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

                                   FORM 10-K/A

               | X | Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001

                                       OR

         | _ | Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                    for the transition period from ___ to ___

                          Commission file number 0-7642

                              MEGADATA CORPORATION
             (Exact name of Registrant as specified in its charter)

                NEW YORK                          11-2208938
 (State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)

                       47 ARCH STREET, GREENWICH, CT 06830
               (Address of principal executive office) (Zip Code)

                         Registrant's telephone number,
                       including area code: 203-629-8757

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

                        Securities registered pursuant to
                            Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE

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 Company
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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K     [X]

    The aggregate market value of the voting shares of the Registrant held by
               non-affiliates as of January 18, 2002 was $832,000

                  The number of common shares, $0.01 par value,
                outstanding as of January 18, 2002 was 3,473,115

<PAGE>







                                TABLE OF CONTENTS


                                    PART III

                                      PAGE

Item 10.  Directors and Executive Officers of Registrant......................3

Item 11.  Executive Compensation..............................................3

Item 12.  Security Ownership of Certain Beneficial Owners and Management......8

Signatures...................................................................10









<PAGE>





           Items 10, 11 and 12 to the Annual Report on Form 10-K of Megadata
Corporation (the "Company") for the fiscal year ended October 31, 2001, as filed
with the Securities and Exchange Commission on January 29, 2002, are hereby
amended as follows: (i) Item 10 is amended to included the information under the
heading "Section 16(a) Beneficial Ownership Reporting and Compliance" and (ii)
Items 11 and 12 are amended and restated in their entirety.


ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

           Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equities of the Company.
Officers, directors and greater than ten percent shareholders are required to
furnish the Company with copies of all Sections 16(a) forms they file.

           To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and representations that no other reports
were required during the fiscal year ended October 31, 2001, all Section 16(a)
reporting requirements applicable to its officers, directors and greater than
ten percent beneficial shareholders were complied with. All information required
to be disclosed on such Form 3's or Form 4's has been disclosed on Form 5's that
were timely filed by such individuals.

ITEM 11. EXECUTIVE COMPENSATION.


SUMMARY COMPENSATION TABLE

           The following table sets forth information with respect to the
following named executive officers: the person who served as Chief Executive
Officer ("CEO") during 2001, and the three executive officers other than the CEO
serving at October 31, 2001 whose total salary exceeded $100,000. The Company
did not award or pay out any long-term compensation during the 1999, 2000, or
2001 fiscal years.



                                      -3-
<PAGE>
<TABLE>
<CAPTION>


                                                                     ANNUAL COMPENSATION

                                                                                               OTHER ANNUAL             ALL OTHER
NAME AND PRINCIPAL POSITION         YEAR(*)     SALARY        BONUS     COMPENSATION           COMPENSATION

G.S. Beckwith Gilbert -
<S>                                  <C>       <C>            <C>      <C>                   <C>
   Chairman and CEO                  2001      $ 139,720         -         -                      -
                                     2000      $ 140,000         -         -                 $ 35,538(1)
                                     1999      $ 140,476         -         -                         -
John R. Keller -
   Executive Vice Pres.              2001      $ 134,790         -         -                      -
                                     2000      $ 126,154         -         -                      -
                                     1999      $ 120,000         -         -                      -
Dr. James Cole -
   Sr. Vice Pres. - Research         2001      $ 169,720         -         -                      -
     and Development                 2000      $ 136,538         -         -                      -
                                     1999      $ 120,000         -         -                      -

James T. Barry -                     2001      $ 135,520         -         -                      -
   Chief Operating Officer and       2000      $ 128,645         -         -                      -
    Chief Financial Officer          1999      $  92,923         -         -                $ 20,133 (2)

<FN>


------------------------------------------------------------------------------------------------------------------------------------
(1)  Represents earned but unpaid salary through October 31, 1999 that was paid
     during 2000.

(2)  Represents an amount paid by the Company to Field Point Capital Management,
     a company 100% owned by the Company's Chairman, for services rendered by
     Mr. Barry to the Company prior to his employment with the Company.

(*)  Information is provided for the Company's fiscal year, which ends on
     October 31.

</FN>
</TABLE>



                                      -4-
<PAGE>


                               STOCK OPTION GRANTS

           The following table shows, as to the named executive officers of the
Company, information about option grants in fiscal year 2001. The Company, in
fiscal year 2001, did not grant any Stock Appreciation Rights to officers.
<TABLE>
<CAPTION>

                                                                                                      POTENTIAL REALIZABLE
                                                                                                        VALUE AT ASSUMED
                                                                                                     ANNUAL RATES OF STOCK
                                                                                                       PRICE APPRECIATION
                                     INDIVIDUAL GRANTS                                                  FOR OPTION TERM
---------------------------- ----------------------------------- -------------- ----------------- --------------------------

                                 NUMBER OF        % OF TOTAL
                                SECURITIES        OPTION/SARS
                                UNDERLYING        GRANTED TO      EXERCISE OR
                               OPTIONS/SARS      EMPLOYEES IN     BASE PRICE       EXPIRATION
NAME                            GRANTED (#)       FISCAL YEAR       ($/SH)            DATE           5% ($)        10% ($)
----                            -----------       -----------       ------            ----           ------        -------
<S>                                 <C>              <C>            <C>             <C>             <C>         <C>
James T. Barry                      30,000           14.29 %        $ .781          1-11-11         $14,700     $  37,200
Louis J. Petrucelly                 45,000           21.43 %       $  .45           4-16-11         $12,600     $  32,400


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





 AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

           The following table shows the aggregate option exercises in the last
fiscal year and fiscal year-end option values for the named executive officers.

<TABLE>
<CAPTION>

                                                                 NUMBER OF SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                                                                 UNEXERCISED OPTIONS AT FY - END   IN-THE-MONEY OPTIONS AT FY -END
                                                                             2001 (#)                          2001 (2)
 ---------------------------- ---------------------------------- --------------------------------- ---------------------------------

                                                VALUE REALIZED
                                                 (MARKET PRICE
                              SHARES ACQUIRED     AT EXERCISE
                              ON EXERCISE (#)    LESS EXERCISE
 NAME                               (1)           PRICE) ($)      EXERCISABLE     UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE

<S>                              <C>           <C>             <C>                  <C>             <C>              <C>
 James T. Barry                       -                -               50,833        131,667         $   3,250       $   6,500
 John R. Keller                       -                -               34,167         28,333         $     625       $   1,250
 Dr. James A. Cole                    -                -               35,000         30,000         $     750       $   1,500
 Herbert E. Shaver                    -                -               15,000         30,000         $     750       $   1,500
 Louis J. Petrucelly                  -                -                --            45,000               --        $     --
 ---------------------------- ----------------- ---------------- --------------- ----------------- --------------- -----------------

<FN>

------------------------------------------------------------------------------------------------------------------------------------
(1)        There were no option exercises during fiscal year 2001.
(2)        Based on Fiscal year end price of $0.34375 / share

</FN>
</TABLE>


COMPENSATION COMMITTEE REPORT

           The Compensation Committee of the Board of Directors of Megadata
Corporation (the "Committee") sets forth its report on executive compensation
below. The Committee report documents the components of the Company's executive
compensation programs and describes the basis on which fiscal 2001 compensation
determinations were made by the Committee with respect to the executive officers
of the Company, including the executive officers that are named in the
compensation tables above.

COMPENSATION PROGRAM COMPONENTS

           The Committee is responsible for setting and monitoring the
effectiveness of the compensation provided to the Company's executive officers.
In its decision-making, the Committee is guided by a compensation philosophy
designed to reward employees for the achievement of business goals and the
maximization of shareholder returns. Specific levels of pay and incentive
opportunity are determined by the competitive market for executive talent, and,
where appropriate, the need to invest in the future growth of the business. The
compensation program, which provides incentives for executive officers to
achieve the short-term and long-term goals of the Company, comprises two
components: base salary and stock option awards.

           BASE SALARY - Base pay levels are largely determined through
comparisons with companies of similar size. Actual salaries are based on
individual performance contributions within a tiered salary range for each
position that is established through job evaluation and competitive comparisons.

           STOCK OPTION PROGRAM - The Committee strongly believes that by
providing executives an opportunity to own shares of the Company's stock, the
best interests of shareholders and executives will be closely aligned.
Therefore, all executives are eligible to receive stock options from time to
time, giving them the right to purchase shares of Common Stock of the Company at
a specific price in the future. The number of stock options granted to any one
executive officer is determined at the discretion of the Committee based on the
accomplishments of such executives, their length of service with the Company,
the number of prior awards received by such officer, the relative value as well
as the exercise price of such awards, and competitive practices.

DISCUSSION OF 2001 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

           The Committee meets with the CEO to evaluate his performance. For
fiscal 2001, Mr. Gilbert's incentive compensation was based on the Committee's
evaluation regarding his overall performance based on both quantitative and
qualitative objectives, as set by the Board at the start of the fiscal year.
Although many of the objectives were achieved, no incentive compensation was
awarded Mr. Gilbert in fiscal 2001 because the Company did not earn a profit.


           The Compensation Committee of the Board of Directors has provided
this report:

                         Respectfully submitted,

                         Paul L. Graziani, Compensation Committee Chair
                         Richard R. Schilling, Compensation Committee Member
                         Bruce N. Whitman, Compensation Committee Member



                                      -5-
<PAGE>




COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           The members of the Compensation Committee are not officers or
employees of the Company and receive no compensation other than in their
capacity as Directors. They have no other relationship with the Company other
than as directors and shareholders.

EMPLOYMENT AND SEVERANCE AGREEMENTS

           All of the officers of the Company are employed on an at-will basis.

PERFORMANCE GRAPH

           The following graph compares the Company's cumulative total
stockholder return for the five year period ended October 31, 2001, with the
cumulative total return on the NASDAQ index and a peer group index for the same
period. The returns are indexed to a value of an investment of $100 at October
31, 1996 in each of the categories and assumes that all dividends were
reinvested. There can be no assurance that the Company's future stock
performance will correlate with past stock performances.






                                 [Graph Omitted)




Cumulative Total Return Of Megadata Corporation, Nasdaq Market Index And Peer
Group (presented on a quarterly basis)

           DATE             MEGADATA            NASDAQ            PEER GROUP
         10/31/96            100.00             100.00              100.00
         01/31/97             58.33             105.69              115.25
         04/30/97             75.00             103.21              110.30
         07/31/97             41.67             130.48              138.40
         10/31/97             66.67             130.46              137.33
         01/31/98             50.00             132.57              148.49
         04/30/98             83.33             152.96              132.60
         07/31/98             83.33             153.28              102.71
         10/31/98             50.00             145.02              109.39
         01/31/99             45.83             205.19               89.00
         04/30/99             20.83             208.17               85.58
         07/31/99             20.83             216.00               82.14
         10/31/99             33.33             242.85               63.95
         01/31/00            250.00             322.58               58.12
         04/30/00            183.33             316.06               71.44
         07/31/00            108.33             308.39               72.18
         10/31/00            104.17             275.86               88.10
         01/31/01             83.33             226.99               85.26
         04/30/01             56.00             173.25               96.04
         07/31/01             53.33             165.95              103.99
         10/31/01             46.67             138.37              122.12

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



                                      -6-
<PAGE>



           The peer group of Megadata Corporation consists of the following
corporations: Griffin Corporation (GFF), Lockheed Martin Corporation (LMT), and
Northrop Grumman Corporation (NOC). Peer group companies were selected without
respect to size when compared to the Company (they are all significantly larger
than the Company), because the peer group company's product lines include
products or services that are similar to the products or services offered by the
Company.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


           The following table sets forth the number of the shares of the
Company's common stock, $0.01 par value, beneficially owned by all of the
directors and executive officers of the Company and by the directors and
officers of the Company as a group as of February 25, 2002. Unless otherwise
indicated below, each person indicated in the table has sole voting and
investment power with respect to all shares included therein.

                                                AMOUNT AND NATURE OF  PERCENT OF
  NAME OF BENEFICIAL OWNER                      BENEFICIAL OWNERSHIP   CLASS (1)
  ------------------------                      --------------------   ---------

 G.S. Beckwith Gilbert                             1,812,515 (2)         52.19
 Yitzhak N. Bachana                                   20,000 (3)          0.57
 John R. Keller                                      142,834 (4)          4.06
 Richard R. Schilling, Jr.                            13,000 (5)          0.37
 James A. Cole                                        64,400 (6)          1.83
 Bruce N. Whitman                                    148,000 (7)          4.25
 Paul L. Graziani                                     17,000 (8)          0.49
 James T. Barry                                       95,001 (9)          2.66
 Louis J. Petrucelly                                  15,000 (10)         0.43
 Herbert E. Shaver                                    30,000 (11)         0.86

 Officers and Directors as a Group (10 persons)    2,357,750             62.97
 ---------------------------------------------- -------------------- -----------



                                      -7-
<PAGE>


(1)  For the purposes of this table, "percent of class" held by each person has
     been calculated based on a total class equal to the sum of (i) 3,473,115
     shares of common stock issued and outstanding on February 25, 2002 plus
     (ii) for such person the number of shares of common stock subject to stock
     options or warrants presently exercisable, or exercisable within 60 days
     after February 25, 2002, held by that person.

(2)  Mr. Gilbert has shared voting and investment power with respect to 70,000
     shares included in the table above.

(3)  Mr. Bachana is President, Chairman of the Board, and majority shareholder
     of Data Probe, Inc., which owns 329,400 common shares of the Company, which
     are excluded from the foregoing table. Includes 10,000 options that are
     exercisable out of an aggregate 15,000 granted Mr. Bachana, the balance of
     which are not immediately exercisable. See "Security Ownership of Certain
     Beneficial Owners" for more detailed information about Data Probe Inc.'s
     security ownership.

(4)  Includes 45,834 options that are exercisable out of an aggregate 70,000
     granted Mr. Keller, the balance of which are not immediately exercisable.

(5)  Includes 10,000 options that are exercisable out of an aggregate 15,000
     granted Mr. Schilling, the balance of which are not immediately
     exercisable.

(6)  Includes 45,000 options that are exercisable out of an aggregate 70,000
     granted Dr. Cole, the balance of which are not immediately exercisable.

(7)  Includes 10,000 options that are exercisable out of an aggregate 15,000
     granted Mr. Whitman, the balance of which are not immediately exercisable.

(8)  Includes 10,000 options that are exercisable out of an aggregate 15,000
     granted Mr. Graziani, the balance of which are not immediately exercisable.

(9)  Includes 95,001 options that are exercisable out of an aggregate 182,500
     granted Mr. Barry, the balance of which are not immediately exercisable.

(10) Includes 15,000 options that are exercisable out of an aggregate 45,000
     granted Mr. Petrucelly, the balance of which are not immediately
     exercisable.

(11) Includes 30,000 options that are exercisable out of an aggregate 45,000
     granted Mr. Shaver, the balance of which are not immediately exercisable.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

           The following table sets forth information with respect to the only
persons who, to the best knowledge of the Company as derived from such person's
filings with the Securities and Exchange Commission, beneficially owned more
than 5% of the common stock of the Company as of February 20, 2002. Unless
otherwise indicated below, each person included in the table has sole voting and
investment power with respect to all shares included therein.

                 NAME AND ADDRESS          AMOUNT AND NATURE       PERCENT OF
TITLE OF CLASS   OF BENEFICIAL OWNER          OF OWNERSHIP          CLASS (1)
---------------- ------------------------- ------------------ ------------------

Common           G.S. Beckwith Gilbert      1,812,515 (2)            52.19
Stock            47 Arch Street
                 Greenwich, CT 06830

Common           Data Probe, Inc.             329,400 (3)             9.48
Stock            49 East 21 Street
                 New York, NY 10010
---------------- ------------------------- ------------------ ------------------

(1)  For the purposes of this table, "Percent of Class" held by each person has
     been calculated based on a total class equal to the sum of (i) 3,473,115
     shares of common stock issued and outstanding on February 25, 2002 plus
     (ii) for such person the number of shares of common stock subject to stock
     options or warrants presently exercisable, or exercisable within 60 days
     after February 25, 2002, held by that person.

(2)  Mr. Gilbert has shared voting and investment power with respect to 70,000
     shares included in the table above.

(3)  Yitzhak N. Bachana, a Director of the Company, owns 57.22% of the
     outstanding shares of Data Probe, Inc. and by virtue thereof may be deemed
     to be the beneficial owner of more than 5% of the Company's outstanding
     shares. This amount does not include 10,000 shares personally held by Mr.
     Bachana, or 10,000 stock options that are exercisable out of an aggregate
     15,000 stock options granted to Mr. Bachana.


                                      -8-
<PAGE>




                                   SIGNATURES


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


MEGADATA CORPORATION

DATED:  FEBRUARY 28, 2002.           By: /s/ G. S. Beckwith Gilbert
                                         ---------------------------
                                         G. S. Beckwith Gilbert, Chairman
                                            and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:


DATED:  FEBRUARY 28, 2002.             /s/ G. S. Beckwith Gilbert
                                       --------------------------
                                           G. S. Beckwith Gilbert, Chairman
                                              and Chief Executive Officer


DATED:  FEBRUARY 28, 2002.             /s/ James T. Barry
                                       ------------------
                                           James T. Barry
                                           Chief Operating Officer,
                                           Chief Financial Officer,
                                           Executive Vice President,
                                           Secretary and Director


DATED:  FEBRUARY 28, 2002.             /s/ Louis J. Petrucelly
                                       -----------------------
                                           Louis J. Petrucelly
                                           Chief Accounting Officer, Controller,
                                           Treasurer and Assistant Secretary


DATED:  FEBRUARY 28, 2002.             /s/ John R. Keller
                                       ------------------
                                           John R. Keller,
                                              Executive Vice President and
                                              Director

                                      -9-
<PAGE>



                             SIGNATURES (CONTINUED)



DATED:  FEBRUARY 28, 2002.             /s/ Yitzhak N. Bachana
                                       ----------------------
                                           Yitzhak N. Bachana, Director


DATED:  FEBRUARY 28, 2002.             /s/ Bruce A. Whitman
                                       ---------------------
                                           Bruce A. Whitman, Director


DATED:  FEBRUARY 28, 2002.             /s/ Paul L. Graziani
                                       -------------------------
                                           Paul L. Graziani, Director



DATED:  FEBRUARY 28, 2002.             /s/ Richard R. Schilling, Jr.
                                       -----------------------------
                                           Richard R. Schilling, Jr., Director




                                      -10-
<PAGE>