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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q/A


(Amendment No. 1)





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xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the
Quarterly Period Ended March 31, 2002





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





Commission File No. 000-31103





LEXAR MEDIA, INC.


(Exact name of registrant as specified in its charter)





Delaware

33-0723123(State or other jurisdiction of

(I.R.S. Employer Identification Number)incorporation or organization)





47421 Bayside Parkway


Fremont, CA 94538


(Address of Principal Executive Offices, including Zip Code)





(510) 413-1200


(Registrants
telephone number, including Area Code)





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  ̈





Number of shares of common stock outstanding as of May 6, 2002: 59,559,801





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LEXAR MEDIA, INC.





FORM 10-Q





TABLE OF CONTENTS





PagePART II  OTHER INFORMATIONItem 6

Exhibits and Reports on Form 8-K

1SIGNATURES

2








EXPLANATORY NOTE





The sole purpose of this Form 10-Q/A is to file a revised version of exhibit 10.2 to the Registrants
Form 10-Q, which was originally filed with the Securities and Exchange Commission on May 15, 2002. No changes have been made to the text of the Form 10-Q other than to Item 6 (Exhibits and Reports on Form 8-K).




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Item 6.    Exhibits and Reports on Form 8-K





(a)  Exhibits.





EXHIBIT NUMBER

EXHIBIT TITLE10.1*

Confidential Agreement and General Release of Claims, dated as of September 10, 2001, by and between Lexar Media,
Inc. and Ronald H. Bissinger10.2

Patent License Agreement, dated as of March 23, 2002, by and between Lexar Media, Inc. and Samsung Electronics Co.,
Ltd.10.3*

Termination of Patent License Agreement, dated as of March 23, 2002, by and between Lexar Media, Inc. and Samsung
Electronics Co., Ltd.


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*   Previously filed.


  Confidential treatment has been granted with respect to certain information contained in this document. Confidential portions have been omitted from this public filing and have
been filed separately with the Securities and Exchange Commission.





(b)  Reports on Form 8-K.





No reports were filed on Form 8-K for the quarter ended March 31, 2002.




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SIGNATURES





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





LEXAR MEDIA, INC. (Registrant)





Dated: July 18, 2002





/s/    MICHAEL J. PEREZ Michael J. Perez, Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)




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EXHIBIT INDEX





EXHIBIT NUMBER

EXHIBIT TITLE10.1*

Confidential Agreement and General Release of Claims, dated as of September 10, 2001, by and between Lexar Media,
Inc. and Ronald H. Bissinger10.2

Patent License Agreement, dated as of March 23, 2002, by and between Lexar Media, Inc. and Samsung Electronics Co.,
Ltd.10.3*

Termination of Patent License Agreement, dated as of March 23, 2002, by and between Lexar Media, Inc. and Samsung
Electronics Co., Ltd.


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*   Previously filed.


  Confidential treatment has been granted with respect to certain information contained in this document. Confidential portions have been omitted from this public filing and have
been filed separately with the Securities and Exchange Commission.