##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


FORM 10-K/A
AMENDMENT NO. 1 TO

|           |  |                                                                                                                                                          
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                                                                          
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year
ended March 30, 2002, or                        
|           |  |                                                                                                                                                          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from  to 
Commission File No. 0-12719

GIGA-TRONICS INCORPORATED

(Exact name of registrant as specified in its charter)


|                                                                                |  |                                     
|------------------------------------------------------------------------------- |  | ------------------------------------
|California                                                                      |  | 94-2656341                          
|(State or other jurisdiction of
incorporation or organization)                  |  | (I.R.S. Employer Identification No.)
|                                                                                |  |                                     
|4650 Norris Canyon Road, San Ramon, CA
(Address of principal executive offices) |  | 94583
(Zip Code)                    

Registrants telephone number: (925) 328-4650

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

|                         |  |                                               
|------------------------ |  | ----------------------------------------------
|Title of each class
None |  | Name of each exchange on which registered
None

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

Common Stock, No par value

(Title of class)


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 o

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 calculated on the closing average bid and asked prices as of May 16,
2002 was $11,733,699. For purposes of this determination only, directors and
officers of the Registrant have been assumed to be affiliates. There were a
total of 4,661,132 shares of the Registrants Common Stock outstanding as of
May 16, 2002.





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TABLE OF CONTENTS



|           |                                                                                                          |  |  |  |  |  |  | 
|---------- | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|           | ITEM 1. BUSINESS                                                                                        
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|PART IV   
|           | ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                                 
|           | (b) Exhibits                                                                                            
|Exhibit 21



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Explanatory Note. The Company is filing this amendment to revise the
description of certain elements of its business in Item 1 of Part I under the
captions Sources and Availability of Raw Materials and Components, Patents
and Licenses, Working Capital Position, Importance of Limited Number of
Customers, and Competition, and to provide information required by Item
201(d) of Regulation S-K concerning equity compensation plans in Item 12 of
Part III.

|                                                                                                       |  |      |    | 
|------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|Table of Contents                                                                                      |  | Page
|                                                                                                       |  |     
|Part I                                                                                                 |  |      |    | 
|Item 1 Business                                                                                        |  |      | 3  | 
|Part III                                                                                               |  |      |    | 
|Item 12 Security Ownership of Certain Beneficial owners and
Management and Related Stockholder Matters |  |      | 10 | 
|Part IV                                                                                                |  |      |    | 
|Item 14 Exhibits, Financial Statement Schedules and Reports on Form
8-K                                |  |      | 11 | 
|(b) Exhibits                                                                                           |  |      | 11 | 
|Signatures                                                                                             |  |      | 12 | 

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PART I




ITEM 1. BUSINESS

General

Giga-tronics Incorporated (Giga-tronics) includes operations of
Giga-tronics Instrument division, ASCOR, Inc. (ASCOR), DYMATIX, which is a
joint venture of Viking Semiconductor Equipment, Inc. (Viking) and
Ultracision, Inc. (Ultracision), and Microsource, Inc. (Microsource).

Giga-tronics designs, manufactures and markets through its Giga-tronics
Instrument division, a broad line of test and measurement equipment used in the
development, test and maintenance of wireless communications products and
systems, flight navigational equipment, electronic defense systems and
automatic testing systems. These products are used primarily in the design,
production, repair and maintenance of commercial telecommunications, radar, and
electronic warfare.

Giga-tronics was incorporated on March 5, 1980, and its principal
executive offices are located at 4650 Norris Canyon Road, San Ramon,
California, and its telephone number at that location is (925) 328-4650.

Effective July 23, 1996, Giga-tronics acquired ASCOR. ASCOR, located in
Fremont, California, designs, manufactures, and markets a line of switching and
connecting devices that link together many specific purpose instruments that
comprise a portion of automatic test systems. ASCOR offers a family of
switching and interface test adapters as standard VXI configured products, as
well as complete system integration services to the Automatic Test Equipment
market.

Effective June 27, 1997, Giga-tronics completed a merger with Viking by
issuing approximately 420,000 shares of the Companys common stock in exchange
for all of the common stock of Viking. Viking, which is now located in Santa
Clara, California, manufactures and markets a line of optical inspection
equipment used to manufacture and test semiconductor devices. Products include
die attachments, automatic die sorters, tape and reel equipment, and wafer
inspection equipment.

Effective December 2, 1997, Giga-tronics completed a merger with
Ultracision by issuing approximately 517,000 shares of the Companys common
stock in exchange for all of the common stock of Ultracision. Ultracision is a
manufacturer of automation equipment for the test and inspection of silicon
wafers. Ultracision also produces a line of probers for the testing and
inspection of silicon devices.

Effective May 18, 1998, Giga-tronics acquired Microsource. All the
outstanding shares of Microsource were exchanged for $1,500,000 plus contingent
payments based on earnings from Microsource from 1998 to 2000, which amounts
were nominal. Microsource located in Santa Rosa, California develops and
manufactures a broad line of YIG (Yttrium, Iron, Garnet) tuned oscillators,
filters and microwave synthesizers, which are used by its customers in
manufacturing a wide variety of microwave instruments or devices.

Giga-tronics intends to broaden its product lines and expand its market,
both by internal development of new products and through the acquisition of
other business entities. From time to time, the Company considers a variety of
acquisition opportunities.

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Industry Segments

The Company manufactures products used in test, measurement and handling.
The Company operates primarily in four operating segments; Giga-tronics
Instruments, ASCOR Inc., Microsource Inc. and DYMATIX (formerly the
Semiconductor Equipment Group).

Products and Markets

Giga-tronics Instruments

The Giga-tronics Instrument segment produces signal sources, generators
and sweepers, and power measurement instruments for use in the microwave and RF
frequency range (10 kHz to 75 GHz). Within each product line are a number of
different models and options allowing customers to select frequency range and
specialized capabilities, features and functions. The end-user markets for
these products can be divided into three broad segments: commercial
telecommunications, radar and electronic warfare. This segments instruments
are used in the design, production, repair and maintenance and calibration of
other manufacturers products, from discrete components to complex systems.

ASCOR Inc.

The ASCOR Inc. segment produces switch modules, and interface adapters
that operate with a bandwidth from direct current (DC) to 18 GHz. This
segments switch modules may be incorporated within its customers automated
test equipment. The end-user markets for these products are primarily related
to electronic warfare, though the VXI architecture may become more accepted by
the telecommunications market.

DYMATIX (formerly the Semiconductor Equipment Group)

The DYMATIX segment manufactures and markets a line of optical inspection
equipment used in the testing of semiconductor devices. Products include die
attachments, automatic die sorters, tape and reel equipment, and wafer
inspection equipment. Further, DYMATIX manufacturers automation equipment for
the test inspection and robotic handling of silicon wafers in addition to a
line of probers for the testing and inspection of silicon devices.

Microsource Inc.

The Microsource segment develops and manufactures a broad line of YIG
(Yttrium, Iron, Garnet) tuned oscillators, filters and microwave synthesizers,
which are used by its customers in manufacturing a wide variety of microwave
instruments or devices.

Sources and Availability of Raw Materials and Components

Substantially all of the components required by Giga-tronics to make its
assemblies are available from more than one source. The Company occasionally
uses sole source arrangements to obtain leading-edge technology, favorable
pricing or supply terms, but not in any material volume. In the Companys
opinion, the loss of any sole source arrangement it has would not be material
to its operations.

Although extended delays in receipt of components from its suppliers could
result in longer product delivery schedules for the Company, the Company
believes that its protection against this possibility stems from its practice
of dealing with well-established suppliers and maintaining good relationships
with such suppliers.

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Patents and Licenses

The Companys competitive position is largely dependent upon its ability
to provide performance specifications for its instruments and systems that (a)
easily, effectively and reliably meet customers needs and (b) selectively
surpass competitors specifications in competing products. Patents may
occasionally provide some short-term protection of proprietary designs.
However, because of the rapid progress of technological development in the
Companys industry, such protection is most often, although not always,
short-lived. Therefore, although we occasionally pursue patent coverage, we
place major emphasis on the development of new products with superior
performance specifications and the upgrading of existing products toward this
same end. This is reflected in a substantial allocation of budget to
engineering costs.

The Companys products are based on its own designs, which in turn derive
from its own engineering abilities. If the Companys new product engineering
efforts fall behind, its competitive position weakens. Conversely, effective
product development greatly enhances its competitive status.

The Company presently holds 22 patents. None of these is critical to the
Companys ongoing business, and the Company does not actively maintain them.

The Company is not dependent on trademarks, licenses or franchises. We do
utilize certain software licenses in some functional aspects to some of our
products. Such licenses are readily available, non-exclusive and are obtained
at either no cost or for a relatively small fee.

Seasonal Nature of Business

The business of the Company is not seasonal.

Working Capital Practices

The Company generally strives to maintain at least 60 days worth of
inventory and generally sells to customers on 30 day payment terms. Typically,
the Company receives payment terms of 30 days. The Company believes that these
practices are consistent with typical industry practices.

Importance of Limited Number of Customers

Commercial business accounted for 83% of net sales in fiscal 2002, 89% in
fiscal 2001, and 84% in fiscal 2000. The Company had been a leading supplier
of microwave and radio frequency (RF) test instruments to various U.S.
Government defense agencies, as well as to their prime contractors. Management
anticipates sales to U.S. Government agencies will remain significant in fiscal
2003. Defense-related agencies accounted for 17% of net sales in fiscal 2002,
11% in fiscal 2001, and 16% in fiscal 2000. Prior to the current year, where
the defense business has improved, sales to the defense industry in general,
and direct sales to the United States and foreign government agencies in
particular, have declined. Any decline of defense orders could have a negative
effect on the business, operating results, financial condition and cash flows
of Giga-tronics.

During 2002 and 2001, a Japanese distributor of the Company, Midoriya,
accounted for 16% and 10% of the Companys consolidated sales. At year end,
Midoriya had a negligible amount outstanding in accounts receivable while they
composed about 11% of receivables at the fiscal year end of 2001.

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During fiscal 2002 and 2001, the Instrument Division had two major
customer concentrations. Midoriya, the Divisions Japanese distributor,
accounted for 30% of the Instrument Divisions fiscal 2002 revenue and 22% of
the Instrument Divisions fiscal 2001 revenue. The U.S. Government defense
agencies and their prime contractors made up 10% and 12% of the Instrument
Divisions 2002 and 2001 revenue, respectively.

During fiscal 2002 and 2001, ASCOR had three major customer
concentrations. The U.S. Government defense agencies and their prime
contractors made up 18% and 14% of ASCORs fiscal 2002 and 2001 revenue,
respectively. An automated test equipment manufacturer comprised 30% and 18%
of ASCORs fiscal 2002 and 2001 revenue, respectively. An international
communications equipment company comprised 11% and 40% of ASCORs fiscal 2002
and 2001 revenue, respectively.

During fiscal 2002 and 2001, DYMATiX had one major customer who is a
manufacturer of mobile electronics and transportation components, and this
customer accounted for 56% and 18% of DYMATiXs revenue in those years,
respectively.

In fiscal 2002, Microsource derived 35% of its revenues from U.S.
Government defense agencies and their prime contractors and another 35% from an
electronic instrument manufacturer. In fiscal 2001, Microsource derived 32% of
its revenue from the same electronic instrument manufacturer, 17% from an
electronic component and instrument manufacturer and 14% from U.S. Government
defense agencies and their prime contractors.

Other than U.S. government agencies and their defense contractors and
Midoriya, no customer accounts for 10% or more of consolidated revenues of the
Company and no customer who accounts for 10% or more of revenues of any one
segment accounts for 10% or more of any other segment. Other than U.S.
government agencies and their defense contractors and Midoriya, the Company has
no customer the loss of which would, in managements opinion, have a material
adverse effect on the Company and its subsidiaries as a whole.

The Companys products are largely capital investments for its customers,
and the Companys belief is that its customers have economic cycles in which
capital investment budgets for the kinds of products that the Company produces
expand and contract. Accordingly, the Company expects that a major customer in
one year will often not be a major customer in the following year.
Accordingly, the Companys revenues and earnings will decline if the Company is
unable to find new customers or increase its business with other existing
customers to replace declining revenues from the previous years major
customers. A substantial decline in revenues from U.S. Government defense
agencies and their prime contractors would also have a material adverse effect
on the Companys revenues and results of operations unless replaced by revenues
from the commercial sector.

Backlog of Orders

On March 30, 2002, the Companys backlog of unfilled orders was
$21,387,000 compared to $39,964,000 at March 31, 2001. As of March 30, 2002,
there were approximately $13,912,000 unfilled orders that were scheduled for
shipment beyond a year, as compared to approximately $7,245,000 at March 31,
2001. Orders for the Companys products include program orders from both the
U.S. Government and defense contractors, with extended delivery dates.
Accordingly, the backlog of orders may vary substantially from quarter to
quarter and the backlog entering any single quarter may not be indicative of
sales for any period.

Backlog includes only those customer orders for which a delivery schedule
has been agreed upon between the Company and the customer and, in the case of
U.S. Government orders, for which funding has been appropriated.

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Competition

Giga-tronics serves the broad market for electronic instrumentation with
applications ranging from the design, test, calibration and maintenance of
other electronic devices to providing sophisticated components for complex
electronic systems to sub-systems capable of sorting and identifying high
frequency communication signals. These applications cut across the commercial,
industrial and military segments of the broad market. The Company has a
variety of competitors. Several of its competitors are much larger than the
Company and have greater resources and substantially broader product lines.
Others are of comparable size with more limited product lines.

Competition from numerous existing companies is intense and potential new
entrants are expected to increase. The Companys instrument, switch,
oscillator and synthesizer products compete with Agilent, Anritsu, Racal, IFR
and Rohde & Schwarz while the semiconductor equipment products compete with
various other competitors. Many of these companies have substantially greater
research and development, manufacturing, marketing, financial, technological,
personnel and managerial resources than Giga-tronics. There can be no
assurance that any products developed by these competitors will not gain
greater market acceptance than any developed by Giga-tronics.

To compete effectively in this circumstance, the Company (a) places strong
emphasis on maintaining a high degree of technical competence as it relates to
the development of new products and the upgrading of existing products and (b)
is highly selective in establishing technological objectives. The Company does
not attempt to compete across the board, but selectively based upon its
particular strengths and the competitors perceived limitations.

Specification requirements of customers in this market vary widely. The
Company is able to compete by offering products that meet a customers
particular specification requirements; by being able to offer certain product
specifications at lower cost resulting from the Companys past production of
products with those specifications; and by being able to offer certain product
specifications at a higher quality level. All of these advantages are
attributable to the Companys continuing investment in research and development
and in highly trained engineering staff.

The customers decision is most often based on the best match of his
particular requirements and the suppliers operating specifications. In most
cases, attracting and retaining customers does not require the Company to offer
the best product with respect to each of the customers requirements but rather
to those few specifications that are most important to the customer.

Occasionally price is a competitive consideration. In that circumstance,
the Company believes it has more flexibility in making pricing decisions than
its larger and more structured competitors.

Sales and Marketing

Giga-tronics Instruments, ASCOR Inc., DYMATIX and Microsource Inc. market
their products through various distributors and representatives to commercial
and government customers, although not necessarily through the same
distributors and representatives.

Product Development

Products of the type manufactured by Giga-tronics historically have had
relatively long product life cycles. However, the electronics industry is
subject to rapid technological changes at the component level. The future
success of the Company is dependent on its ability to steadily incorporate
advancements in component technologies into its new products.

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Product development expense was approximately $7,001,000 in fiscal 2002,
$5,087,000 in fiscal 2001, and $4,180,000 in fiscal 2000. Activities included
the development of new products and the improvement of existing products. It
is managements intention to maintain or increase expenditures for product
development at levels required to sustain its competitive position. All of the
Companys product development activities are internally funded and expensed as
incurred.

Giga-tronics expects to continue to make significant investments in
research and development. There can be no assurance that future technologies,
processes or product developments will not render Giga-tronics current product
offerings obsolete or that Giga-tronics will be able to develop and introduce
new products or enhancements to existing products, which satisfy customer
needs, in a timely manner or achieve market acceptance. The failure to do so
could adversely affect Giga-tronics business.

Manufacturing

The assembly and testing of Giga-tronics Instruments microwave, RF and
power measurement products are done at its San Ramon facility. The assembly
and testing of ASCORs switching and connecting devices are done at its Fremont
facility. The assembly and testing of the DYMATIX products are done at its
Santa Clara facility. The assembly and testing of Microsources line of YIG
(Yttrium, Iron, Garnet) tuned oscillators, filters and microwave synthesizers
are done at its Santa Rosa facility.

Environment

To the best of its knowledge, the Company is in compliance with all
federal, state and local laws and regulations involving the protection of the
environment.

Employees

As of March 30, 2002, Giga-tronics employed 219 individuals on a full time
basis. Management believes that the future success of the Company depends on
its ability to attract and retain skilled personnel. None of the Companys
employees are represented by a labor union, and the Company considers its
employee relations to be good.

Information about Foreign Operations

The Company sells to its international customers through a network of
foreign technical sales representative organizations. Sales to foreign
customers were approximately $17,105,000 in fiscal 2002, $22,072,000 in fiscal
2001, and $14,468,000 in fiscal 2000.

The Company closed its United Kingdom (UK) research & development facility
as of March 30, 2002 for the Instruments division. The Company has no other
foreign-based operations or material amounts of identifiable assets in foreign
countries. Its gross margins on foreign and domestic sales are similar.

Certain Factors Which May Adversely Affect Future Operations Or An Investment In Giga-tronics

Business climate is volatile

Giga-tronics has a significant number of defense-related orders. If the
defense market should soften, shipments in the current year could decrease more
than current projected shipments with a concurrent decline in earnings. The
Companys commercial product backlog has a number of risks and uncertainties
such as the cancellation or deferral of orders, dispute over performance and
our ability to collect amounts due under these orders. If this occurs, then
shipments in the current year could decrease more than current projected
shipments resulting in a decline in earnings. During fiscal 2002 and 2001,
Midoriya, the Companys Japanese distributor accounted for a significant amount
of the Companys commercial sales, while at year-end Giga-tronics backlog from
this customer was negligible.

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Giga-tronics sales are substantially dependent on the wireless industry

Giga-tronics sells directly or indirectly to customers and equipment
manufacturers in the wireless industry. Currently, this industry is undergoing
dramatic and rapid change. As such, the business that Giga-tronics records
could decrease or existing recorded backlog could be stretched or deferred
resulting in less than projected shipments. These reduced shipments may have a
material adverse effect on operations.

Giga-tronics markets involve rapidly changing technology and standards

The market for electronics equipment is characterized by rapidly changing
technology and evolving industry standards. Giga-tronics believes that its
future success will depend in part upon its ability to develop and
commercialize its existing products, and to develop new products and
application and in part to develop, manufacture and successfully introduce new
products and product lines with improved capabilities and to continue to
enhance existing products. There can be no assurance that Giga-tronics will
successfully complete the development of current or future products or that
such products will achieve market acceptance.

Giga-tronics acquisitions may not be effectively integrated and their integration may be costly

As part of its business strategy, Giga-tronics intends to broaden its
product lines and expand its markets, in part through the acquisition of other
business entities. Giga-tronics is subject to various risks in connection with
any future acquisitions. Such risks include, among other things, the
difficulty of assimilating the operations and personnel of the acquired
companies, the potential disruption of the Companys business, the inability of
management to maximize the financial and strategic position of the Company by
the successful incorporation of acquired technology and rights into its product
offerings, the maintenance of uniform standards, controls, procedures and
policies, and the potential loss of key employees of acquired companies. No
assurance can be given that any acquisition by Giga-tronics will or will not
occur, that if an acquisition does occur, that it will not materially harm the
Company or that any such acquisition will be successful in enhancing the
Companys business. The Company currently contemplates that future
acquisitions may involve the issuance of additional shares of common stock.
Any such issuance may result in dilution to all Giga-tronics shareholders, and
sales of such shares in significant volume by the shareholders of acquired
companies may depress the price of its common stock.

Giga-tronics common stock price is volatile

The market price of the Companys common stock could be subject to
significant fluctuations in response to variations in quarterly operating
results, shortfalls in revenues or earning from levels expected by securities
analysts and other factors such as announcements of technological innovations
or new products by Giga-tronics or by competitors, government regulations or
developments in patent or other proprietary rights. In addition, the NASDAQ
National Market and other stock markets have experienced significant price
fluctuations in recent periods. These fluctuations often have seemingly been
unrelated to the operating performance of the specific companies whose stocks
are traded. Broad market fluctuations, as well as general foreign and domestic
economic conditions, may adversely affect the market price of the common stock.

Giga-tronics stock at any time has historically traded on thin volume on
NASDAQ. Sales of a significant volume of stock could result in a depression of
Giga-tronics share prices.

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PART III




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

Information regarding security ownership of certain beneficial owners and
management is set forth under the heading Stock Ownership of Certain
Beneficial Owners and Management of its Proxy Statement for the 2002 Annual
Meeting of Shareholders, incorporated herein by reference. This Proxy
Statement is to be filed no later than 120 days after the close of the fiscal
year ended March 30, 2002.

In addition to the information incorporated by reference, the following
table provides information on options and other equity rights outstanding and
available at March 30, 2002.

Equity Compensation Plan Information

|                                                           |  |                     |         |                     |  |                     |       |                    |  |                     |         | 
|---------------------------------------------------------- |  | ------------------- | ------- | ------------------- |  | ------------------- | ----- | ------------------ |  | ------------------- | ------- | 
|                                                           |  |                     |         |                     |  |                     |       |                    |  | No. of securities  
|                                                           |  |                     |         |                     |  |                     |       |                    |  | remaining available
|                                                           |  |                     |         |                     |  |                     |       |                    |  | for future issuance
|                                                           |  |                     |         |                     |  |                     |       |                    |  | under equity       
|                                                           |  | No. of securities   |         |                     |  |                     |       | compensation plans
|                                                           |  | to be issued upon   |         | Weighted average    |  | (excluding         
|                                                           |  | exercise of         |         | exercise price of   |  | securities         
|                                                           |  | outstanding option, |         | outstanding option, |  | reflected in column
|Plan category                                              |  | warrants and rights |         | warrants and rights |  | (a))               
|                                                           |  | (a)                 |         | (b)                 |  | (c)                
|Equity compensation
plans approved by
securities holders   |  |                     | 551,174 |                     |  | $                   | 3.838 |                    |  |                     | 428,100 | 
|Equity compensation
plans not approved
by security holders |  | NA                  |         | NA                  |  | NA                 
|Total                                                      |  |                     | 551,174 |                     |  | $                   | 3.838 |                    |  |                     | 428,100 | 

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PART IV




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




(b) Exhibits

|        |  |                          |  |      |    | 
|------- |  | ------------------------ |  | ---- | -- | 
|Exhibit |  | Description              |  | Page
|        |  |                          |  |     
|21      |  | Significant subsidiaries |  |      | 15 | 

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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.

|                     |  |                           |  |                                                                                                 
|-------------------- |  | ------------------------- |  | ------------------------------------------------------------------------------------------------
|                     |  | GIGA-TRONICS INCORPORATED
|                     |  |                           |  |                                                                                                 
|                     |  |                           |  |                                                                                                 
|Dated: April 1, 2003 |  | By                        |  | /s/ GEORGE H. BRUNS, JR.

George H. Bruns, Jr.
Chairman of the Board and Chief Executive Officer

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CERTIFICATIONS UNDER
SECTION 302 OF
THE SARBANES OXLEY ACT OF 2002

I, George H. Bruns, Jr., certify that:

1.     I have reviewed this annual report on Form 10-K of Giga-tronics
Incorporated;

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;

Date: April 1, 2003

/s/ George H. Bruns, Jr.

George H. Bruns, Jr.
Chief Executive Officer


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CERTIFICATIONS UNDER
SECTION 302 OF
THE SARBANES OXLEY ACT OF 2002

I, Mark H. Cosmez II, certify that:

1.     I have reviewed this annual report on Form 10-K of Giga-tronics
Incorporated;

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;

Date: April 1, 2003

/s/ Mark H. Cosmez II

Mark H. Cosmez II
Chief Financial Officer


14