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

                                   FORM 10-K/A
                                (Amendment No. 1)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002


                                       OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                        Commission file number 000-26401

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

                              GLOBESPANVIRATA, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                   75-2658218
       (State or other jurisdiction of                      (IRS Employer
       incorporation or organization)                  Identification Number)

   100 Schulz Drive, Red Bank, New Jersey                       07701
  (Address of principal executive offices)                   (Zip Code)


                                 (732) 345-7500
              (Registrant's telephone number, including area code)
           Securities registered pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value
                             ----------------------

     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.  [X] Yes  No

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

     The aggregate market value of voting stock held by non-affiliates of the
registrant as of February 24, 2003 (based on the closing price for the common
stock on the Nasdaq National Market on such date) was approximately
$533,377,000. As of February 24, 2003, 129,989,144 shares of common stock were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.


<PAGE>


EXPLANATORY NOTE:

Set forth in this Form 10-K/A are amendments relating to Items 10, 11, 12 and 13
of Part II of the Annual Report of GlobespanVirata, Inc. on Form 10-K for the
fiscal year ended December 31, 2002 (filed with the SEC on March 10, 2003).
These items were not included in the original report because it was anticipated
that the information would be provided in GlobespanVirata's Proxy Statement to
Stockholders to be filed within 120 days of the end of the registrant's 2002
fiscal year. In connection with these amendments, the registrant is also
amending the Exhibit Index to Item 15(a)(3) to include the certifications
required by 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   (a)  Identification of Directors.

   Set forth below is information regarding the current directors of the
Company:

Name                         Age Position
Armando Geday(1)............ 41  President, Chief Executive Officer and Director
Gary Bloom(1)(3)(4)......... 42  Director
James Coulter............... 43  Director
Dipanjan Deb(1)(3)(4)....... 33  Director
Hermann Hauser(2)........... 54  Director
John Marren(1)(2)(3)........ 40  Director
Giuseppe Zocco(2)(4)........ 37  Director
-----------------------

(1)      Member of Executive Committee
(2)      Member of Audit Committee
(3)      Member of Compensation Committee
(4)      Member of Nominating and Governance Committee

     Armando Geday has served as the Company's President and Chief Executive
Officer and as a director since April 1997. From June 1986 to March 1997, Mr.
Geday was Vice President and General Manager of the Multimedia Communications
Division of Rockwell Semiconductor Systems, a developer and manufacturer of
semiconductor systems. Mr. Geday received a B.S. in Electrical Engineering from
the Florida Institute of Technology.

     Gary Bloom has served as a member of the Company's Board of Directors since
the closing of the Company's merger with Virata in December 2001. Mr. Bloom has
been the Chief Executive Officer, President and a Director of Veritas Software
Corporation since November 2000. Mr. Bloom has also served as Chairman of the
Board of Veritas Software since January 2002. Mr. Bloom previously served as
Executive Vice President of Oracle Corporation and was employed by Oracle from
September 1986 to November 2000. Mr. Bloom received a B.S. in Computer Science
from California Polytechnic State University at San Luis Obispo.

     James Coulter has served as a member of the Company's Board of Directors
since May 1998. Mr. Coulter has served as a managing partner of Texas Pacific
Group, an investment firm, since 1992. Mr. Coulter currently serves as a
director of MEMC Electronic Materials, Inc. and several privately held
companies. Mr. Coulter received a B.A. in Business from Dartmouth College and an
M.B.A. from the Stanford Graduate School of Business.

                                       2
<PAGE>

     Dipanjan Deb has served as a member of the Company's Board of Directors
since March 1999. Mr. Deb has been a partner of Francisco Partners, an
investment firm, since August 1999. From November 1998 until August 1999, Mr.
Deb was employed by Texas Pacific Group, an investment firm, where he was
responsible for technology-related investments. From August 1991 to June 1994,
Mr. Deb was employed at Robertson Stephens, an investment bank. Mr. Deb rejoined
Robertson Stephens in June 1996 and served as their Director of Semiconductor
Banking until October 1998. Mr. Deb received a B.S. in Electrical Engineering
from the University of California at Berkeley and an M.B.A. from the Stanford
Graduate School of Business.

     Dr. Hermann Hauser has served as a member of the Company's Board of
Directors since the closing of the Company's merger with Virata Corporation in
December 2001. Dr. Hauser was a director of Virata and served as its Chairman
from March 1993 to December 2001. Dr. Hauser's principal occupation is Director
of Amadeus Capital Partners Ltd., a venture capital fund management company, a
position he has held since December 1997. Dr. Hauser has also been involved with
more than 20 other high technology companies, including Acorn Computer Group
plc, EO Ltd., Harlequin, IXI Ltd., Vocalis, Electronic Share Information,
Advanced Displays Limited and SynGenix. Dr. Hauser holds a Ph.D. in Physics from
Cambridge University.

     John Marren has served as a member of the Company's Board of Directors
since June 2000. Since April 2000, Mr. Marren has served as a partner of Texas
Pacific Group, an investment firm. From 1996 until 2000, Mr. Marren served as a
managing director and the co-head of Technology Investment Banking for Morgan
Stanley Dean Witter. From 1992 until 1996, Mr. Marren was a managing director
and semiconductor research analyst for Alex, Brown & Sons. Mr. Marren currently
serves as Chairman of the Board for MEMC Electronic Materials, Inc. and as a
director of ON Semiconductor Corporation and several privately held companies.
Mr. Marren received a B.S. in Electrical Engineering from the University of
California at Santa Barbara.

     Giuseppe Zocco has served as a member of the Company's Board of Directors
since the closing of the Company's merger with Virata in December 2001. Mr.
Zocco is a General Partner of Index Ventures, a private venture capital firm
based in Geneva, Switzerland, which he joined in 1996. Mr. Zocco currently
serves as a director of several privately held companies. Mr. Zocco holds an
M.B.A. from Stanford Business School, a B.A. in Finance from Bocconi University
in Milan, and an I.E.P. from the London Business School.

   (b)     Identification of Executive Officers.

   Set forth below is information regarding the current executive officers of
the Company who are not also directors:


                              Age                           Position
                    Name     ------  -------------------------------------------
Nicholas Aretakis...........   40    Vice President - Worldwide Sales
Vivek Bansal ...............   34    Vice President - Corporate Marketing
Robert McMullan.............   47    Chief Financial Officer and Vice President
C. Michael Powell...........   51    Chief Operating Officer and Vice President

     Nicholas Aretakis has served as the Company's Vice President, Worldwide
Sales since January 2003. Mr. Aretakis previously served as the Company's Vice
President - Office of the President (Sales and Marketing) from December 2001 to
January 2003 and the Company's Vice President, Worldwide Sales from May 1998 to
December 2001. From July 1994 to April 1998, Mr. Aretakis served as Vice
President of Marketing and Sales at ESS Technology, Inc., a developer of audio,
digital video and modem/fax communication semiconductors and software products
for the personal computing industry. Mr. Aretakis received a B.A. in Mathematics
from Hobart College and a B.S. in Electrical Engineering from Columbia
University.

                                       3
<PAGE>


     Vivek Bansal has served as the Company's Vice President - Corporate
Marketing since January 2002. Mr. Bansal previously served as the Company's
Executive Vice President from January 2000 to January 2002. From March 1996 to
December 1999, Mr. Bansal served as President and CEO of Ficon Technology, Inc.,
a developer of IP and ATM-based software solutions for the broadband access
market. Prior to joining Ficon, Mr. Bansal was with NEC USA, where he
contributed to the development of access switches and systems. Mr. Bansal
received a B.S. in Computer Science from M.S. University, India and an M.S.
degree in Computer Science from Kansas State University.

     Robert McMullan has served as the Company's Chief Financial Officer and
Vice President since July 1998. Mr. McMullan also served as the Company's
Secretary from February 1999 to February 2000. From November 1990 to March 1998,
Mr. McMullan was employed by The BISYS Group, Inc., an outsourcer to the
financial services industry, where he served as Executive Vice President and
Chief Financial Officer. Mr. McMullan received a B.A. in Business Administration
from St. Michael's College.

     Charles Michael Powell has served as the Company's Chief Operating Officer
and Vice President since April 2001. From July 1999 to October 2000, Mr. Powell
served as Vice President, Network Processor Group of Vitesse Semiconductor. From
September 1998 to July 1999, Mr. Powell served as Chief Operating Officer of
XaQti, a communications integrated circuit company that designed and built
network processors. Prior to joining XaQti, Mr. Powell served as President and
CEO of Catalyst Semiconductor, a developer of programmable integrated circuit
products. Mr. Powell received B.S. and M.S. degrees in Physics from Georgia
Institute of Technology and M.S.E.E. and M.B.A. degrees from Stanford
University.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act requires the Company's
directors and officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership of, and
transactions in, the Company's securities with the Securities and Exchange
Commission. Such directors, officers and 10% stockholders are also required to
furnish the Company with copies of all Section 16(a) forms they file.

     Based solely on a review of the copies of such forms received by it, and on
written representations from certain reporting persons, the Company believes
that its directors, officers and 10% stockholders timely filed all forms
required to be filed under Section 16(a) during the year ended December 31,
2002.

                                       4
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth compensation information for the years ended
December 31, 2002, 2001, and 2000 paid by the Company for services by (i) the
Company's Chief Executive Officer, (ii) four additional executive officers whose
total salary and bonus for the year ended December 31, 2002 exceeded $100,000,
and (iii) two individuals who were executive officers of the Company during
2002, but were not executive officers at December 31, 2002, collectively, the
individuals referred to in (i), (ii) and (iii) above are referred to below as
the named executive officers:

                           Summary Compensation Table


                                                      Long-term
                                                     Compensation
                                                      ---------
                                 Annual Compensation  Securities
Name and Principal               -------------------  Underlying     All Other
    Position              Year    Salary     Bonus    Options(#) Compensation(a)
-------------------       ----    -------   -------  ----------  --------------
Armando Geday............ 2002   $350,000  $280,000   2,500,000       $30,523
President and Chief       2001    235,000   550,000   1,000,033           381
Executive Officer         2000    235,000   550,000     250,000           573

Nicholas Aretakis........ 2002    220,000   120,000           0         8,470
Vice President -          2001    160,000   275,000     500,000         4,994
 Worldwide Sales          2000    160,000   275,000     120,000         5,448

Vivek Bansal (b)......... 2002    220,000   180,000     200,000         8,590
Vice President- Sales     2001    147,692   275,000     500,000         6,558
and Marketing             2000    113,077   150,000           0         4,667



Robert McMullan.......... 2002    220,000   120,000           0         8,711
Chief Financial Officer   2001    160,000   275,000     500,000         7,261
and Vice President        2000    160,000   275,000      90,000         7,133


C. Michael Powell(c)..... 2002    220,865   180,000     200,000         1,089
Chief Operating           2001    117,775   180,000     450,000           150
Officer

Charles Cotton (d)....... 2002    293,390   182,000     150,000    169,191(e)
Former Executive
Chairman

Andrew Vought (f)........ 2002    114,230    60,000           0    133,709(g)
Former Vice President-
Office of the President
(Finance, Legal,
Operations and IT)
---------------------


(a)  The amounts shown, unless otherwise noted, reflect Company contributions
     under the Company's 401(k) plan and imputed income on life insurance
     premiums. For 2002, the amount shown for Mr. Geday also includes
     retroactive pay of $2,213 and payments totaling $27,953 for personal
     transportation expenses. For 2002, the amounts shown for Messrs. Aretakis,
     Bansal, McMullan and Powell also include retroactive pay of $1,153, $1,153,
     $1,153 and $865, respectively. In accordance with SEC regulations, the
     Company has not included perquisites received by a named executive officer
     in a particular year to the extent such perquisites constitute less than
     (i) $50,000 or (ii) 10% of the named executive officer's annual salary and
     bonus in that year.
(b)  Mr. Bansal's employment with the Company commenced in January 2000. He
     assumed an  expanded  role with the  Company  during  2002 and the Board of
     Directors  formally  recognized  him as an  executive  officer in the first
     quarter of 2003.
(c)  Mr. Powell's  employment with the Company commenced in April 2001.
     He assumed an expanded  role with the Company  during 2002 and the Board of
     Directors formally recognized him as an executive officer in the


                                       5
<PAGE>

     first quarter of 2003.
(d)  Mr. Cotton's employment with the Company commenced upon the closing of the
     Company's merger with Virata Corporation in December 2001. Mr. Cotton's
     employment with the Company terminated on December 20, 2002. All cash
     compensation paid to Mr. Cotton during 2002 that was paid in pounds
     sterling has been converted into U.S. dollars based on an annual average
     basis. The annual average exchange rates in U.S. dollars per pound sterling
     as certified for customs purposes by the Federal Reserve Bank of New York
     for the year ended December 31, 2002 was $1.50.
(e)  Represents (i) an accrued pension contribution paid by the Company for the
     benefit of Mr. Cotton under the Company's pension arrangement in the amount
     of $11,691 and (ii) additional payments in the aggregate amount of $157,500
     made to Mr. Cotton under the terms of his compromise agreement entered into
     in connection with the termination of his employment.
(f)  Mr. Vought's employment with the Company commenced upon the closing of the
     Company's merger with Virata Corporation in December 2001. Mr. Vought's
     employment with the Company terminated on June 30, 2002.
(g)  Represents (i) contributions paid by the Company under the Company's 401(k)
     plan in the amount of $1,058 and (ii) severance payments to Mr. Vought in
     connection with the termination of his employment totaling $132,651.

                        Option Grants in Last Fiscal Year

     The following table sets forth each grant of stock options during the year
ended December 31, 2002 to each of the named executive officers. No stock
appreciation rights were granted to these individuals during such year.

<TABLE>

                                   Individual Grants               Potential Realizable Value
                   -----------------------------------------------   at Assumed Annual Rates
                     Number of   % of Total                        of Stock Price Appreciation
                    Securities    Options                               for Option Term(d)
                    Underlying   Granted to                          -----------------------
                      Options   Employees in   Exercise  Expiration
      Name          Granted(a)    2002(b)      Price(c)     Date         5%          10%
------------------  ----------- -------------  -------- ----------   ----------  -----------

<S>                  <C>            <C>          <C>       <C>       <C>         <C>
Armando Geday......  2,500,000      26.0%        $3.31     7/21/12   $5,204,103  $13,188,219

Vivek Bansal.......    200,000       2.1%        $3.31     7/21/12     $416,328   $1,055,058

C. Michael Powell..    200,000       2.1%        $3.31     7/21/12     $416,328   $1,055,058

Charles Cotton.....    150,000       1.6%        $4.70    12/20/05     $443,371   $1,123,588
</TABLE>
-------------------
(a)  Each of the options granted to Messrs. Geday, Bansal and Powell listed in
     the table is immediately exercisable. The Company may repurchase the shares
     purchasable upon exercise of the options at the original exercise price
     paid per share if the optionee ceases service before vesting in such
     shares. The repurchase right lapses for the option shares, and each officer
     vests as to 25% of the option shares, upon completion of 12 months of
     service from the date of grant; and each officer vests as to 6.25% of the
     option shares upon the completion of every three-month period of service
     over the next three years thereafter. Each of the options has a ten-year
     term, but the term may end earlier if the optionee ceases service with the
     Company. Messrs. Aretakis, McMullan and Vought did not receive any option
     grants during 2002.
(b)  Based on a total of 9,620,331 options to purchase common stock granted to
     the Company's employees under all of the Company's stock option plans
     during 2002.
(c)  The exercise price was equal to the fair market value of the Company's
     common stock as valued by the Board of Directors on the date of grant.
     Options may also be exercised, to the extent permissible under applicable
     law and Company policy, through a cashless exercise procedure involving a
     same-day sale of the purchased shares.
(d)  The potential realizable value is calculated based on the ten-year term of
     the option at the time of grant. Stock price appreciation of 5% and 10% is
     assumed pursuant to rules promulgated by the Securities and Exchange
     Commission and does not represent the Company's prediction of its stock
     price performance. The potential realizable value at 5% and 10%
     appreciation is calculated by assuming that the exercise price on the date
     of grant appreciates at the indicated rate for the entire term of the
     option and that the option is exercised at the exercise price

                                       6
<PAGE>

     and sold on the last day of its term at the appreciated price.

                         Aggregated Option Exercises in
               Last Fiscal Year and Fiscal Year-end Option Values

     The following table sets forth information concerning the number of shares
acquired and the value realized upon the exercise of stock options during the
year ended December 31, 2002 and the number and value of unexercised options for
each of the named executive officers.

<TABLE>
                                            Number of Securities       Value of
                                                Underlying          Unexercised In-
                      Number of             Unexercised Option     The-Money Options
                       Shares               Held at December 31,        Held at
                      Acquired     Value          2002            December 31, 2002
     Name           on Exercise  Realized   Vested/Unvested(a)    Vested/Unvested(b)
     ----           -----------  --------   ------------------    ------------------


<S>                   <C>        <C>         <C>                 <C>
Armando Geday.......      -          -       795,651/3,363,150   $ 93,163/$2,774,306

Nicholas Aretakis...      -          -        361,250/417,500         $0/$9,450

Vivek Bansal........      -          -        181,250/518,750        $0/$220,000

Robert McMullan.....      -          -        344,375/406,875        $0/$12,150

C. Michael Powell...      -          -        143,750/506,250        $0/$220,000

Charles Cotton......   126,457    $477,146      1,531,329/0         $1,123,891/$0

Andrew Vought.......      -          -        375,900/249,376      $346,139/$2,131

</TABLE>
-----------------
(a)  The options for Messrs. Geday, Aretakis, Bansal, McMullan and Powell are
     immediately exercisable for all of the option shares, but any shares
     purchased under those options may be repurchased by the Company at the
     original exercise price paid per share, if the optionee ceases service with
     the Company before vesting in such shares. The heading "Vested" refers to
     option shares that are no longer subject to repurchase; the heading
     "Unvested" refers to option shares (including shares that were previously
     issued upon the early exercise of options) subject to repurchase as of
     December 31, 2002.
(b)  Based on the closing price of the Company's common stock on the Nasdaq
     National Market on December 31, 2002 of $4.41 per share.

Change of Control Arrangements and Employment Agreements

     The Company entered into an employment agreement with Mr. Geday, dated
October 1, 2001, which took effect upon the closing of the Company's merger with
Virata on December 14, 2001. The employment agreement with Mr. Geday provides
for an initial two-year term; provided that beginning on the effective date and
on each day thereafter, the employment period shall automatically be extended
for one additional day, unless either party notifies the other that it no longer
wishes such automatic extensions to continue. The agreement provides for an
annual base salary to be no less favorable to Mr. Geday than his 2001 base
salary of $235,000 and which shall be reviewed by the Board of Directors no less
frequently than annually, at which time Mr. Geday's salary may be increased (but
not decreased) at the discretion of the Board of Directors. In 2002, Mr. Geday
was paid a base salary of $350,000. Mr. Geday is eligible to earn an annual
performance bonus in an amount determined at the discretion of the Board of
Directors for each year; provided that Mr. Geday's total cash compensation in
any calendar year shall be no less than $500,000. If the Company terminates Mr.
Geday's employment without cause or he resigns for good reason, then he will be
promptly paid as severance a lump sum equal to (a) any accrued but unpaid base
salary to the date of termination and all other accrued but unpaid amounts as of
the date of termination, (b) the product of (i) 100% of Mr. Geday's target bonus
for the calendar year in which the termination occurs times (ii) a fraction, the
numerator of which is the number of days of the then current calendar year that
have elapsed prior to the date

                                       7
<PAGE>

of termination and the denominator of which is 365, (c) an amount equal to the
product of Mr. Geday's annual base salary times two, (d) an amount equal to Mr.
Geday's target bonus for the calendar year in which the termination occurs and
(e) an additional payment of $500,000. In addition, if the Company terminates
Mr. Geday without cause or he resigns for good reason, all options and shares of
restricted stock granted to Mr. Geday will become fully vested and he shall be
entitled to exercise all such options for three years following the date of
termination. During the first two years following the effective date of the
agreement, Mr. Geday's employment may only be terminated by the Company upon the
affirmative vote, in writing, of directors constituting at least 75% of the then
current members of the Board of Directors, after a duly constituted meeting of
the Board of Directors held to consider such matter, with reasonable advance
notice to Mr. Geday that such Board of Directors meeting is to occur, and with
an opportunity to be represented at such meeting by counsel.

     The Company has entered into employment agreements with each of Messrs.
Aretakis, Bansal, Powell and McMullan. The employment agreements had an initial
term from January 17, 2002 through December 31, 2002, and provide for automatic
one-year extensions unless either party gives at least 60 days notice that it no
longer wishes such automatic extensions to continue. The agreements each provide
for an annual base salary of $220,000, to be reviewed by the Board of Directors
no less frequently than annually and may be increased at the discretion of the
Board. If the Company terminates the employment of Messrs. Aretakis, Bansal,
Powell or McMullan without cause, then the executive will be promptly paid as
severance a lump sum equal to his annual base salary. In addition, if the
Company terminates the executive without cause, all options and shares of
restricted stock shall continue to vest during the 12 month period commencing on
the date of termination and he shall be entitled to exercise all such options
during the 12 month period commencing on the date of termination and for an
additional 90 days thereafter.

     Mr. Vought terminated his employment on June 30, 2002. Under his severance
agreement, Mr. Vought is entitled to receive continuation of his base salary (at
an annual rate of $220,000) and with continuation coverage of medical benefits
and other ancillary benefits for a period of 18 months. His severance agreement
also provides that his outstanding options continue to vest for a period of 18
months from his termination date and that he shall be entitled to exercise all
such options during such 18 month period and for an additional 90 days
thereafter. Mr. Vought is also subject to non-solicitation of employees and
confidentiality provisions.

     Mr. Cotton terminated his employment on December 20, 2002. Under his
compromise agreement, the Company paid Mr. Cotton separation payments of
(pound)105,000 (including (pound)5,000 towards his legal fees), and also
provided him with continuation coverage of medical benefits and other ancillary
benefits for a period of 12 months. His compromise agreement also provides for
the accelerated vesting of his outstanding options, which will remain
exercisable until three years from his termination date. Mr. Cotton is also
subject to non-competition and non-solicitation provisions.

     Upon specified defined events causing a change in control of
GlobespanVirata, an option or other award under the Company's 1999 Equity
Incentive Plan will become fully exercisable and fully vested if the option or
award is not assumed by the surviving corporation or its parent or if the
surviving corporation or its parent does not substitute another award on
substantially the same terms. If an optionee or other participant under the 1999
Equity Incentive Plan is involuntarily terminated within 12 months after a
change in control in which the option or award was assumed or substituted, then
the option or award becomes fully exercisable and vested.

Director Compensation

     During 2002, directors of GlobespanVirata who were not employees received
$1,500 for participation in meetings of the Board of Directors. Non-employee
directors of GlobespanVirata who also served on either the Compensation or the
Audit Committees received $750 for participation in the committee meetings. The
Company also reimbursed the Company's directors for out-of-pocket expenses
incurred by them in their capacity as a director. Dr. Hauser and Messrs. Bloom,
Coulter, Deb, Marren and Zocco are non-employee directors.

     In addition, the 1999 Director Stock Plan grants to each non-employee
director an option to purchase 30,000 shares of common stock on the date on
which he or she is initially elected or appointed to the board; and another
option to purchase 15,000 shares of common stock at each of the first two annual
stockholders'

                                       8
<PAGE>

meetings in the calendar years following the year in which he or
she initially became a board member. However, a new director will not receive an
option to purchase 15,000 shares of common stock if he or she resigns at that
annual stockholders' meeting. At each annual stockholders' meeting following the
annual meeting during which each non-employee director received the second
option to purchase 15,000 shares of common stock, the 1999 Director Stock Plan
grants to each continuing director an option to purchase 7,500 shares of common
stock. Each initial option becomes exercisable and vested in 12 equal monthly
installments upon the director's completion of each month of Board service
measured from the first anniversary of the grant date, provided that he or she
attended at least 75% of the scheduled board meetings. Each subsequent option
will be fully vested at grant.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee of the Company's Board of Directors currently
consists of Messrs. Bloom, Deb and Marren. None of these individuals was an
officer or employee of the Company at any time during 2002 or at any other time.
No current executive officer of the Company has ever served as a member of the
board of directors or compensation committee of any other entity that has or has
had one or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.

                                       9
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

     The table below sets forth information regarding the beneficial ownership
of GlobespanVirata's common stock as of April 25, 2003, by (1) each person or
entity who is known by GlobespanVirata to own beneficially more than 5% of
GlobespanVirata's outstanding stock; (2) each executive officer of the Company
named in the Summary Compensation Table; and (3) all directors, nominees and
executive officers as a group.

     Applicable percentage ownership in the following table is based on
130,451,360 shares of common stock outstanding as of April 25, 2003. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities, subject to community property laws, where applicable.
Shares of the Company's common stock subject to options or conversion rights
that are presently exercisable or exercisable within 60 days of April 25, 2003
are deemed to be outstanding and beneficially owned by the person holding such
options or conversion rights for the purpose of computing the percentage of
ownership of such person but are not treated as outstanding for the purpose of
computing the percentage of any other person.

<TABLE>
Beneficial Owner                                     Number of Shares   Percent of Class
----------------                                     ----------------   ----------------
<S>                                                    <C>                  <C>
Entities Associated with Texas Pacific Group(1)....      15,086,216        11.5%
Forstmann-Leff Associates, LLC(2)..................       7,803,972         6.0
Armando Geday(3)...................................       4,830,804         3.6
Nicholas Aretakis(4)...............................       1,462,924         1.1
Vivek Bansal(5)....................................       2,031,168         1.5
Robert McMullan(6).................................       1,250,356         1.0
C. Michael Powell(7)...............................       1,050,000          *
Gary Bloom(8)......................................         119,098          *
James Coulter(9)...................................      15,086,216        11.5
Dipanjan Deb(10)...................................          82,500          *
Hermann Hauser(11).................................         567,072          *
John Marren........................................               0          *
Giuseppe Zocco(12).................................         249,745          *
All directors and executive officers as a group
(11 persons)(13) ..................................      26,729,883        19.1
-----------------
</TABLE>

* Indicates less than 1%.

(1)  Consists of 335,288 shares held by Communication GenPar, Inc., 13,399,197
     shares held by TPG Partners, L.P., 1,164,231 shares held by TPG Parallel I,
     L.P. and 187,500 shares subject to options held by TPG GenPar, LP which are
     exercisable within 60 days of April 25, 2003. TPG Partners, L.P. and TPG
     Parallel I, L.P., affiliates of Texas Pacific Group, are shareholders in
     Communication GenPar, Inc. James Coulter, one of the Company's directors,
     is the sole director and President of Communication GenPar, Inc. and is a
     managing partner of the general partner of the Texas Pacific Group
     entities. John Marren, one of the Company's directors, is a partner of the
     general partner of the Texas Pacific Group entities. The address of Texas
     Pacific Group is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(2)  Based on a Schedule 13G filed on February 13, 2003, Forstmann-Leff
     Associates, LLC ("FLA") beneficially holds 7,803,972 shares of common
     stock. The Schedule 13G indicates that FLA has sole

                                       10
<PAGE>

     voting power over 2,248,877 shares of common stock, shares voting power
     over 3,392,321 shares of common stock, sole dispositive power over
     3,335,064 shares of common stock and shared dispositive power over
     4,468,908 shares of common stock. The address of FLA is 590 Madison Avenue,
     New York, New York 10022.

(3)  Includes 4,158,801 shares subject to options that are exercisable (unvested
     amounts can be exercised pursuant to an early exercise agreement) within 60
     days of April 25, 2003.

(4)  Includes 1,170,000 shares subject to options that are exercisable (unvested
     amounts can be exercised pursuant to an early exercise agreement) within 60
     days of April 25, 2003.

(5)  Includes 1,100,000 shares subject to options that are exercisable (unvested
     amounts can be exercised pursuant to an early exercise agreement) within 60
     days of April 25, 2003.

(6)  Includes 1,090,000 shares subject to options that are exercisable (unvested
     amounts can be exercised pursuant to an early exercise agreement) within 60
     days of April 25, 2003.

(7)  Includes 1,050,000 shares subject to options that are exercisable (unvested
     amounts can be exercised pursuant to an early exercise agreement) within 60
     days of April 25, 2003.

(8)  Includes 119,098 shares subject to options that are exercisable within 60
     days of April 25, 2003.

(9)  Includes 14,898,716 shares and 187,500 shares subject to options that are
     exercisable within 60 days of April 25, 2003 held by entities associated
     with the Texas Pacific Group. Mr. Coulter is a managing partner of the
     general partner of the Texas Pacific Group entities, and, as such, may be
     deemed to have voting and dispositive power over the Texas Pacific Group
     shares. However, Mr. Coulter disclaims beneficial ownership of the Texas
     Pacific Group shares except to the extent of his pecuniary interest
     therein.

(10) Includes 52,500 shares subject to options that are exercisable within 60
     days of April 25, 2003.

(11) Includes 447,974 shares held by Providence Investment Company, Limited,
     that is wholly-owned by the Providence Trust, of which Dr. Hauser may be a
     beneficiary, and 119,098 shares subject to options which are exercisable
     within 60 days of April 25, 2003. Dr. Hauser disclaims beneficial ownership
     of the Providence Investment Company Limited shares. Dr. Hauser could
     potentially benefit in such shares only at the discretion of the trustee of
     the Providence Trust.

(12) Includes 119,098 shares subject to options that are exercisable within 60
     days of April 25, 2003.

(13) Includes 9,166,095 shares subject to options that are exercisable within 60
     days of April 25, 2003.

                                       11
<PAGE>

                      Equity Compensation Plan Information

     The following table provides information as of December 31, 2002, with
respect to the shares of the Company's common stock that may be issued under the
Company's existing equity compensation plans.

<TABLE>
                                                                                     Number of securities
                                                                                    remaining available for
                                         Number of securities   Weighted-average     future issuance under
                                           to be issued upon    exercise price of  equity compensation plans
                                              exercise of          outstanding       (excluding securities
                                          outstanding options        options        reflected in column (a))

             Plan category                        (a)                  (b)                    (c)

 <S>                                         <C>                     <C>                  <C>
 Equity compensation plans approved
 by stockholders (1)                         11,802,085(3)           $19.47               4,295,682(4)



 Equity compensation plans not
 approved by stockholders (2)                 31,306,158             $16.35                10,644,906





      Total (5)                               43,108,243             $17.20                14,940,588

</TABLE>

(1) Consists of the 1996 Equity Incentive Plan, 1999 Equity Incentive Plan, 1999
Director Stock Plan and the 1999 Employee Stock Purchase Plan.
(2) Consists of the 1999 Supplemental Stock Option Plan and the Amended and
Restated Virata Corporation 1999 Stock Incentive Plan.
(3) Excludes purchase rights accruing under the Company's Employee Stock
Purchase Plan. Under the Employee Stock Purchase Plan, each eligible employee
may purchase shares of the Company's common stock at six-month intervals at 85%
of the lower of the fair market value at the beginning and end of each interval.
The Purchase Plan permits eligible employees to purchase shares of the Company's
common stock through payroll deductions, provided that the aggregate amount of
each employee's payroll deductions does not exceed 15% of their cash
compensation. Purchases of common stock occur on January 31 and July 31 of each
year.
(4) Includes shares available for future issuance under the Employee Stock
Purchase Plan. As of December 31, 2002, 1,411,411 shares of common stock were
available for issuance under the Employee Stock Purchase Plan.
(5) The table does not include information for equity compensation plans assumed
by the Company in connection with acquisitions of the companies which originally
established those plans, with the exception of the Amended and Restated Virata
Corporation 1999 Stock Incentive Plan. As of December 31, 2002, a total of
1,032,661 shares of the Company's common stock were issuable upon exercise of
outstanding options under those assumed plans. The weighted average exercise
price of those options outstanding is $5.45 per share. With the exception of the
Amended and Restated Virata Corporation 1999 Stock Incentive Plan, no additional
options may be granted under the assumed plans.

Summary Description of Equity Compensation Plans Not Approved by Stockholders

1999 Supplemental Plan

         In December 1999, the Board of Directors approved the adoption of the
1999 Supplemental Stock Option Plan (the "Supplemental Plan"). To date, the
Company has reserved a total of 27,039,363 shares of its common stock for
issuance under the Supplemental Plan. The Supplemental Plan is a non-shareholder
approved plan under which options may be granted to employees and consultants of
the Company who are neither officers nor Board members at the time of grant. The
Supplemental Plan is administered by the Board of Directors or a committee
appointed by the Board of Directors. The option grants may have an exercise
price per share not lower than 75% of fair value at the date of grant.
The maximum term of the options granted under the Supplemental Plan is ten years
and each will terminate earlier within a specified period following the
optionee's cessation of service with the Company. Each granted option will

                                       12
<PAGE>

vest in one or more installments over the optionee's period of service with the
Company. Options generally vest as to 25% of the shares subject to option on the
first anniversary of the vesting commencement date and as to 6.25% quarterly
thereafter. However, the options will vest on an accelerated basis in the event
the Company is acquired and those options are not assumed, replaced or otherwise
continued in effect by the acquiring entity. All options granted under the
Supplemental Plan are non-statutory stock options under the Federal tax laws. As
of December 31, 2002, options covering 22,001,572 shares of common stock were
outstanding under the Supplemental Plan and 4,257,291 shares remained available
for future option grants.

Amended and Restated Virata Corporation 1999 Stock Incentive Plan

     Upon the acquisition of Virata Corporation, the Company assumed the Amended
and Restated Virata Corporation 1999 Stock Incentive Plan (the "Virata Plan")
pursuant to the terms of the merger agreement between the Company and Virata
Corporation and reserved a total of 15,641,854 shares of the Company's common
stock for issuance under the plan. The plan was previously approved by Virata
Corporation's shareholders. Options granted under the plan may be either
incentive stock options or nonqualified stock options. Incentive stock options
("ISO") may be granted only to Company employees (including officers and
directors who are also employees). Nonqualified stock options ("NSO") may be
granted to Company employees and consultants. The Virata Plan is administered by
the Board of Directors or a committee appointed by the Board of Directors. The
option grants may have an exercise price per share not lower than 85% of fair
value at the date of grant. The maximum term of the options granted under the
Virata Plan is ten years and each will terminate earlier within a specified
period following the optionee's cessation of service with the Company. Each
granted option will vest in one or more installments over the optionee's period
of service with the Company. Options generally vest over a four year period from
the date of grant. As of December 31, 2002, options covering 8,425,071 shares of
common stock were outstanding under the Virata Plan and 6,387,615 shares
remained available for future option grants.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the year ended December 31, 2002, the Company recorded product sales
of $1.8 million, related to goods sold to Paradyne Networks, Inc. Entities
associated with Texas Pacific Group beneficially own more than 10% of the
outstanding capital stock of both GlobespanVirata and Paradyne Networks. In
addition, certain former members of GlobespanVirata's Board of Directors have
served as directors of Paradyne Networks.

     In May 1999, the Company loaned approximately $1,233,300 to Robert McMullan
and $1,166,630 to Nicholas Aretakis, secured by a stock pledge agreement, in
connection with their purchase of approximately 323,325 and 303,324 shares (as
adjusted for the Company's 3-for-1 stock split in February 2000) of the
Company's common stock, respectively. Each full recourse note accrues interest
at the rate of 5.22% per annum and is payable upon the earlier of the fifth
anniversary of the note or 30 days following termination of employment. In June
1999, the Company loaned approximately $2,200,000 to Armando Geday in connection
with his purchase of approximately 1,467,180 shares (as adjusted for the
Company's 3-for-1 stock split in February 2000) of the Company's common stock.
Mr. Geday's loan is on substantially the same terms as the loans to Messrs.
McMullan and Aretakis. Mr. McMullan has paid approximately $890,000 in principal
and interest on the loan as of March 31, 2003. In accordance with the
recently-enacted Sarbanes-Oxley Act of 2002, the Company will not enter into any
similar loan transactions with the Company's executive officers or directors in
the future.

     During 2002, the Company licensed certain technology related to subscriber
line integrated circuit products from Legerity, Inc., a provider of
analog/mixed-signal integrated circuits for wireline voice and data networks.
The license fee paid to Legerity during 2002 was $800,000. Dipanjan Deb, a
director of the Company, is a partner of an investment firm that is a
controlling stockholder of Legerity and is also a director of Legerity.

ITEM 14. CONTROLS AND PROCEDURES

   Not applicable.
                                       13

<PAGE>
                                    PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

The registrant is also amending the Exhibit Index in Item 15 to include the
certifications required by 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, as Exhibit 99.1 and Exhibit 99.2.

(A)(3).  EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

99.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section
     1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
     1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002.



                                   SIGNATURES

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

                                GLOBESPANVIRATA, INC.


April 30, 2003                  By  /s/ ARMANDO GEDAY
                                   -----------------------------
                                       Armando Geday
                                 President, Chief Executive Officer and Director


                                       14


<PAGE>

I, Armando Geday, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of GlobespanVirata, Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;

        b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and

        c) Presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

        a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 30, 2003


/s/ ARMANDO GEDAY
--------------------
Armando Geday
Chief Executive Officer


                                       15
<PAGE>


I, Robert McMullan, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of GlobespanVirata, Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;

        b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and

        c) Presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

        a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 30, 2003


/s/ ROBERT MCMULLAN
--------------------
Robert McMullan
Chief Financial Officer