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

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

                    For the Fiscal Year Ended March 31, 2000
                         Commission File Number 0-28822
                           --------------------------

                                 ROCKSHOX, INC.

             (Exact name of registrant as specified in its charter)


           DELAWARE                401  Charcot  Avenue          77-0396555
(State or other jurisdiction of     San Jose, CA 95131      (I.R.S. Employer
 incorporation or organization)      (408) 435-7469      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                    NAME  OF  EACH EXCHANGE ON WHICH
Common Stock, par value $.01 per share                     REGISTERED
                                                      NASDAQ  Stock  Market

      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.  [  ]

      As  of  June 26, 2000, the aggregate market value of the voting stock held
by  non-affiliates  of  the  Registrant  was  $3,201,199.

      As  of  June  26,  2000,  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  2000  Annual  Meeting  of  Stockholders  to  be held on
August  23,  2000,  are  incorporated  by  reference  in  Part  III  hereof.
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                                        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          2


                                        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. In 1995, we changed our fiscal year end
from  December  31  to  March  31.  This  Annual  Report  on  Form 10-K includes
references  to  our  registered trademarks and brand names, including: ROCKSHOX,
JUDY,  JETT,  SID,  PSYLO,  and  DELUXE.

                                     PART IX

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  2000  model  year,  we  offered  sixteen  front suspension forks,
including  four  new models, five rear shocks, including our SID Dual air model,
and  two  suspension  seat  posts.

      Approximately  79%  of  our  sales  in  fiscal  2000  represented sales to
original  equipment manufacturers ("OEMs"), such as Trek Bicycle Corp. ("Trek"),
GT Bicycles Inc. ("GT") 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 401 Charcot Avenue, San Jose,
California,  95131;  its  telephone  number  is  (408)435-7469.

     In  March  2000,  RockShox,  Inc.  announced  that  it  will  relocate  and
consolidate  its corporate operations to Colorado Springs, Colorado.  The Sales,
Marketing,  Research and Development, Information Technology, Finance, and Human
Resources  divisions  will  move from the San Jose area, to a leased location in
Colorado  Springs  this  summer.  The  Company's  manufacturing  operations will
remain at its current location in San Jose, and its relocation will be evaluated
over  the next year.  The Company is currently expects to incur costs associated
with  the  relocation,  but is unable to accurately quantify these costs at this
time.

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


                                        4
<PAGE>
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  2000 models represent our broadest line of product offerings to date.
For  the  2000  model year, we offered sixteen front suspension forks, including
six  new  models,  five  rear  shocks,  including  our  SID  Air  model, and two
suspension  seat  posts.  For  the  2000  model year, all RockShox products have
received  a multitude of changes and upgrades aimed at increased performance and
durability.

The  following  tables  summarize  our  2000  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       Intended Use           Technology        Shipment (2)
----------  -------------  ----------  -------------------  --------------------  ---------------
<S>         <C>            <C>         <C>                  <C>                   <C>
JETT        $    250-$400  $      100  Recreational         Coil/MCU              May 98

JETT XC     $    300-$450  $      140  Recreational         Elastomer Spring      May 96
                                                            System

JETT SL     $    350-$475  $      175  Recreational;        Hydracoil             May 99
                                       Moderate Terrain     System

JETT RACE   $    400-$600  $      179  Cross-Country;       Hydracoil             June 99
                                       Moderate Terrain     System

JUDY XC     $    350-$600  $      199  Cross-Country;       Hydracoil             May 97
                                       FreeRide             System

JUDY SL     $    500-$800  $      249  Cross-Country;       Hydracoil             September 1994
                                       Extreme Terrain      System

JUDY RACE   $   700-1,000  $      299  Cross-Country;       Hydracoil             June 1999
                                       Racing               System

JUDY XL     $   800-1,300  $      430  Cross-Country;       Hydracoil             August 1999
                                       FreeRide             System

SID XC      $ 1,000-1,500  $      399  Cross-Country        HydraAir              June 1997


SID100      $ 1,000-1,600  $      419  Freeride             HydraAir              June 1999

SID SL      $ 1,500-2,300  $      539  Cross-Country;       Dual Air              July 1997
                                       Racing


                                        5
<PAGE>
SID XL      $ 1,500-2,500  $      699  FreeRide             Dual Air              July 1997

SID RACE    $ 1,800-3,500  $      599  Cross-country        Dual Air              July 1999
                                       Racing

BOXXER      $      2,500+  $    1,099  Pro Downhill Racing  HydraCoil             November 1997
                                                            System

RUBY SL     $ 1,200-2,200  $      225  Road Training        Type 2 Spring System  June 1997

RUBY Metro  $     300-700  $      155  Road Training        Hydracoil             August 1998
                                                            System
</TABLE>


<TABLE>
<CAPTION>
                                         REAR SUSPENSION
                                         ---------------


                                  Suggested
                    Typical         Retail
                     Retail        Price In                                           Date of
                   Bike Price     Accessory                          Suspension       Original
2000 Model         Point (1)        Market       Intended Use        Technology     Shipment (2)
---------------  --------------  ------------  -----------------  ----------------  ------------
<S>              <C>             <C>           <C>                <C>               <C>
Deluxe           $   500-$1,200  Not offered   Cross-County;      Coil over         June 1995
                                 at retail     Downhill           hydraulic damper

Deluxe Adjust    $   700-$1,500  Not offered   Cross-Country;     Coil over         July 1996
                                 at retail     Downhill           hydraulic damper

Pro Deluxe       $       2,000+  Not offered   Downhill Racing    Coil over         July 1995
                                 at retail                        Hydraulic
                                                                  Damper with oil
                                                                  reservoir

SID Rear         $  1,200-1,900  Not offered   Cross-County       Dual Air          July 1998
                                               at retail

SID Rear Adjust  $ 1,400-$2,000  $         90  Cross Country      Dual Air          July 1999

Mountain Post    $ 1,000-$2,000  $        119  Hardtail Seatpost  Elastomer         May 1998

Road Post        $ 1,200-$2,200  $        119  Road Bicycles      Elastomer         August 1999
                                               Seatpost
<FN>
(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)     Type  2  Spring  System  is  a  combination  of  a  coil  spring,  spring  rate
        adjuster,  and  MCU  inside  each  fork  leg.

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

(6)     HydraAir  system  is  an  air  spring  housed  in  each  fork  leg,  coupled

        with  an  open  oil  bath  damper.
</TABLE>


RESEARCH  AND  DEVELOPMENT


                                        6
<PAGE>
      As  of  March 31, 2000, our product development activities, were supported
by  25  professionals,  including  10  project  engineers,  using  an  array  of
sophisticated  design  and  analytical tools. Development for each major product
line  (e.g., SID, JUDY, JETT, etc.) is headed by a senior level project engineer
with  assistance  from  other engineers and technicians. In addition, we 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
staffed  by  a  test  engineer,  two  technicians  and  managed  by  a  Test Lab
Supervisor,  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.  Currently,  we  establish  an  interdepartmental  team,  including
representatives  from  our  engineering,  manufacturing,  marketing,  quality,
sourcing and customer service departments, at the beginning of every development
project.  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, including suspension seat posts and 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 2000, 1999, and 1998 were approximately $3.6 million, $4.9 million
and  $4.9  million,  respectively.


MANUFACTURING

     The  manufacturing  of  our branded products was divided into two locations
for  the  Model  year 2000.  The higher price point products, Judy, SID, Boxxer,


                                        7
<PAGE>
all seat post and rear shock absorbers, were made at the San Jose facility.  The
Jett  XC  product was also made at San Jose, while the lower price point Jett C,
representing approximately 10% of our fiscal 2000 production, was made in Taiwan
pursuant  to  a  strategic  relationship  that we have developed with one of our
vendors,  Spinner,  Inc.  We  have  a one year contract with Spinner, Inc.  This
contract  provides  for  our  annual  review  and audit of Spinner's operations.

     Product  assembly  at  San  Jose 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 manning, 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 manufacture 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 aluminum, which has contributed to improved durability
and  functional  consistency  for  our  products.

     As  of  March  31,  2000,  we  employed  approximately  240  non-unionized
employees,  and  approximately 80 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
operates  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 2000, and also enhanced
our  incoming  material  inspection  using  a digital coordinate measure machine
(CMM)  for  ease  of  repeatable  and  accurate measurement.  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.  At the same time as we have developed a
strategic  relationship with Spinner, Inc. ("Spinner") for some low price points
forks  assembled  in  Taiwan,  we  have started to explore off-shore sources for
parts  where  reduced  cost  can  be  selectively achieved without compromise to
quality,  performance, or timely delivery. This 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.

     We  changed  to  a  new ERP system, using Oracle software, in January 1999.
This facilitated our compliance with Y2K computer requirements, and has provided
an  improved functionality over our previous management information system.  The
Oracle system allows initial model year forecasting, continuously updated as the
production year develops, to drive material planning and procurement. Subsequent


                                        8
<PAGE>
production  control  through  to  eventual  shipment  release  has progressively
improved  our  delivery  record during this first full year of Oracle usage.  We
intend  to  leverage our new ERP system's on-time delivery as we move into Model
Year 2001.  We also intend to significantly reduce our overall inventory levels.

     We  generally require firm purchase orders with a 60 day lead time 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, 2000 was $6.0 million, compared to $6.2 million on March 31,
1999.  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, 2000, approximately 79% of
our total net sales were to OEMs and approximately, 21% were to distributors and
IBDs.  OEM  customers  are important to us, since bicycle suspension has evolved
from  an  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)          2000               1999               1998
                 -----------------  ------------------ -----------------
                            % of               % of                % of
                   Net       Net       Net     Net      Net        Net
                  Sales     Sales     Sales    Sales    Sales     Sales
                 --------  -------  --------  -------  ---------  ------


OEMs............ $ 55,495      79%  $ 73,999      85%  $  77,633     76%

Distributors
  and IBDs......   14,768      21%    12,864      15%     24,570     24%
                 --------  -------  --------  -------  ---------  ------
      Total..... $ 70,263     100%  $ 86,863     100%  $ 102,203    100%
                 ========  =======  ========  =======  =========  ======

      Management  believes  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  currently  sell  to  over  280  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.


                                        9
<PAGE>
      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.
Our  management  believes  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  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, 2000 we had approximately 35 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 6
contract  employees  based in Bern, Switzerland. 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.  We also
have  one  employee  based  in  our  Taiwan  sales  office.

      In fiscal 2000, approximately 61% of our sales represented sales to our 10
largest  customers,  such  as  Trek  Bicycle  Corp., Merida, and Giant Bicycles,
several  of  which  purchase  product as both an OEM customer and a distributor.
Sales  to  our largest customer Trek Bicycle Corp.  represented  15% of our  net
sales in fiscal 2000.  At  March  31,  2000,  our  OEM customer with the largest
accounts receivable balances  accounted  for  approximately  23% of our accounts
receivable. As of March 31,  2000,  we  had  no  long-term  contracts  with  any
of  our  customers.


MARKETING

      Our  management  believes  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.


                                       10
<PAGE>
      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.

      We  advertise our products in a variety of U.S. and international consumer
and  trade  bicycle  publications,  including  BICYCLING,  BIKE,  CATALYST
COMMUNICATIONS,  SUPER  SALE  AND  CYCLING  GUIDE, DIRT RAG, MBG GUIDE, MOUNTAIN
BIKE,  MOUNTAIN  BIKE  ACTION,  MOUNTAIN  BIKING, OBSERVED TRIALS, 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, JUDY, JETT, and other product lines.
We also seek to increase ROCKSHOX's 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 supplying
unique  packaging  and  point  of sale displays to IBDs, as well as by providing
brochures  and product hang tags that are designed to help explain the technical
performance  features  of  our  products.  We  generally  provide  hang tags and
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 lifestyle
clothing.  The  clothing  line includes T-shirts, cotton jerseys, jackets, vests
and hats.  We sell our clothing line to distributors, bicycle shops and directly
to  consumers  at  race  events.

      Our  sales  and marketing expenditures totaled approximately $6.2 million,
approximately  $5.3 million and approximately $6.2 million in fiscal years 2000,
1999  and  1998,  respectively.


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.


                                       11
<PAGE>
      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., 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.

      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  competitors  of us. In
addition,  OEMs  frequently  design  their bicycles to meet certain retail price
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
2010.  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.


                                       12
<PAGE>
      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  vigorously  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  occasionally  received,  and  may  receive in the future, claims
asserting  infringement  by  us  of  intellectual  property rights held by third
parties.  We  cannot  assure  you  that  we are not infringing upon intellectual
property  rights  held  by  others,  or  that  we will not be required to defend
ourselves  against  claimed infringement of the rights of others, as such claims
may  arise  in  the  ordinary  course  of  business. Such disputes may result in
substantial  cost  to  and  diversion of effort by us, and could have a material
adverse  effect  on  us.


ENVIRONMENTAL  MATTERS

      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.


                                       13
<PAGE>
      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
frequent  subject  to  product  recalls,  corrective  actions and manufacturers'
bulletins.  Since  we  were  founded  in  1989, we have conducted five voluntary
corrective  actions.  None of these actions has been financially material to us.

      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, 2000, we employed approximately 343 full-time employees.
In  addition,  we utilized approximately 80 occasional personnel in our assembly
operations  to  meet  production  demand.  We  are  not  a  party  to  any labor
agreements  and  none  of  our  employees  is  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


                                       14
<PAGE>
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
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.

  --  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.

  --  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.

  --  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.


                                       15
<PAGE>
  --   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 April
       1998,  we  were  notified  that  Cannondale  believes  that  some  of our
       suspension forks are covered  by  one  or  more claims of a United States
       patent purportedly owned by Cannondale.  In  December  1998,  the  United
       States  Patent  and  Trademark  Office  ("PTO")  granted  our  request to
       reexamine the Cannondale patent based on material prior  art not cited by
       Cannondale  to the PTO during the initial prosecution of the patent.  The
       reexamination  proceedings  are ongoing. 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.

  --  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 United States 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.

  --  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.

  --  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.

--    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.

--    Any  material decline or prolonged lack of growth in the popularity of, or
      market  demand  for,  mountain bike front suspension forks, in general, or
      our  products,  in particular, could have a material adverse effect on us.


ITEM  2.    PROPERTIES

      Our  headquarters  are  located  in  an  approximately  56,000 square foot
building  in  San  Jose,  California,  pursuant to a lease that expires in 2000.
Approximately  25,000  square feet of the headquarters building has been sub-let
to  a  third  party  for  the remainder of the Master Lease.  We lease two other
facilities  of approximately 15,000 and 158,000 square feet in the San Jose area
pursuant  to  leases  that  expire  in  2000  and 2004, respectively. 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 also lease one smaller
facility.  We  believe  that  our  existing  facilities are adequate to meet our
existing  requirements,  but  are  attempting  to relocate certain facilities in
order  to  consolidate our premises.  We are planning on moving the sales office


                                       16
<PAGE>
and  headquarters  during the month of July 2000, while currently in the process
of  negotiating  the  lease of up to 52,500 square feet in Colorado Springs, CO.
This new location will become the new sales office and headquarters of RockShox,
Inc.  The  Company  does  not  anticipate  significant  additional lease expense
associated  With  the  relocation.


ITEM  3.    LEGAL  PROCEEDINGS

      We  are  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. See "Certain Factors That
May  Affect  the  Company's  Business  and  Future  Results."


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  2000.


                                   PART  II

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

      Since  September  26, 1996, our common stock has been listed on The NASDAQ
Stock  Market  under  the symbol "RSHX." The following table sets forth, for the
periods  indicated,  the  high  and  low  sales  prices  of our common stock, as
reported  on  The  NASDAQ  Stock  Market.

                                                     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, 1999
      -------------------------------
      First quarter............................       $7.53     $3.00
      Second quarter...........................       $4.38     $2.63
      Third quarter............................       $3.88     $1.50
      Fourth quarter...........................       $2.75     $0.62

      On June 26, 2000, the closing sales price per share of our common stock as
reported  on  the  NASDAQ  Stock  Market was $.719. On June 26, 2000, there were
approximately  87  holders  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


                                       17
<PAGE>
future earnings for use in our business and, therefore, do not anticipate paying
any  cash  dividends  in  the  foreseeable  future.

     We  have  recently received notice from the Nasdaq Stock Market that, since
our  minimum  bid  price  per  share  has  recently  been  below  $1 for over 30
consecutive  days,  we  are  not  in  compliance with the Nasdaq National Market
listing standards regarding minimum bid price.  We have until August 28, 2000 to
demonstrate  compliance  with  this  requirement (by having the bid price on our
stock  equal or exceeding $1 for a minimum of ten consecutive trading days).  If
we  are  unable  to  meet  this requirement or receive a waiver from Nasdaq, our
stock  will  be  delisted  and  maybe  traded  on  the  bulletin  board.


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,
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
                                                          Years  Ended  March  31,
                                          ----------------------------------------------------------
                                            2000        1999        1998         1997        1996
                                          ---------   ---------  -----------  -----------  ---------
<S>                                       <C>         <C>         <C>          <C>          <C>
STATEMENT OF OPERATIONS DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA):

Net sales                                 $ 70,263    $ 86,863   $  102,203   $  106,212   $  83,509
Cost of sales                               62,446      71,000       73,183       67,115      54,110
                                          ---------   ---------  -----------  -----------  ---------
   Gross profit                              7,817      15,863       29,020       39,097      29,399
                                          ---------   ---------  -----------  -----------  ---------
Selling, general and administrative
   expenses . . . . . . . . . . . . . .     15,850      14,163       13,363       12,137      11,220
Research, development and
   engineering expense. . . . . . . . .      3,594       4,907        4,873        4,801       3,401
Restructuring and non-recurring
  charges                                      ---        (541)       3,326        6,580         ---
                                          ---------   ---------  -----------  -----------  ---------
      Income (loss) from operations . .    (11,627)     (2,666)       7,458       15,579      14,778
Interest expense (income) and other
   expense, net . . . . . . . . . . . .         45        (277)        (606)       2,205       5,650
                                          ---------   ---------  -----------  -----------  ---------
      Income (loss) before income
 taxes                                     (11,672)     (2,389)       8,064       13,374       9,128
Provisions for (benefit from)
   income taxes . . . . . . . . . . . .        789        (669)       2,944        5,149       3,464
                                          ---------   ---------  -----------  -----------  ---------
      Income (loss) before
 extraordinary loss . . . . . . . . . .    (12,461)     (1,720)       5,120        8,225       5,664
Extraordinary loss, net of tax
   benefit of $885,000                         ---         ---          ---        1,328         ---
                                          ---------   ---------  -----------  -----------  ---------
      Net income (loss) before
 accretion. . . . . . . . . . . . . . .    (12,461)     (1,720)       5,120        6,897       5,664
Accretion for dividends on
   mandatorily redeemable
   preferred stock                             ---         ---          ---          185         357
                                          ---------   ---------  -----------  -----------  ---------
      Net income (loss) available
  to common stockholders. . . . . . . .   ($12,461)    ($1,720)  $    5,120   $    6,712   $   5,307
                                          ---------   ---------  -----------  -----------  ---------

Income (loss) per share before
   extraordinary loss - basic . . . . .     ($0.91)     ($0.13)  $     0.37   $     0.71   $    0.60
Loss per share from extraordinary
   item - basic . . . . . . . . . . . .         --          --           --        (0.12)         --
                                          ---------   ---------  -----------  -----------  ---------
     Net income (loss) per share -
  basic                                     ($0.91)     ($0.13)  $     0.37   $     0.59   $    0.60
                                          ---------   ---------  -----------  -----------  ---------

Cash dividend per share . . . . . . . .         --          --           --           --          --
                                          ---------   ---------  -----------  -----------  ---------

Shares used in per share
   calculation - basic. . . . . . . . .     13,761      13,761       13,717       11,430       8,820
                                          ---------   ---------  -----------  -----------  ---------

Income (loss) per share before
   extraordinary loss - diluted . . . .     ($0.91)     ($0.13)  $     0.36   $     0.69   $    0.60
Loss per share from extraordinary
   item - diluted . . . . . . . . . . .         --          --           --        (0.11)         --
                                          ---------   ---------  -----------  -----------  ---------
     Net income (loss) per share -
  diluted . . . . . . . . . . . . . . .     ($0.91)     ($0.13)  $     0.36   $     0.58   $    0.60
                                          ---------   ---------  -----------  -----------  ---------

Shares used in per share
   calculation - diluted. . . . . . . .     13,761      13,761       14,030       11,641       8,820
                                          ---------   ---------  -----------  -----------  ---------
</TABLE>

<TABLE>
<CAPTION>
                                                          Years  Ended  March  31,
                                          ----------------------------------------------------------
                                            2000        1999        1998         1997        1996
                                          --------    --------    ---------    ---------    --------
<S>                                       <C>         <C>         <C>          <C>          <C>

BALANCE  SHEET  DATA  (IN  THOUSANDS):
Working  capital                            10,647      20,067       22,372       23,722      2,327


                                       18
<PAGE>
Total  assets                               35,804      48,765       52,259       45,875     26,932
Total  debt                                    ---          --           --           --     44,500
Mandatorily  redeemable  preferred
 stock                                         ---          --           --           --      7,357
Stockholders'  equity  (deficit)            23,602      36,063       37,765       31,561     39,615)
</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.

    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,
                                               --------------------------------
                                                  2000      1999      1998
                                               ---------- ---------- ----------

Net sales.....................................    100.0%     100.0%      100.0%
Cost of sales.................................     88.9%      81.7%       71.6%
   Gross profit...............................     11.1%      18.3%       28.4%
Selling, general and administrative expense...     22.5%      16.3%       13.0%
Research, development and engineering expense.      5.1%       5.6%        4.8%
Restructuring and non-recurring charges.......      0.0%      (0.6%)       3.3%
   Income(loss)from operations...............     (16.5%)     (3.1%)       7.3%


    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


                                       19
<PAGE>
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.  Year to year, R&D remained  relatively
constant as a percentage of 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 increase 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.


    FISCAL YEAR ENDED MARCH 31, 1999 (FISCAL 1999) COMPARED TO FISCAL YEAR ENDED
    MARCH  31,  1998  (FISCAL  1998)

    NET  SALES.  Net  sales  for  the  year  ended  March  31, 1999 decreased by
approximately  15.0%  to  approximately  $86.9 million compared to approximately
$102.2  million for the year ended March 31, 1998. OEM sales decreased in fiscal
1999  by  approximately  4.6%  to  approximately  $74.0  million  compared  to
approximately $77.6 million in fiscal 1998. Sales to the retail accessory market
(IBDs) decreased by approximately 47.6% to approximately $12.9 million in fiscal
1999  compared  to  approximately  $24.6 million in fiscal 1998. These decreases
reflect  continued  softness  in the overall domestic and international mountain
biking  market.

    Export  sales,  a  significant portion of which included products shipped to
Asian  manufacturing  subcontractors  for certain U.S.-based OEMs, accounted for


                                       20
<PAGE>
approximately  64.5%  and  approximately  62.1%  of net sales in fiscal 1999 and
1998,  respectively.

    GROSS MARGIN. Gross margin for fiscal 1999, decreased to approximately 18.3%
compared to approximately 28.4% in fiscal 1998.  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 encountered
during  fiscal  1999, and provisions for excess and obsolete inventory in fiscal
1999.  In addition, fiscal 1998 had a higher percentage of IBD sales compared to
fiscal  1999.  IBD sales generally have a higher gross margin than OEM sales due
to  discounts  given  to  OEM  customers.

    SELLING,  GENERAL  AND ADMINISTRATIVE EXPENSE.  SG&A expense for fiscal 1999
increased by approximately 6.0% to approximately $14.2 million (or approximately
16.3%  of  net  sales) compared to approximately $13.4 million (or approximately
13.0%  of  net  sales)  for  the  prior  year.  We believe that the year-to-year
increase  over  the  same  period  last year is primarily a result of lower than
expected  sales,  new  software,  and  recruiting  of  some  members  of  senior
management.  SG&A expense for fiscal 1998 included moving costs of approximately
$402,000  associated  with  the closing of two of our facilities and moving to a
single  larger  facility  in  December  1997.


    RESEARCH,  DEVELOPMENT AND ENGINEERING EXPENSE.  R&D expense for fiscal 1999
remained  constant at approximately $4.9 million which represented approximately
5.6%  of net sales in fiscal 1999 compared to approximately 4.8% of net sales in
fiscal  1998.  The  increase  in  R&D  expense  as  a  percentage  of  sales was
principally due to lower sales during fiscal 1999 as compared to the prior year.

    RESTRUCTURING AND NON-RECURRING CHARGES. During the fourth quarter of fiscal
1998,  we  incurred  a  restructuring  charge  of  approximately  $2.7  million.
Restructuring  costs  of  approximately $600,000 consisted of costs related to a
planned  headcount  reduction  of  approximately  40 employees; estimated losses
associated  with  vacating  certain  of our leasehold premises, the write-off of
associated  leasehold  improvements  and  furniture and fixtures no longer being
used,  totaling approximately $1.6 million; and an impairment charge of $445,000
relating  to  property and equipment used for production of certain discontinued
products.  During the fourth quarter of the fiscal year ended March 31, 1999, we
reversed  $541,000,  primarily  due  to  lower than expected severance costs and
equipment  write-downs.  This  reversal  represents  the  unused  portion of the
approximately  $2.7  million  set aside during fiscal 1998 for the restructuring
program.

    INTEREST  INCOME.  For  the years ended March 31, 1999 and 1998, the Company
had  interest  income  of  $277,000 and $606,000, respectively. The decrease was

primarily  attributed  to  lower  cash balances from lower revenue during fiscal
1999  as  compared  to  the  prior  year.

    INCOME  TAX  BENEFIT/EXPENSE.  Our  effective tax rate for fiscal 1999 was a
28.0%  benefit  compared to a 36.5% expense for fiscal 1998. The decrease in the
effective  tax  rate  was  primarily due to the operating loss recorded by us in
fiscal  1999  and  was  also  due  to  certain  capital  investment tax credits.


LIQUIDITY  AND  CAPITAL  RESOURCES

For  the  year  ended March 31, 2000, net cash provided by operating activities
was  approximately  $1.5  million  which  was  comprised  of  the  net  loss  of


                                       21
<PAGE>
approximately  $12.5  million decreased by non-cash charges for depreciation and
amortization  of  approximately  $5.0  million,  offset  by  $9.0  million  in
adjustments to net cash provided by operating activities. Accounts receivable at
March  31,  2000  decreased  to approximately $12.6 million net of allowance for
doubtful accounts compared to approximately $15.1 million at March 31, 1999. The
decrease  in accounts receivable was due to decreased sales volume in the fourth
quarter  of  fiscal  2000  as  compared  to the same period last year, offset by
extending  longer payment terms to some of our largest customers. Inventories at
March 31, 2000 decreased to approximately $5.6 million net of inventory reserves
compared  to  approximately  $9.2  million  at  March  31, 1999. The decrease in
inventory  was  primarily  due  to  write-offs of excess and obsolete inventory.

    Net  cash  used in investing activities was approximately $2.4 million which
principally  consisted  of  acquisitions of property and equipment. There was no
net  cash  provided  by  financing  activities  during  the  year.

    Capital  expenditures totaled approximately $2.4 million for fiscal 2000 and
approximately $6.6 million for fiscal 1999. The decrease in capital expenditures
principally  related to purchases of manufacturing equipment in fiscal 1999 that
allowed  us  to  bring  in-house  certain  manufacturing  processes  previously
performed by subcontractors, and which did not recur in fiscal 2000. As of March
31,  2000,  we  had purchase commitments of approximately $1.5 million primarily
for  tooling and machinery to be used in manufacturing beginning in fiscal 2001,
which  commitments  are  expected  to  be funded by cash flow from operations or
available  cash  balances.

     On  December  10, 1999 our existing credit agreement expired and we entered
into a new credit agreement, which provides for borrowings up to $5.0 million at
an  interest  rate  at  a  base rate (as defined therein) plus 0.375%, and which
expires  in  December  2001.  Any  outstanding  amounts  under  the facility are
collateralized by our accounts receivable, inventory, equipment and intangibles.
There were no outstanding borrowings against the new credit facility as of March
31,  2000.

     At  March  31,  2000, we had cash of approximately $2.8 million and working
capital  of  approximately  $10.6  million.  We  believe  that  our current cash
balances  and/or  financing  sources  available  will  be  sufficient to provide
operating  liquidity  for  at  least  the  next  twelve  months.


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.  In  July  1999, the Financial Accounting Standards Board
issued  FAS 137, "Accounting for Derivative Instruments and Hedging Activities -

Deferral  of  the  effective  date of FAS No. 133," or FAS No. 137.  FAS No. 137
defers  the effective date of FAS No. 133 until the beginning of fiscal quarters
or  years  after  June 15, 2000.  We will adopt FAS 137 in the fiscal year ended
March  31, 2001.  We do not expect that adoption of FAS 137 will 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"


                                       22
<PAGE>
and  in  March 2000 issued SAB 101A "Amendment: Revenue Recognition in Financial
Statements."  SAB  101  and  101A  are  effective  for the Company in the fourth
quarter  of  the  fiscal year ending March 31, 2001.  We do not currently expect
that  adoption  of SAB 101 will 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 and will 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,
                             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...........    ($0.35)       ($0.12)        ($0.08)      ($0.36)
                          ==========  ============  =============  ===========

Shares used in per share
 calculations - basic....    13,761        13,761         13,761       13,761
                          ==========  ============  =============  ===========
Net income (loss)
 per share - diluted.....    ($0.35)       ($0.12)        ($0.08)      ($0.36)
                          ==========  ============  =============  ===========
Shares used in per
 share calculations -
 diluted ................    13,761        13,761         13,761       13,761
                          ==========  ============  =============  ===========


                                       23
<PAGE>
                           March 31,  December 31,  September 30,   June 30,
                             1999         1998          1998         1998
                          ----------  ------------  -------------  ----------
                                (in thousands, except per share amounts)

Net sales ............... $  23,633   $    24,525   $     24,810   $  13,895
Gross profit ............     5,493         4,757          5,379         234
Operating income (loss)..       719         1,285            323      (4,993)

Net income (loss) ....... $     550   $       946   $        280     ($3,496)

Net income (loss) per
 share - basic........... $    0.04   $      0.07   $       0.02      ($0.25)
                          ==========  ============  =============  ==========
Shares used in per share
 calculations - basic....    13,761        13,761         13,761      13,761
                          ==========  ============  =============  ==========
Net income (loss)
 per share - diluted..... $    0.04   $      0.07   $       0.02      ($0.25)
                          ==========  ============  =============  ==========
Shares used in per
 share calculations -
 diluted ................    13,765        13,778         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.


IMPACT  OF  THE  YEAR  2000

   We  have successfully implemented our Enterprise Resource Planning system and
were  in  Year  2000 compliance with all internal financial systems prior to the
Year  2000.  We have not encountered any substantial issues related to Year 2000
in  regards  to  customers  and  suppliers,  service  providers and contractors.


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


                                       24
<PAGE>
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, 2000. 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.  Virtually all of our revenue and
capital  spending  is  transacted  in  U.S.  dollars.


ITEM  8.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

      See "Index to Consolidated  Financial Statements" on page 30 for a listing
of  the  consolidated  financial  statements  submitted  as part of this report.


ITEM  9.    CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL  DISCLOSURE

      In  September  1999,  the Board of Directors, at the recommendation of the
Audit  Committee, terminated the engagement of PricewaterhouseCoopers LLP as the
Company's  certifying  accountants.

      The  report  of  PricewaterhouseCoopers  LLP  on  the  Company's financial
statements  for  either  the  last  two fiscal years did not contain any adverse
opinion  or  disclaimer  of  opinion  and  was  not  qualified or modified as to
uncertainty,  audit  scope  or  accounting  principles.

     During the last two most recent fiscal years and subsequent interim periods
preceding  the  date  of termination of the engagement of PricewaterhouseCoopers
LLP,  the  Company  was  not  in disagreement with PricewaterhouseCoopers on any
matter  of accounting principles or practices, financial statement disclosure or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction  of  PricewaterhouseCoopers  LLP  would  have  caused
PricewaterhouseCoopers  LLP  to  make  reference  to  the  subject matter of the
disagreement  in  connection  with  this  report.

      The  required letter from PricewaterhouseCoopers with respect to the above
statements  made  by  the  Company  is  filed  as  an  exhibit  hereto.

      Also  in September 1999, the Board of Directors , at the recommendation of
the  Audit  Committee,  engaged  Ernst  &  Young LLP as the Company's certifying
accountants.  The  Company  had  not consulted with Ernst & Young LLP during its
two  most  recent  fiscal years or during any subsequent interim period prior to
its engagement regarding the application of accounting principles to a specified
transaction,  either  completed  or  proposed,  or the type of audit option that
might  be  rendered  on  the  Company's  financial  statements.

                               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 22, 2000
to  be  filed  with  the  Securities  and  Exchange  Commission  within 120 days
after  March  31,  2000  and  is  incorporated  herein  by  reference.


ITEM  11.   EXECUTIVE  COMPENSATION


                                       25
<PAGE>
      The  information  required  by  this  item  will  be  contained  in  our
Proxy  Statement for our Annual Meeting of Stockholders to be held on August 22,
2000  to  be  filed  with the Securities and Exchange Commission within 120 days
after  March  31,  2000  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 22,
2000  to  be  filed  with the Securities and Exchange Commission within 120 days
after  March  31,  2000  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 22, 2000
to  be  filed  with the Securities and Exchange Commission within 120 days after
March  31,  2000  and  is  incorporated  herein  by  reference.


                                       26
<PAGE>
                                    PART  IV

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

(a)(1)   See  page 30 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)

  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    Form  of  Amended  and  Restated Employment Agreement, dated October 2,
         1996,  between  RockShox,  Inc.  and  Paul  Turner.  (1)

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

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

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

 10.7    Consultant  Agreement,  dated  January  1, 1994 by and between Simons &
         Susslin,  Inc.  and  Stephen  Simons.  (1)

 10.8    Form  of  Lease,  dated  as of May 1, 1994 between Charcot Center Joint
         Venture  and  RockShox,  Inc.  (1)

 10.9    Form  of First Amendment to Lease, dated as of August 15, 1994, between
         Charcot  Center  Joint  Venture  and  RockShox,  Inc.  (1)

 10.10   Form  of  Lease,  dated  as  of  October 1, 1995, between Whitecliffe I
         Apartments,  Ltd.  and  RockShox,  Inc.  (1)

 10.11   Form  of  Indemnity  Agreement.  (1)

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


                                       27
<PAGE>
 10.13   Amended  and  Restated  RSx  Holdings,  Inc.  1996  Stock  Plan.  (1)

 10.14   Letter  Agreement,  dated as of May 7, 1996, between RockShox, Inc. and
         Charles  E.  Noreen,  Jr.  (2)

 10.15   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)

 10.16   Employment  Agreement,  dated  November 1, 1997, between RockShox, Inc.
         and  George  Napier.  (3)

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

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

 10.19   Sublease,  dated  July  9, 1998, between RockShox, Inc. and Media Arts
         Group,  Inc.  (5)

 10.20   Employment  Agreement, dated June 17, 1998, between RockShox, Inc. and
         Gary  Patten  (6)

 10.21   Bridge Loan Note, dated September 28, 1998, between RockShox, Inc. and
         the  First  National  Bank  of  Chicago.  (6)

 10.22   Amended  and  Restated  Incentive  Stock  Option  Agreement  Under the
         RockShox, Inc. 1996 Stock Plan, dated September 21, 1998, between
         RockShox, Inc. and  Robert  Kaswan.  (6)

 10.23   Credit  Agreement, dated December 11, 1998, between RockShox, Inc. and
         the  First  National  Bank  of  Chicago.  (7)

 10.24   Credit  agreement, dated December 10, 1999, between RockShox, Inc. and
         the  Wells  Fargo  Business  Credit.  (8)

 10.25   Employment  agreement, dated December 23, 1999, between RockShox, Inc.
         and  Bryan  Kelln.  (8)

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

 23      Consent  of  Ernst  &  Young LLP.

 23.1    Report  of  PricewaterhouseCoopers LLP on Financial Statement Schedule.

 23.2    Consent  of  PricewaterhouseCoopers  LLP.



 27.1    Financial  Data  Schedule.



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

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


                                       28
<PAGE>
     (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
         June  30,  1998.

     (6) Previously filed with Form 10-Q of RockShox, Inc. for the quarter ended
         September  30,  1998.

     (7) Previously filed with Form 10-Q of RockShox, Inc. for the quarter ended
         December  31,  1998.

     (8)  Previously  filed  with Form 10-K of RockShox, Inc. for the year ended
         March  31,  1999.

(9)  Previously  filed  with  Form  10-Q  of  RockShox,  Inc. for the year ended
    June  30,  1999.

    (10)  Previously  filed  with Form 10-Q of RockShox, Inc. for the year ended
         September  30,  1999.

    (11) Previously filed with Form 10-Q of RockShox, Inc. for the quarter ended
         December  31,  1999.

 (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,  1999.

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


                                       29
<PAGE>
                                 ROCKSHOX, INC.

                                   FORM 10-K

                           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..... 31


      Report of PricewaterhouseCoopers LLP, Independent Auditors... 32

      Consolidated Balance Sheets at March 31, 2000 and 1999....... 33

      Consolidated Statements of Operations for the Years Ended
          March 31, 2000, 1999 and 1998............................ 34

      Consolidated Statements of Stockholders' Equity for
          the Three Years Ended March 31, 2000..................... 35

      Consolidated Statements of Cash Flows for the Years Ended
          March 31, 2000, 1999 and 1998............................ 36

      Notes to Consolidated Financial Statements................... 38


2.    Consolidated Financial Statement Schedule

      Schedule II Valuation and Qualifying Accounts................ 59


                                       30
<PAGE>
                Report of Ernst & Young LLP, Independent Auditors



Stockholders  and  Board  of  Directors
RockShox,  Inc.

We have audited the accompanying consolidated balance sheet of RockShox, Inc. as
of  March  31,  2000  and  the  related  consolidated  statements of operations,
stockholders'  equity  and  cash  flows  the  year  then ended.  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.  The consolidated financial statements of RockShox, Inc. for the year
ended  March 31, 1999 and 1998 were audited by other auditors whose report dated
April  27,  1999,  expressed  an  unqualified  opinion  on  those  statements.

We  conducted our audit 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 audit provides a reasonable basis
for  our  opinion.

In  our opinion, the 2000 financial statements referred to above present fairly,
in  all material respects, the consolidated financial position of RockShox, Inc.
at  March  31, 2000, and the consolidated results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted  in  the  United  States.

                              /s/  Ernst  &  Young  LLP

San  Francisco,  California
April  24,  2000


                                       31
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

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

In  our  opinion,  the  accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present  fairly,  in  all material respects, the financial position of RockShox,
Inc. and its subsidiaries at March 31, 1999, and the results of their operations
and  their  cash  flows  for each of the two years in the period ended March 31,
1999  in  conformity with accounting principles generally accepted in the United
States.  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 audits.  We conducted our audits of these statements in
accordance  with  auditing  standards  generally  accepted in the United States,
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  audits  provide  a
reasonable  basis  for  the  opinion  expressed  above.


/s/ PricewaterhouseCoopers  LLP


San  Jose,  California
April  27,  1999


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

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

                                                               March 31,
                                                         ---------------------
                                                            2000       1999
                                                         ----------  ---------
<S>                                                      <C>         <C>
                          ASSETS
Current assets:
   Cash and cash equivalents...........................  $   2,832   $  3,755
   Accounts receivable, net of allowance for
      doubtful accounts $1,132 in 2000 and $700
       in 1999.........................................     12,623     15,112
   Inventories.........................................      5,614      9,174
   Prepaid expenses and other current assets...........        380        666
   Deferred income taxes...............................      1,400      4,062
                                                         ----------  ---------
      Total current assets.............................     22,849     32,769
Property and equipment, net............................     12,567     15,807
Loan to related party..................................        200         --
Other assets...........................................        188        189
                                                         ----------  ---------
      Total assets.....................................  $  35,804   $ 48,765
                                                         ==========  =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable....................................      6,207   $  5,266
   Accrued liabilities.................................      5,995      7,436
                                                         ----------  ---------
      Total current liabilities........................     12,202     12,702

Commitments and contingencies (Note 8)

Preferred stock, $0.01 par value:
   Authorized:  10,000,000 shares
   Issued and outstanding:  none in 2000 and 1999......         --         --
Common stock, $0.01 par value:
   Authorized:  50,000,000 shares
   Issued and outstanding: 13,761,147 shares in
   2000 and 1999.......................................        138        138
Additional paid-in capital.............................     65,928     65,928
Distributions in excess of net book value..............    (45,422)   (45,422)
Retained earnings......................................      2,958     15,419
                                                         ----------  ---------
      Total stockholders' equity.......................     23,602     36,063
                                                         ----------  ---------
      Total liabilities and stockholders' equity.......  $  35,804   $ 48,765
                                                         ==========  =========
</TABLE>

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


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

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

                                                    Years Ended March 31,
                                               --------------------------------
                                                  2000       1999       1998
                                               ---------- ---------- ----------
<S>                                            <C>        <C>        <C>
Net sales.....................................   $70,263   $ 86,863   $102,203
Cost of sales.................................    62,446     71,000     73,183
                                               ---------- ---------- ----------
   Gross profit...............................     7,817     15,863     29,020
                                               ---------- ---------- ----------

Selling, general and administrative expense...    15,850     14,163     13,363
Research, development and engineering expense.     3,594      4,907      4,873
Restructuring and non-recurring...............       --        (541)     3,326
                                               ---------- ---------- ----------
   Operating expenses.........................    19,444     18,529     21,562
                                               ---------- ---------- ----------
   Income(loss)from operations................   (11,627)    (2,666)     7,458
Interest income...............................       --         277        606
Interest expense..............................       (45)       --         --
                                               ---------- ---------- ----------
   Income(loss)before income taxes...........    (11,672)    (2,389)     8,064
Provision for (benefit from)income taxes.....        789       (669)     2,944
                                               ---------- ---------- ----------
Net income(loss)available to common
     stockholders.............................  ($12,461)   ($1,720)    $5,120
                                               ========== ========== ==========


Net income (loss)per share - basic............    ($0.91)    ($0.13)     $0.37

Shares used in per share calculations - basic.    13,761     13,761     13,717
                                               ========== ========== ==========

Net income(loss) per share - diluted..........    ($0.91)   ($0.13)      $0.36
                                               ========== ========== ==========
Shares used in per share calculations -
  diluted.....................................    13,761    13,761      14,030
                                               ========== ========== ==========

              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>


                                       34
<PAGE>
<TABLE>
<CAPTION>
                                 ROCKSHOX,  INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (IN  THOUSANDS)

                                                           Distribu-
                                                             tions
                                                   Addi-   in Excess
                                 Common Stock     tional     of Net
                               -----------------  Paid-In     Book    Retained
                                Shares   Amount   Capital    Value    Earnings    Total
                               -------- -------- --------- ---------- --------- ---------
<S>                            <C>      <C>      <C>       <C>        <C>       <C>
Balances, March 31, 1997......  13,620    $ 136   $64,828   ($45,422)  $12,019   $31,561
 Proceeds from exercise of
   stock options .............     137        2       606        --        --        608
 Tax benefits from
   disqualifying dispositions
   of common stock............      --       --       476        --        --        476
 Net income and comprehensive
   income.....................      --       --       --         --      5,120     5,120
                               -------- -------- --------- ---------- --------- ---------
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
                               ======== ======== ========= ========== ========= =========

              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>


                                       35
<PAGE>
<TABLE>
<CAPTION>
                                ROCKSHOX, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

                                                  Years Ended March 31,
                                               -----------------------------
                                                 2000      1999      1998
                                               --------- --------- ---------
<S>                                            <C>       <C>       <C>
Cash flows from operating activities:
  Net income (loss)........................... ($12,461)  ($1,720)   $5,120
Adjustments to reconcile net income/(loss) to
   Net cash provided by (used in) operating
   activities:
   Restructuring and non-recurring charges....       --      (541)    3,326
   Depreciation ..............................    4,951     5,783     4,706
   Loss on disposal of fixed assets...........      531        --       782
   Provision for doubtful accounts............      500       226      (489)
   Provision for excess and obsolete
     inventories..............................    2,200     3,041     2,408
   Deferred income taxes......................    2,662       477       200
Changes in operating assets and liabilities:
   Accounts receivable........................    1,989    (6,108)   (2,123)
   Inventories................................    1,360      (634)   (3,189)
   Prepaid expenses and other current assets..      287       296       170
   Accounts payable and accrued liabilities...     (500)     (958)   (3,146)
                                               --------- --------- ---------
    Net cash provided by (used in)
     operating activities.....................    1,519      (138)     7,765
                                               --------- --------- ---------
Cash flows from investing activities:
   Purchase of property and equipment.........   (2,442)   (6,643)  (13,012)
   Proceeds from disposal of fixed assets.....      200       (36)      (30)
   Loan to related party......................     (200)       --        --
                                               --------- --------- ---------
    Net cash used in investing activities.....   (2,442)   (6,679)   (13,042)
                                               --------- --------- ---------
Cash flows from financing activities:
   Proceeds from exercise of stock options ...       --        17       608
   Tax benefits from disqualifying
   dispositions of common stock..............        --         1       476
   Proceeds from short-term borrowings........    4,000     2,000       --
   Repayment  of short-term borrowings and
   bank debt..................................   (4,000)   (2,000)       --
                                               --------- --------- ---------
Net cash provided by financing activities.           --        18     1,084
                                               --------- --------- ---------
Net decrease in cash and cash
 equivalents............................           (923)   (6,799)   (4,193)
Cash and cash equivalents, beginning of
  period......................................    3,755    10,554    14,747
                                               --------- --------- ---------
Cash and cash equivalents, end of period......   $2,832   $ 3,755   $10,554
                                               ========= ========= =========


                                       36
<PAGE>
Supplemental disclosure of cash flow
  information:
   Income taxes paid..........................      --        --     $2,478
   Interest paid..............................      $45      $21        --



              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>


                                       37
<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,  2000,  1999  and  1998  approximately 79%, 85% and 76% respectively, of the
Company's total net sales were to OEMs. For the years ended March 31, 2000, 1999
and 1998 approximately 21%, 15% and 24% respectively, of the Company's total net
sales  were  to  the  retail  accessory  market.

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 generally
accepted  accounting  principles  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.


                                       38
<PAGE>
      The  company  manufactures  product  in the United States, in addition the
company  sub-contracts  certain  low  end  product  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  performs  ongoing  credit  evaluations,  generally does not
require  collateral  of  its  customers  and  maintains allowances for potential
credit losses. At March 31, 2000, one OEM customer accounted for 23% of accounts
receivable.  At  March  31, 1999, one OEM customer accounted for 30% of accounts
receivable. For the year ended March 31, 2000, one customer accounted for 15% of
the  Company's  revenues.  For  the  year  ended  March  31,  1999 two customers
accounted  for  17%  and 16% of the Company's revenue.  For the year ended March
31,  1998,  one  customer  accounted  for  16%  of  the  Company's  revenues.

      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  two  financial
institutions  domiciled  in  the  United  States.

      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
not  improve  or extend the life of the assets are charged to expense. 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.


                                       39
<PAGE>
                                               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  reviews  the  adequacy  of  these
assumptions  based  on  historical  experience.

      ADVERTISING  COSTS:

      Advertising costs are charged to operations as incurred. Advertising costs
were  $1,871,000,  $1,701,000 and $1,922,000 for the years ended March 31, 2000,
1999  and  1998,  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.


                                       40
<PAGE>
     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  income and net income are the same.

     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.  In  July  1999, the Financial Accounting Standards Board
issued  FAS 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral  of  the  effective  date of FAS No. 133," or FAS No. 137.  FAS No. 137
defers  the effective date of FAS No. 133 until the beginning of fiscal quarters
or years after June 15, 2000.  The Company will adopt FAS 137 in the fiscal year
ended March 31, 2001.  The Company does not expect that adoption of FAS 137 will
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"
and  in  June  2000 issued SAB 101B "Amendment: Revenue Recognition in Financial
Statements."  The  Company  will adopt SAB 101 and 101A in the fourth quarter of
the  fiscal  year  ended  March 31, 2001.  The Company does not currently expect
that  adoption  of SAB 101 and 101A will 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."  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 and will 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
dilutive  potential  common  shares  that  were  outstanding  during the period.
Dilutive  potential  common shares consist of incremental common shares issuable
upon  exercise  of  stock  options  and  warrants  for  all  periods.

     STOCK-BASED  COMPENSATION


      The  Company  accounts  for  employee  stock options under APB Opinion No.


                                       41
<PAGE>
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 comprise the following (IN THOUSANDS):


                                            Years Ended March 31,
                                      --------------------------------
                                         2000       1999       1998
                                      ---------- ---------- ----------

Restructuring plan ..................       --       ($221)     $2,244
Settlement of legal dispute .........       --          --         637
Write down of equipment .............       --        (320)        445
                                      ---------- ---------- ----------
                                            --       ($541)     $3,326
                                      ========== ========== ==========


      During  the  fourth  quarter  of  fiscal  1998,  the  Company  announced a
restructuring  plan  which  included  a work force reduction of approximately 40
employees  and  the  consolidation  of the Company's facilities. The program was
primarily  aimed  at  focusing  the Company's business processes, attaining cost
efficiencies   and  increasing  manufacturing  flexibility.   The  restructuring
charge  included a provision of $600,000 for severance costs. In connection with
the  restructuring  plan  the Company also recorded a charge of $1,644,000 which
included  the estimated losses associated with vacating certain of the Company's
leasehold  premises,  the  write-off  of  associated  leasehold improvements and
furniture  and  fixtures  no  longer  being used. The Company also recognized an
impairment  charge  of  $445,000 relating to property and equipment used for the
production  of  certain discontinued products.  During the fourth quarter of the
fiscal  year  ended March 31, 1999, the Company reversed $541,000, primarily due
to lower than expected severance costs and equipment write-downs.  This reversal
represents  the  unused  portion of the $2.7 million recorded during fiscal 1998
for  the  restructuring  program.

      During  fiscal  1998, the Company entered into a settlement agreement with
Answer  Products  and  has  recognized  a  charge  of  $637,000  which  includes
associated settlement  and  legal  costs.

      Also  during  the  fourth  quarter  of  fiscal 1998, the Company wrote-off
charged  to  cost of goods sold $1,429,000 of inventory relating to discontinued
products.

      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.

4.  INVENTORIES (IN THOUSANDS):

                                            March 31,
                                      ---------------------
                                         2000       1999
                                      ---------- ----------


                                       42
<PAGE>
     Raw materials ..................    $3,779     $6,048
     Finished goods .................     1,835      3,126
                                      ---------- ----------

                                         $5,614    $ 9,174
                                      ========== ==========

      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.

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

                                            March 31,
                                      ---------------------
                                         2000       1999
                                      ---------- ----------

 Computer equipment,
   furniture and fixtures............    $6,045    $ 5,512
 Machinery and equipment.............    12,685     10,710
 Tooling.............................     9,610      8,633
 Leasehold improvements..............     1,460      1,184
                                      ---------- ----------
                                         29,800     26,039
 Less: accumulated depreciation
   and amortization..................   (18,035)   (13,278)
 Construction in progress............       802      3,046
                                      ---------- ----------
                                        $12,567    $15,807
                                      ========== ==========

      Depreciation  and  amortization  expense  on  property  and  equipment
for the years ended March 31, 2000, 1999 and 1998 was $4,951,000, $5,783,000 and
$4,706,000,  respectively.


6.    ACCRUED LIABILITIES (IN THOUSANDS):

                                            March 31,
                                      ---------------------
                                         2000       1999
                                      ---------- ----------

   Accrued payroll and benefits......    $1,525     $  634
   Accrued warranty..................     1,861      2,495
   Accrued rebates...................       768      1,500
   Other.............................     1,841      2,807
                                      ---------- ----------
                                         $6,991     $7,436
                                      ========== ==========

      The  Company  had  $1,861,000  and $2,495,000 in accrued warranty costs at
March  31, 2000 and March 31, 1999, 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


                                       43
<PAGE>
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 is at the discretion of the Board of Directors, based on performance of the
Company.

     CONSULTING  AND  EMPLOYMENT  AGREEMENTS:

      Prior  to the 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.

      The  Company's  former President and its former Vice President of Advanced
Research,  both  of  whom  are  stockholders, entered into employment agreements
with  the Company, (each, an "Employment Agreement").  Each Employment Agreement
had  an  initial one-year term and automatically renewed for additional one-year
terms,  with the final term ending March 31, 2000, at the election of the former
President  and  the  former Vice President of Advanced Research, as the case may
be.  Each  Employment Agreement could be terminated by the Company for cause (as
defined  therein)  or  by  the former President and the former Vice President of
Advanced  Research,  as  the  case may be, for good reason (as defined therein).
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.

      Each Employment Agreement also provides that, for each fiscal year, during
the  term  of  the  Employment  Agreement, in which the former President and the
former  Vice  President  of  Advanced  Research, as the case may be, has been an
employee  of the Company for the entire fiscal year, the Company will pay to the
former President and the former Vice President of Advanced Research a cash bonus
of  an  amount not to exceed 100% and 50%, respectively, of his annual salary of
$250,000,  based  upon  an  evaluation  of  his  duties  and, in the case of the
company's  former  President,  upon  the  performance  of the Company during the
fiscal  year.  During fiscal 2000, 1999, and 1998, no incentive compensation was
earned  under  the  Amended Employment Agreements.  Effective July 31, 1998, the
Former  Vice  President  of  Advanced  Research ceased to be an executive of the
Company  and  his employment agreement was terminated.  The former President has
served  as  the  Chairman  of  the  Board of Directors since 1996, and served as
President  until November, 1997.  He is currently serving as the Chief Technical
Officer.

      The  Consulting  Agreement  is  dated  as  of March 24, 1995 and generally
continues  until  April  1,  2000.  Under the terms of the Consulting Agreement,
an  affiliate  of  Jordan  is entitled to a quarterly consulting fee of $62,500,
potential  fees  relating  to  certain future transactions and reimbursement for
any  reasonable  expenses.


                                       44
<PAGE>
      INVENTORY  PURCHASES:

      For  the  years  ended  March  31,  2000,  1999 and 1998, the Company paid
$1,622,000,  $1,796,000  and  $1,813,000,  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.

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  2004.  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.

      Total  rent  expense  for these leases for the years ended March 31, 2000,
1999  and  1998  was  $1,490,000,  $1,555,000  and  $1,593,000,  respectively.

      The Company has entered into two sublease agreements which expire in March
2001.  For  fiscal  2001,  sublease  income  will  be  approximately  $449,000.

Following  is  a summary, by fiscal year, of future minimum lease payments under
operating  leases  at  March  31,  2000  (in  THOUSANDS):

                                       Operating
                                         Lease
 Fiscal Year                            Payments
                                      ----------
  2001...............................    $1,518
  2002...............................     1,039
  2003...............................     1,071
  2004...............................     1,103
  2005...............................        93
  Thereafter.........................        --
                                      ----------
  Total minimum lease payments.......    $4,824
                                      ==========

As of March 31, 2000, the Company had purchase commitments of approximately $1.5
million  primarily  for  tooling  and  machinery  to  be  used  in manufacturing
beginning  in  fiscal  2001.

      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


                                       45
<PAGE>
resolution  of these matters may have a material adverse effect on the Company's
financial  position,  results  of  operations  and  cash  flows.

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, 1997..  140,479    838,541    $4.39 -  $15.00        $7.44
Options reserved..........  600,000       --         --                     --
Options granted........... (531,450)   531,450    $7.13 -  $14.93        $8.56
Options exercised.........      --    (137,236)   $4.39 -  $ 4.69        $4.41
Options cancelled.........   81,142    (81,142)   $4.39 -  $15.00       $13.72
                           --------- ----------                        ---------
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
                           ========= ==========   ===============      =========


                                       46
<PAGE>
At  March  31, 2000, the Company has reserved 918,686 shares of common stock for
future  issuance  related  to  stock  options outstanding, and 519,182 shares of
common  stock  for  future issuance related to stock options available for grant
under  the  1996  and  1998  Stock  Plans.

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,  2000,  1999,  and 1998, 99,596, 350,014, and 254,134 outstanding
options were exercisable under the Plans, at weighted average exercise prices of
$4.89,  $5.57,  and  $6.80,  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  income  (loss)  and  net income (loss) per share would have been
adjusted  to  the  pro  forma  amounts indicated below (IN THOUSANDS, EXCEPT PER
SHARE  AMOUNTS):

                                                       Years Ended March 31,
                                                  -----------------------------
                                                    2000      1999      1998
                                                  --------- --------- ---------

Net income(loss)available to common stockholders -
  as reported...................................  ($12,461)   ($1,720)   $5,120
Net income(loss)available to common stockholders -
  pro forma...................................... ($13,317)   ($3,428)   $4,517
Net income(loss) per share - basic as reported...   ($0.91)    ($0.13)    $0.37
Net income(loss) per share - diluted as reported.   ($0.91)    ($0.13)    $0.36
Net income(loss) per share - basic pro forma.....   ($0.97)    ($0.25)    $0.33
Net income(loss) per share - diluted pro forma...   ($0.97)    ($0.25)    $0.33

      The  above pro-forma disclosures are not necessarily representative of the
effects  on  reported  net income for future years. The aggregate fair value and
weighted  average  fair  value  per  share of options granted in the years ended
March  31,  2000, 1999 and 1998 were $424,000, $1.7 million and $2.2 million and
$1.44,  $3.69,  and  $4.16, 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,
                                             -----------------------------------
                                                2000        1999        1998
                                             ----------- ----------- -----------

Risk-free interest rate...................       6%     4.34%-5.58%  5.47%-6.52%
Expected life.............................       3.5          3.5          3.5
Dividend rate.............................        --            --            --
Expected volatility.......................       109%       125%          57%


                                       47
<PAGE>
The options outstanding and currently exercisable by exercise price at March 31,
2000  were  as  follows:


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

  $1.02  -   $1.41      51,000         9.49      $1.21           --      $  --
  $1.78  -   $2.28     621,501         9.65       1.83       22,625       2.14
  $3.84  -   $4.75     202,010         8.22       4.50       57,786       4.51
  $7.13  -   $7.44      32,000         7.97       7.15       14,000       7.15
  $13.06 -  $15.14      12,175         7.02      15.02        5,185      15.02
                    -----------                          -----------
                       918,686         9.23      $2.74       99,596      $4.89
                    ===========                          ===========

10.   INCOME  TAXES:

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

                                             Years Ended March 31,
                                         --------------------------------
                                            2000       1999       1998
                                         ---------- ---------- ----------

Current:
      State.........................        $ --        $ --       $140
      Federal.......................       (1,873)    (1,146)     2,604
                                         ---------- ---------- ----------
                                           (1,873)    (1,146)     2,744
                                         ---------- ---------- ----------
Deferred:
      State.........................       (  346)       153         10
      Federal.......................       (3,967)       324        190
                                          --------- ---------- ----------
                                           (4,313)       477        200
      Change in valuation allowance         6,975         --         --
                                         ---------- ---------- ----------
                                            2,662        477        200


                                       48
<PAGE>
                                         ---------- ---------- ----------
                                            $ 789     ( $669)    $2,944
                                         ========== ========== ==========

      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:


                                             Years Ended March 31,
                                         --------------------------------
                                            2000       1999       1998
                                         ---------- ---------- ----------

United States statutory rate............   (34.0%)    (34.0%)     34.0%
Foreign Sales Corporation tax
    benefit ............................      --         --       (3.1%)
States taxes, net of federal
    benefit ............................    (2.0%)      4.9%       3.1%
Reversal of tax liability under statute
    of limitations......................   (14.4%)       --         --
Change in valuation allowance...........    59.8%        --         --
Other ..................................    (2.6%)      1.1%       2.5%
                                         ---------- ---------- ----------
                                             6.8%     (28.0%)     36.5%
                                         ========== ========== ==========

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,
                                                    --------------------
                                                       2000       1999
Deferred tax assets:                                ---------  ---------

Allowance for doubtful accounts...................   $  396      $  340
Allowance for excess and obsolete inventory.......    1,461       1,122
Accrued warranty..................................      671         848
Accrued liabilities...............................    1,000       1,025
Net operating loss carryovers.....................    4,928          --
Other.............................................       --         727
                                                    ---------  ---------
Total deferred tax asset..........................    8,456       4,062
Valuation allowance...............................   (6,975)         --
Deferred tax liabilities..........................      (81)         --
                                                    ---------  ---------
Net deferred tax asset............................   $1,400      $4,062
                                                    =========  =========


                                       49
<PAGE>
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,  except  no  valuation  allowance has been established to the extent net
operating  losses  can  be  carried back and utilized against prior year taxable
income.  The valuation allowance increased by $6,975,000 in the year ended March
31,  2000.

At  March  31,  2000,  the Company has net operating loss carryovers for federal
income  tax  purposes  of approximately $13,590,000, approximately $5,263,000 of
which  can  be  carried  back  and  utilized  in  a  prior  year.  The remaining
$8,327,000  of  federal net operating loss carryforwards will expire in tax year
2020.  The  Company  has  net  operating loss carryforwards for state income tax
purposes  of  approximately $6,240,000, which expire in tax years 2004 and 2005.

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.

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, 2000, 1999, and 1998, Company
contributions  amounted  to  approximately  $94,000,  $87,000,  and  $84,000,
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,
                                         --------------------------------
                                            2000       1999       1998
                                         ---------- ---------- ----------

Asia .................................     $26,881    $32,176    $34,055
Europe ...............................      23,475     25,165     25,100
United States.........................      17,364     27,604     38,676
Other ................................       2,543      1,918      4,372
                                         ---------- ---------- ----------
                                           $70,263    $86,863   $102,203
                                         ========== ========== ==========

13.   EARNINGS  PER  SHARE:


                                       50
<PAGE>
        A  reconciliation  of the numerator and denominator of basic and diluted
EPS  is  provided  as  follows  (IN  THOUSANDS,  EXCEPT  PER  SHARE  AMOUNTS).


                                                    Years Ended March 31,
                                               --------------------------------
                                                  2000       1999       1998
                                               ---------- ---------- ----------

Weighted average shares of common stock
  outstanding.................................   13,761     13,761     13,717
                                               ---------- ---------- ----------
Shares used in basic net income(loss)per share
  calculation.................................   13,761     13,761     13,717
                                               ========== ========== ==========

Weighted average shares of common stock
  outstanding.................................   13,761     13,761     13,717
Diluted effect of stock options...............       --         --        313
                                               ---------- ---------- ----------
Shares used in diluted net income(loss) per share
  calculation.................................   13,761     13,761     14,030
                                               ========== ========== ==========

Reconciliation of net income(loss)available to
  stockholders used in basic and diluted per
  share calculations:
Income(loss)..................................  ($12,461)   ($1,720)    $5,120
                                               ---------- ---------- ----------
Net income(loss) available to common
       stockholders...........................  ($12,461)   ($1,720)    $5,120
                                               ========== ========== ==========

Net income(loss)per share - basic........         ($0.91)    ($0.13)     $0.37
                                               ========== ========== ==========

Net income(loss)per share - diluted.......        ($0.91)    ($0.13)     $0.36
                                               ========== ========== ==========

      As  of  March  31,  2000,  1999,  and  1998  options  to purchase 918,686,
1,200,069,  and  286,192 shares, respectively, were not included in the earnings
per  share  calculation  as  the  effect  was  anti-dilutive.

14.   LINE  OF  CREDIT:

      On  December  10,  1999,  the  Company entered into a new credit agreement
providing  for  borrowing  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  prime rate plus 0.375%
annually.  There  were  no outstanding borrowings against the credit facility as
of  March  31,  2000.

On  September  28,  1998,  the Company entered into a bridge loan note agreement
providing for borrowing up to $4.0 million. On October 1, 1998, $2.0 million was
borrowed  against the note of which $1.0 million was repaid on October 30, 1998,
and  the remaining $1.0 million was repaid by December 11, 1998. Any outstanding


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amounts  under  the  facility  were  collateralized  by  the  Company's accounts
receivables,  inventory,  equipment  and  intangibles. There were no outstanding
borrowings  against  the  credit  facility  as  of  March 31, 1999 and loan note
agreement  was  terminated  in  December  1999.


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                                SCHEDULE II

                               ROCKSHOX, INC.

                      VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED MARCH 31, 1998, 1999 AND 2000
                               (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, 1998:
Allowance for excess and
   obsolete inventory .....       2,676      2,408     (2,095)    $2,989
Allowance for doubtful
   accounts ...............       1,589       (489)       (63)     1,037

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


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                                    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,  2000            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, 2000
   --------------------------    and  Director
        Bryan  Kelln            (Principal  Executive  Officer)


By: /s/ STEPHEN W. SIMONS      Chairman of the Board and Director  June 28, 2000
   --------------------------
        Stephen  W.  Simons


By: /s/ Chris Birkett          Vice President, Chief Financial     June 28, 2000
   --------------------------    Officer  and  Secretary
        Chris  Birkett           Principal  Financial  and
                                  Accounting  Officer)


By: /s/ JOHN W. JORDAN II      Director                            June 28, 2000
   --------------------------
        John  W.  Jordan  II


By: /s/ ADAM E. MAX            Director                            June 28, 2000
   --------------------------
        Adam  E.  Max


By:   /s/ MICHAEL R. GAULKE    Director                            June 28, 2000
   --------------------------
          Michael  R.  Gaulke


By:  /S/ EDWARD POST           Director                            June 28, 2000
   --------------------------
        Edward  Post


                                       54
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                Report of Ernst & Young LLP, Independent Auditors


We  have  audited  the consolidated financial statements of RockShox, Inc. as of
March  31,  2000 and for the year then ended, and have issued our report thereon
dated  April  24,  2000  (included elsewhere in this Form 10-K).  Our audit also
included  the  financial statement schedule listed in Item 14(a)(2) of this Form
10-K.  This  schedule  is  the  responsibility of the Company's management.  Our
responsibility  is  to  express an opinion based on our audit.  The consolidated
financial  statements and the financial statement schedule of RockShox, Inc. for
the  years  ended  March  31, 1999 and 1998 were audited by other auditors whose
report dated April 27, 1999 and April 24, 1998, expressed an unqualified opinion
on  those  statements  and  schedule.

In  our  opinion,  the 2000 financial statement schedule referred to above, when
considered  in relation to the basic 2000 financial statements taken as a whole,
presents  fairly  in  all  material  respects the information set forth therein.

                              /s/  Ernst  &  Young  LLP

San  Francisco,  California
April  24,  2000


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