (income) comprise the following
(IN  THOUSANDS):

                                             Years Ended March 31,
                                       --------------------------------
                                          2001       2000       1999
                                       ---------  ----------  ---------

Relocation expenses .................. $   3,014  $       --  $     --

Reversal of restructuring plan charges        --          --      (541)
Write down of equipment related to
  relocation..........................       976          --        --
                                       ---------  ---------- ----------
                                       $   3,990          --     ($541)
                                       =========  ========== ==========


     During fiscal year 2001, the Company recorded charges totaling $4.0 million
related  to  the  one-time relocation expenses incurred for moving the Company's
operations  to  Colorado  Springs,  Colorado. The sales, marketing, research and
development,  information  technology,  finance,  and  human resources divisions
moved  from  the  San Jose area, to a leased location in Colorado Springs in the
summer  of 2000.  The Company's assembly and distribution operations remained at
its  San  Jose  until they were relocated to Colorado Springs in April 2001. The
Company  expects  to complete its planned relocation by the summer of 2001, at a
total  cost  of  approximately  $5.0  million.

   During  fiscal  year  1999, the Company reversed a $541,000 accrued liability
primarily  related  to  lower  than  expected  severance  costs  and  equipment
write-downs.  This  reversal  represents  the unused portion of the $2.7 million
recorded during fiscal year 1998 for the restructuring program of that year.  No
such  charges  or  credits  were  recorded  during  2000.

4.     INVENTORIES, NET OF ALLOWANCE FOR EXCESS AND OBSOLESCENCE (IN THOUSANDS):


                                              March 31,
                                       ----------------------
                                           2001       2000
                                       ----------  ----------
     Raw materials ..................  $    4,678  $    3,779
     Finished goods .................       1,132       1,835
                                       ----------  ----------
                                       $    5,810  $    5,614
                                       ==========  ==========


                                       41
<PAGE>
     Any  misjudgment  by  the Company or any of its OEM customers of the demand
for  any  of its respective products may cause the Company's excess and obsolete
inventory  to  exceed  estimated  allowances for such inventory. The reserve for
excess  inventory and obsolescence at March 31, 2001 and March 31, 2000 was $2.6
million  and  $3.9  million,  respectively.

5.    PROPERTY  AND  EQUIPMENT,  NET  (IN  THOUSANDS):


                                            March 31,
                                      ---------------------
                                         2001        2000
                                      ---------- ----------

 Computer equipment,
   furniture and fixtures............    $5,769     $6,045
 Machinery and equipment.............    12,097     12,685
 Tooling.............................    10,689      9,610
 Leasehold improvements..............       675      1,460
                                      ---------- ----------
                                         29,230     29,800
 Less: accumulated depreciation
   and amortization..................   (20,736)   (18,035)
 Construction in progress............       815        802
                                      ---------- ----------
                                        $ 9,309    $12,567
                                      ========== ==========

     Depreciation  and  amortization  expense  on property and equipment for the
years  ended  March  31,  2001,  2000  and  1999 was $4,937,000, $4,951,000, and
$5,783,000,  respectively.

6.    ACCRUED LIABILITIES (IN THOUSANDS):

                                            March 31,
                                      ---------------------
                                         2001        2000
                                      ---------- ----------

   Accrued payroll and benefits......    $1,629     $1,525
   Accrued warranty..................     1,676      1,861
   Accrued expenses..................       670        832
   Legal and professional accruals...       365        266
   Product liability insurance.......       348        278
   Foreign taxes payable.............       300         --
   Accrued royalties.................       296        244
   Deposits owed to sublessees.......       221        221
   Accrued rebates...................         9        768
                                      ---------- ----------
                                         $5,514     $5,995
                                      ========== ==========


                                       42
<PAGE>
      The  Company  had  $1,676,000  and $1,861,000 in accrued warranty costs at
March  31,  2001  and  2000,  respectively.  There can be no assurance that such
accrued  liabilities  may not change in the future or that future warranty costs
for  sales  made through such dates will not be greater than the amounts accrued
by  the  Company on its consolidated financial statements, either of which could
have a material adverse effect on the Company or its prospects. No provision for
these  possible  excess  warranty  costs  has  been recorded in the accompanying
financial  statements.

7.     RELATED  PARTY  TRANSACTIONS:

LOAN  TO  RELATED  PARTY:

     Pursuant  to  his  employment  contract,  on  January  24, 2000 the Company
granted  President  and  Chief   Executive  Officer,  Bryan  Kelln,  a  $200,000
interest-free  loan for a three-year period. Forgiveness of the loan from fiscal
year  to  fiscal  year  was at the discretion of the Board of Directors based on
performance.  On February 10, 2001, the Board approved forgiveness of the entire
principal  balance  and the taxes associated with the loan, totaling $361,000 in
compensation.  The  forgiveness  was  in  recognition  of  Mr.  Kelln's  overall
leadership.  Specifically,  the immediate recognition of the need to restructure
the  business,   the   planning   and  execution  of  the  business  relocation,
restructuring  and  downsizing  from  California  to  Colorado, the planning and
execution  of the global product recall, and for the bottom line, year-over-year
improvement  of nearly $12 million (before the recall and restructuring charges)
during  his  first  year  of  leadership

     The remaining loan to related party is a $15,000 interest-bearing loan to a
Vice  President  in  association  with  his  move to Colorado Springs, which the
Company  anticipates  to  be  repaid  within  the  following  year.

     CONSULTING  AND  EMPLOYMENT  AGREEMENTS:

     Prior  to  its initial public offering, the Company had entered into annual
employment  agreements  (the  "Employment Agreements") with the Company's former
President  and  its former Vice President of Advanced Research, and a management
consulting  agreement  (the  "Consulting  Agreement")  with  The  Jordan Company
("Jordan"),  whose  principals are stockholders of the Company.  Pursuant to his
respective  Employment  Agreement,  each  of the former President and the former
Vice  President  of  Advanced  Research  received  an  annual salary of $250,000
through  March  31,  2000,  the  final  termination  date  of  each  agreement.

     The  Consulting  Agreement  expired  April  1, 2000. Under the terms of the
Consulting  Agreement,  an  affiliate  of  Jordan  was  entitled  to a quarterly
consulting  fee  of  $62,500,  potential  fees  relating  to  certain  future
transactions  and  reimbursement  for  any  reasonable  expenses.

The  Company  has  no  further  obligations  related  to  either  the Employment
Agreement  or  the  Consulting  Agreement.

      INVENTORY  PURCHASES:

      For  the  years  ended  March  31,  2001,  2000 and 1999, the Company paid
$851,000,  $1,622,000,  and  $1,796,000,  respectively,  to  a  supplier  of raw
materials.  Prior  to  March 18, 1994, the former President of the Company owned
50%  of  the common stock of this supplier. The former President sold such stock
on  March  18,  1994.  The former President provides consulting services to this
supplier,  in consideration of which the former President is entitled to receive
certain  payments  through  2002.


                                       43
<PAGE>
8.    COMMITMENTS  AND  CONTINGENCIES:

      COMMITMENTS:

      The  Company  leases its manufacturing and sales facilities and certain of
its  equipment under noncancelable operating leases that expire at various times
through  2011.  Certain of these leases require escalating monthly payments and,
therefore,  periodic  rent expense is being recognized on a straight-line basis.
Under  these leases, the Company is responsible for maintenance costs, including
real  property  taxes,  utilities and other costs. Also, certain of these leases
contain  renewal  options.  The  Company had subleased their former headquarters
facility  starting in August 2000, as the company relocated to Colorado Springs.
The  lease  and  respective  sublease  for  that facility expired in April 2001.

      Total  rent  expense  for these leases for the years ended March 31, 2001,
2000  and  1999  was  $1,762,000,  $1,490,000  and  $1,555,000,  respectively.
Additionally,  the  Company  has  a $1.0 million letter of credit outstanding as
collateral  for  the  Colorado  Springs  facility  lease.  This letter of credit
reduces  the  Company's borrowing availability on its existing line of credit by
the  full  amount  outstanding.

     Following  is  a  summary, by fiscal year, of future minimum lease payments
under  operating  leases  at  March  31,  2001  (in  THOUSANDS):


                                       Operating
                                         Lease
 Fiscal Year                            Payments
                                       ---------
  2002...............................    $1,012
  2003...............................     1,189
  2004...............................       712
  2005...............................       714
  2006...............................       748
  Thereafter.........................     3,978
                                       ---------
  Total minimum lease payments.......    $8,353
                                       =========

     As of March 31, 2001, the Company had purchase commitments of approximately
$600,000,  primarily  for  tooling  and  machinery  to  be used in manufacturing
beginning  in  fiscal  2002.

      LEGAL  PROCEEDINGS:

      The Company is involved in certain legal matters in the ordinary course of
business  including  the  alleged  infringement  of  a  competitor's  patent. No
provision for any liability that may result upon the resolution of these matters
has  been  made  in  the  accompanying financial statements nor is the amount or
range of possible loss, if any, reasonably estimable.  Accordingly, the ultimate
resolution  of these matters may have a material adverse effect on the Company's
financial  position,  results  of  operations  and  cash  flows.


                                       44
<PAGE>
9.    STOCKHOLDERS'  EQUITY:

      STOCK  OPTION  PLAN:

      In  May  1996,  the Company adopted the Amended and Restated RSx Holdings,
Inc.  1996  Stock  Plan (such plan, as amended, the "1996 Stock Plan"). The 1996
Stock  Plan  provides for the issuance of up to a maximum of 1,279,020 shares of
common  stock pursuant to awards under the 1996 Stock Plan. Under the 1996 Stock
Plan, incentive stock options may be granted only to employees of the Company or
any  parent  or  subsidiary  thereof,  and non-statutory stock options and stock
purchase  rights  may  be granted to employees and directors of, and consultants
to,  the  Company  or  any  parent  or  subsidiary  thereof.

      In  February  1998, the Company's Board of Directors adopted the ROCKSHOX,
INC.  1998 Stock Option Plan (the "1998 Stock Plan," and, together with the 1996
Stock  Plan,  the  "Plans"),  which  was  subsequently approved by the Company's
stockholders in August 1998. The 1998 Stock Plan provides for the issuance of up
to a maximum of 300,000 shares of common stock pursuant to awards under the 1998
Stock  Plan.  Under  the 1998 Stock Plan, incentive stock options may be granted
only  to  employees  of  the  Company  or  any parent or subsidiary thereof, and
non-statutory  stock  options  and  stock  purchase  rights  may  be  granted to
employees  and  directors  of,  and consultants to, the Company or any parent or
subsidiary  thereof.

      Under  the  Company's  stock  option  plans, options become exercisable at
dates and in amounts as specified by the Board of Directors and generally expire
ten  years from the date of grant. Options are generally granted to employees at
prices  not  less  than  fair  market  value  on  the  date  of grant and become
exercisable  over  a  period  of  between  three  to  five  years.

     The  following  is  a  summary  of  activity  of  the  Plans:

                               Shares      Number                     Weighted
                              Available      of                        Average
Outstanding Options           for Grant    Shares    Exercise  Price    Price
--------------------------  -----------  ----------  ---------------  ---------

Balances, March 31, 1998..     290,171   1,151,613   $4.39 -  $15.00      $7.87
Options granted...........    (623,524)    623,524   $1.88 -  $ 7.13      $3.87
Options exercised.........         --       (3,916)       $4.39           $4.39
Options cancelled.........     571,152    (571,152)  $1.88 -  $15.14      $8.98
                            -----------  ----------  ---------------  ---------
Balances, March 31, 1999..     237,799   1,200,069   $1.88 -  $15.14      $5.28
Options granted...........    (625,001)    625,001   $1.02 -  $ 1.78      $1.71
Options exercised.........         --          --          --               --
Options cancelled.........     906,384    (906,384)  $1.02 -  $15.00      $5.39
                            -----------  ----------  ---------------  ---------
Balances, March 31, 2000       519,182     918,686   $1.02 -  $15.14      $2.74
Options reserved               998,000
Options granted...........  (1,263,633)  1,263,633   $0.47  -  $0.84      $0.79
Options exercised.........         --          --          --               --
Options cancelled.........     242,939    (242,939)  $0.47 -  $15.14      $3.17
                            -----------  ----------  ---------------  ---------
Balances, March 31, 2001       496,488   1,939,380   $0.47 -  $15.00      $1.38
                            ===========  ==========  ===============  =========


                                       45
<PAGE>
     During  the  quarter  ended  June  30,  1998, the Board of Directors of the
Company  approved  the cancellation of the majority of outstanding stock options
held  by  mid-  and  lower-level  employees  with an exercise price ranging from
$13.06 to $15.14 per share and the re-grant of options to purchase an equivalent
number  of  shares at $4.75 per share.  A total of 252,975 options were canceled
and  re-granted.

     At  March  31,  2001,  2000,  and  1999,  278,716,  99,596,  and  350,014,
outstanding  options  were  exercisable  under  the  Plans,  at weighted average
exercise  prices  of  $2.59,  $4.89,  and  $5.57,  respectively.

      As  discussed  in  Note  2, the Company continues to account for the Plans
in  accordance  with APB 25. Consistent with the provisions of SFAS No. 123, the
Company's  net  loss  and net loss per share would have been adjusted to the pro
forma  amounts  indicated  below  (IN  THOUSANDS,  EXCEPT  PER  SHARE  AMOUNTS):


                                                       Years Ended March 31,
                                                  -----------------------------
                                                    2001       2000      1999
                                                  --------- --------- ---------

Net (loss)available to common stockholders -
  as reported....................................  ($6,093) ($12,461)   ($1,720)
 Net (loss)available to common stockholders -
  pro forma......................................  ($7,161) ($13,317)   ($3,428)
Net (loss) per share - basic as reported.........   ($0.44)   ($0.91)    ($0.13)
Net (loss) per share - diluted as reported.......   ($0.44)   ($0.91)    ($0.13)
Net (loss) per share - basic pro forma...........   ($0.52)   ($0.97)    ($0.25)
Net (loss) per share - diluted pro forma.........   ($0.52)   ($0.97)    ($0.25)


      The  above pro-forma disclosures are not necessarily representative of the
effects on reported net income (loss) for future years. The aggregate fair value
and  weighted average fair value per share of options granted in the years ended
March 31, 2001, 2000, and 1999 were $1.1 million, $424,000, and $1.7 million and
$.84,  $1.44,  and  $3.69,  respectively. The fair value of each option grant is
estimated  on the date of grant using the Black-Scholes model with the following
weighted  average  assumptions:

                                                   Years Ended March 31,
                                             -----------------------------------
                                                2001         2000        1999
                                             ----------- ----------- -----------

Risk-free interest rate...................       4.5%        6.0%    4.34%-5.58%
Expected life.............................       3.5         3.5         3.5
Dividend rate.............................        --          --          --
Expected volatility.......................       187%        109%        125%


     The  options  outstanding  and  currently  exercisable by exercise price at
March  31,  2001  were  as  follows:


                                       46
<PAGE>
                                                           Options Currently
                           Options Outstanding                 Exercisable
                    -----------------------------------  ----------------------
                                  Weighted
                                   Average    Weighted                Weighted
                                  Remaining    Average                 Average
    Range of          Number     Contractual  Exercise     Number     Exercise
  Exercise Prices   Outstanding  Life (Years)   Price    Exercisable    Price
------------------- -----------  -----------  ---------  -----------  ---------

  $0.47  -   $0.84   1,196,118         9.16      $0.80           --      $  --
  $1.02  -   $1.88     567,001         8.61       1.76      187,417       1.77
  $2.28  -   $3.84      72,500         7.65       2.80       36,250       2.80
  $4.75  -   $4.75      91,586         7.18       4.75       45,859       4.75
  $7.13  -  $15.00      12,175         6.83       7.92        9,190       7.96
                    -----------                          -----------
                     1,939,380         8.88      $1.38      278,716      $2.59
                    ===========                          ===========



10.   INCOME  TAXES:

      The  components  of  the  provision for (benefit from) income taxes, which
arise  from  domestic  and  Taiwanese  income,  are  summarized  as  follows (IN
THOUSANDS):


                                               Years Ended March 31,
                                         -------------------------------
                                            2001       2000       1999
                                         ---------  ---------  ---------
Current:
      State.........................     $     --   $     --   $     --
      Federal.......................           --     (1,873)    (1,146)
      Foreign.......................          308         --         --
                                         ---------  ---------  ---------
                                              308     (1,873)    (1,146)
                                         ---------  ---------  ---------
Deferred:
      State.........................         (260)    (  346)       153
      Federal.......................       (1,003)    (3,967)       324
                                          --------  ---------  ---------
                                           (1,263)    (4,313)       477
      Change in valuation allowance         1,263      6,975         --
                                         ---------  ---------  ---------
                                               --      2,662        477
                                         ---------  ---------  ---------
                                         $    308   $    789     ( $669)
                                         =========  =========  =========

      The  principal  items  accounting  for the difference between income taxes
computed  at the U.S. statutory rate and the provision for (benefit from) income
taxes  reflected  in  the  statements  of  operations  are  as  follows:


                                       47
<PAGE>
                                               Years Ended March 31,
                                         -------------------------------
                                            2001      2000       1999
                                         ---------  ---------  ---------

United States statutory rate............   (34.0%)    (34.0%)    (34.0%)

States taxes, net of federal
    benefit ............................     0.3%      (2.0%)      4.9%
Foreign tax rate, Taiwan................     5.3%        --          --
Reversal of tax liability under statute
    of limitations......................      --      (14.4%)        --
Change in valuation allowance...........    33.3%      59.8%         --
Other ..................................     0.4%      (2.6%)      1.1%
                                         ---------  ---------  ---------
                                             5.3%       6.8%     (28.0%)
                                         =========  =========  =========

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts  used  for  income  tax purposes. The tax effects of
temporary differences that give rise to significant portions of the deferred tax
assets  and  liabilities  are  as  follows  (IN  THOUSANDS):

                                                          March 31,
                                                    -------------------
                                                      2001      2000
Deferred tax assets:                                --------  ---------

Allowance for doubtful accounts...................  $   312   $    396
Allowance for excess and obsolete inventory.......      931      1,461
Accrued warranty..................................      704        671
Accrued liabilities...............................      107      1,000
Net operating loss carryovers and tax credits.....    6,418      4,928
                                                     -------  ---------
Total deferred tax asset..........................    8,472      8,456
Valuation allowance...............................   (8,238)    (6,975)
Deferred tax liabilities..........................     (234)       (81)
                                                    --------  ---------
Net deferred tax asset............................  $    --   $  1,400
                                                    ========  =========

     Deferred  tax assets have been offset by a valuation allowance due to risks
and  uncertainties  surrounding the Company's ability to generate future taxable
income.  The valuation allowance has been established to the extent net deferred
tax  assets,  which consist primarily of net operating losses, cannot be carried
back and utilized against prior year taxable income, and increased by $1,263,000
for  the  year  ended  March  31,  2001  to  $8,238,000.

     At  March  31,  2001,  the  Company  has  net operating loss carryovers for
federal  and  state  income tax purposes of approximately $18.5 million and $7.5
million, respectively, which expire in 2004 through 2006 for state purposes, and
2020  through  2021,  for  federal  purposes.

     Because  of  the  "change  in ownership" provisions of the Internal Revenue
Code of 1986, a portion of the Company's net operating loss carryforwards may be
subject  to  an  annual  limitation  regarding their utilization against taxable
income  in  future  periods.  As a result of the annual limitation, a portion of
these  carryforwards  may  expire before ultimately becoming available to reduce
future  income  tax  liabilities.

     Undistributed  earnings  of  the  Company's  foreign subsidiary amounted to
approximately  $2.0  million  at  March  31,  2001.  Because  those earnings are
considered  to  be permanently invested, no provision for U.S. federal and state
income  taxes  on  those  earnings has been provided. Upon distribution of those


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earnings  in the form of dividends or otherwise, the Company would be subject to
both  U.S.  income  taxes (subject to an adjustment for foreign tax credits) and
withholding taxes payable to the various foreign countries. Determination of the
amount  of  unrecognized  deferred  U.S. income tax liability is not practicable
because  of  the  complexities  associated  with  its  hypothetical calculation.
However,  unrecognized  foreign  tax  credit carryforwards would be available to
reduce  some  portion  of  the  U.S.  liability.

11.   EMPLOYEE  BENEFIT  PLAN:

      The Company has established a defined contribution retirement plan that is
intended to qualify under Section 401 of the Internal Revenue Code ("the Plan").
The Plan covers substantially all officers and employees of the Company. Company
contributions  to  the  Plan  are  determined  at the discretion of the Board of
Directors.  For  the  years  ended  March  31,  2001,  2000,  and  1999, Company
contributions  amounted  to  approximately  $75,000,  $94,000,  and  $87,000,
respectively.

12.   BUSINESS  SEGMENT  AND  GEOGRAPHICAL  INFORMATION:

      The  Company  currently  operates  in  one  industry  segment, the bicycle
industry,  for  financial  reporting  purposes,  and  uses  one  measure  of
profitability for its business. The Company markets its products to customers in
the  United  States,  Europe  and Asia.  Substantially all long-lived assets are
maintained in the United States.  Revenue information by geographic area, all of
which  are  denominated  in  U.S.  dollars,  are  as  follows  (IN  THOUSANDS):


                                              Years Ended March 31,
                                         --------------------------------
                                            2001        2000       1999
                                         ---------- ---------- ----------

Asia .................................     $29,041    $26,881    $32,176
Europe ...............................      21,754     23,475     25,165
United States.........................      19,556     17,364     27,604
Other ................................       3,694      2,543      1,918
                                         ---------- ---------- ----------
                                           $74,045    $70,263    $86,863
                                         ========== ========== ==========


13.   LINE  OF  CREDIT:

      On  June  29,  2000,  the  Company entered into a revised credit agreement
providing  for  borrowings  up  to  $5.0  million.  Any  outstanding amounts are
collateralized  primarily  by  the  Company's  accounts  receivables, inventory,
equipment  and  intangibles,  and  bearing interest at a base interest rate plus
1.375%  annually  (9.375% at March 31, 2001).  The terms of the credit line also
restricts the payment of cash dividends.  The outstanding borrowings against the
credit  facility  as  of  March  31,  2001  were $1.2 million, and there were no
outstanding  borrowings  as  of March 31, 2000.  Additionally, the Company has a
$1.0 million letter of credit outstanding as collateral for the Colorado Springs
facility  lease.  This  letter  of  credit  reduces  the  Company's  borrowing
availability  by  the  full  amount  outstanding.  The  existing  line of credit
terminates  on  December  10,  2001.

     The  Company  obtained a waiver from the lender for being out of compliance
on  its  quarterly  debt  covenants at December 31, 2000 and March 31, 2001, due


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<PAGE>
primarily  to expenses associated with the 2001 recall that were not anticipated
at  the  time the original covenants were set.  The waiver was for each of those
periods  on  a  stand-alone  basis,  and  no  waiver  exists for future periods.

     Effective  June  28,  2001, the  Company  entered into an amended, expanded
credit  facility in  the amount of $10 million with the existing lender (the New
Facility)  under  terms  substantially  similar  to  the  previous facility. Any
outstanding  amounts  bear interest at a base interest rate plus .725% annually.
The  New  Facility  terminates  on  December  10,  2003.

14.  QUARTERLY FINANCIAL DATA - UNAUDITED (in thousands, except per share data):


                            ---------------------------------------------------
                             March 31,  December 31,  September 30,   June 30,
 Quarter Ended                  2001       2000           2000          2000
                            ----------  ------------  -------------  ----------
                                (in thousands, except per share amounts)

Net sales ...............   $  18,082   $    20,332   $     23,429   $  12,202
Gross profit.............       2,534         4,986          5,146       1,303
Operating income (loss)..      (3,639)          484            724      (3,287)

Net income (loss) .......   $  (3,391)  $       387   $        178   $  (3,267)
                            ==========  ============  =============  ==========
Net income (loss) per
 share - basic and diluted     ($0.24)  $      0.03   $       0.01      ($0.24)
                            ==========  ============  =============  ==========
Shares used in per share
 calculations - basic and
 diluted ................      13,761        13,761         13,761      13,761
                            ==========  ============  =============  ==========

                            ----------------------------------------------------
Quarter Ended                March 31,   December 31,  September 30,    June 30,
                               2000         1999         1999            1999
                            -----------  ------------  -------------  ----------
                                  (in thousands, except per share amounts)

Net sales ...............   $   19,278   $    25,500   $     15,961   $   9,524
Gross profit (loss)......          397         5,510          2,887        (977)
Operating income (loss)..      ( 4,686)        1,115         (1,167)     (6,889)

Net (loss)...............   $  ( 4,757)  $    (1,628)  $     (1,123)  $  (4,953)
                            ===========  ============  =============  ==========
Net (loss) per share -
  basic and diluted......       ($0.35)       ($0.12)        ($0.08)     ($0.36)
                            ===========  ============  =============  ==========
Shares used in per share
 calculations - basic and
 diluted.................       13,761        13,761         13,761      13,761
                            ===========  ============  =============  ==========


     During  the  fourth  quarter  of fiscal year 2001, the Company recorded two
significant adjustments.  One adjustment related to underburdened standard labor
rates  and  related  overhead. This adjustment reduced fourth quarter results by
approximately  $317,000.  The  other  adjustment  related  to the overaccrual of
anticipated  bonus  payouts  that  were recorded throughout the fiscal year at a
higher  rate  than  the  actual payout amount.  As a result, the accrued bonuses
were  reduced  in the fourth quarter of fiscal year 2001, which increased fourth
quarter  results  by  approximately  $407,000.


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<PAGE>
SCHEDULE  II
                               ROCKSHOX,  INC.

                      VALUATION  AND  QUALIFYING  ACCOUNTS

                  YEARS  ENDED  MARCH  31,  1999,  2000  AND  2001
                               (IN  THOUSANDS)


                                                        Deduc-
                              Balance at  Charged       tions
                              Beginning   to Costs       and     Balance at
                                  of        and         Write      End of
Description                     Period    Expenses       Offs      Period
----------------------------  ----------  ----------  ---------  ----------

As of March 31, 1999:
Allowance for excess and
   obsolete inventory .....   $   2,989   $  3,041    $(2,721)   $  3,309
Allowance for doubtful
   accounts ...............       1,037        226       (563)        700

As of March 31, 2000:
Allowance for excess and
   obsolete inventory .....      $3,309   $  2,835    $(2,207)   $  3,937
Allowance for doubtful
   accounts ...............         700        500        (68)      1,132

As of March 31, 2001:
Allowance for excess and
   obsolete inventory .....      $3,937    $   740    $(2,060)   $  2,617
Allowance for doubtful
   accounts ...............       1,132         23       (200)        955



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<PAGE>
                                   SIGNATURES

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

                                           ROCKSHOX,  INC.


      Date:  June  28,  2001            By:   /s/  Chris  Birkett
                                           ---------------------------------
                                                Chris  Birkett
                                                Vice  President,
                                                Chief Financial Officer and
                                                Secretary

      Pursuant  to  the  requirements of the Securities Act of 1934, this report
has  been  signed  by  the  following persons in the capacities and on the dates
indicated.

          Signature                          Title                     Date
-----------------------------  ----------------------------------  -------------

By: /s/ Bryan Kelln            Chief Executive Officer, President  June 28, 2001
   --------------------------    and Director
        Bryan Kelln            (Principal Executive Officer)


By: /s/ STEPHEN W. SIMONS      Chairman of the Board and Director  June 28, 2001
   --------------------------
        Stephen W. Simons


By: /s/ Chris Birkett          Vice President, Chief Financial     June 28, 2001
   --------------------------    Officer and Secretary
        Chris Birkett


By: /s/ JOHN W. JORDAN II      Director                            June 28, 2001
   --------------------------
        John W. Jordan II


By: /s/ ADAM E. MAX            Director                            June 28, 2001
   --------------------------
        Adam E. Max


By:   /s/ MICHAEL R. GAULKE    Director                            June 28, 2001
   --------------------------
          Michael R. Gaulke


By:  /S/ EDWARD POST           Director                            June 28, 2001
   --------------------------
        Edward Post


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<PAGE>