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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A

                         (Amendment No. 1 to Form 10-K)

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

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

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2001

                           COMMISSION FILE NO. 0-30719

                                HANDSPRING, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                 77-0490705
   (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
   INCORPORATION OR ORGANIZATION)

                               189 BERNARDO AVENUE
                             MOUNTAIN VIEW, CA 94043
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (650) 230-5000
              (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 PER SHARE

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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

   The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $111,600,000 as of August 31, 2001, based upon the
closing price on the Nasdaq National Market reported for such date. The
Registrant has not issued any non-voting stock.

   The Registrant's definitive Proxy Statement for the Annual Meeting of
Stockholders held on November 14, 2001 is incorporated by reference in Part III
of this Form 10-K to the extent stated herein.

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                                HANDSPRING, INC.

                        2001 ANNUAL REPORT ON FORM 10-K/A

                                TABLE OF CONTENTS

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                                                                                               PAGE
                                                  PART IV                                      ----

<S>                                                                                            <C>
Item 14. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K    3
SIGNATURES...................................................................................    5
</TABLE>


                                EXPLANATORY NOTE

        The sole purpose of this Form 10-K/A is to file a revised exhibit 10.7
to the Registrant's Form 10-K, which was originally filed with the Securities
and Exchange Commission on September 28, 2001. Confidential treatment of
portions of exhibit 10.7 has been granted by the Securities and Exchange
Commission; other portions for which confidential treatment was sought but not
granted, which were redacted in the previous filing of the exhibit, have been
unredacted. No changes have been made to the text of the Form 10-K other than to
Item 14 (Exhibits, Financial Statement Schedules and Reports on Form 8-K).


                                       2
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ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(3) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    EXHIBIT TITLE
-------   -------------
<S>       <C>
  3.1     Second Amended and Restated Certificate of Incorporation (incorporated
          herein by reference to exhibit 3.3 to our Registration Statement on
          Form S-1 (File No. 333-33666) which became effective on June 21, 2000
          (the Form S-1)(1)

  3.2     Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Form
          S-1)

  4.1     Specimen Common Stock Certificate(1)

  4.2     Amended and Restated Investors' Rights Agreement dated July 7, 1999(1)

  10.1    Form of Indemnity Agreement entered into between Registrant and all
          executive officers and directors(1)

  10.2    1998 Equity Incentive Plan*(1)

  10.3    1999 Executive Equity Incentive Plan*(1)

  10.4    Form of 2000 Equity Incentive Plan*(1)

  10.5    Form of 2000 Employee Stock Purchase Plan*(1)

  10.6    Single Tenant Absolute Net Lease between Registrant and Chan-Paul
          Partnership dated June 22, 1999 (1)

  10.7    Software License Agreement between Registrant and Palm, Inc., dated as
          of April 10, 2001++

  10.8    Reserved

  10.9    International Manufacturing Contract between Registrant and
          Flextronics (Malaysia) SDN.BHD dated June 29, 1999++ (1)

  10.10   Founder's Restricted Stock Purchase Agreement between Registrant and
          Donna Dubinsky dated August 21, 1998*(1)

  10.11   Founder's Restricted Stock Purchase Agreement between Registrant and
          Jeff Hawkins dated August 20, 1998*(1)

  10.12   Offer Letter of Employment between Registrant and Bernard Whitney
          dated May 31, 1999*(1)

  10.13   Stock Option Agreement between Registrant and Edward Colligan dated
          October 12, 1998*(1)

  10.14   Lease between Registrant and Spieker Properties, L.P. dated April 24,
          2000(1)

  10.15   Form of Outside Director Stock Option Agreement*(1)

  10.16   Reserved

  10.17   Retail Distribution Agreement between Registrant and CompUSA, Inc.
          dated March 13, 2000+(2)

  10.18   Retail Distribution Agreement between Registrant and Staples, Inc.
          dated March 14, 2000, as amended+(2)

  10.19   Reseller Agreement between Registrant and Best Buy Co., Inc. dated
          March 21, 2000+(2)

  10.20   Lease Agreement (Building 2) between Registrant and M-F Downtown
          Sunnyvale, LLC, dated as of February 14, 2001++ (3)

  10.21   Lease Agreement (Building 3) between Registrant and M-F Downtown
          Sunnyvale, LLC, dated as of February 14, 2001++ (3)

  10.22   Standby Letter of Credit (Building 2, Security Deposit) between
          Registrant and Wells Fargo Bank, National Association (3)

  10.23   Standby Letter of Credit (Building 2, Tenant Improvements) between
          Registrant and Wells Fargo Bank, National Association (3)

  10.24   Standby Letter of Credit (Building 3, Security Deposit) between
          Registrant and Wells Fargo Bank, National Association (3)
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    EXHIBIT TITLE
-------   -------------
<S>       <C>
  10.25   Standby Letter of Credit (Building 3, Tenant Improvements) between
          Registrant and Wells Fargo Bank, National Association (3)

  10.26   Form of Addendum to Standby Letter of Credit between Registrant and
          Wells Fargo Bank, National Association (3)

  10.27   Securities Account Control Agreement among Registrant, Wells Fargo
          Bank, National Association, acting through its Investment Group, and
          Wells Fargo Bank, National Association, acting through its Peninsula
          Technology RCBO Office, dated as of February 16, 2001 (3)

  10.28   Security Agreement between Registrant and Wells Fargo Bank, National
          Association, dated as of February 16, 2001 (3)

  10.29   Addendum to Security Agreement between Registrant and Wells Fargo
          Bank, National Association, dated as of February 16, 2001 (3)

  21.1    List of Subsidiaries of Registrant (4)

  23.2    Consent of PricewaterhouseCoopers LLP (4)
</TABLE>


----------

*    Management contracts or compensatory plans required to be filed as an
     exhibit to Form 10-K.

+    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.

++   Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.

(1)  Incorporated by reference to the exhibit with the same number to our
     Registration Statement on Form S-1 (File No. 333-33666), which became
     effective on June 21, 2000.

(2)  Incorporated by reference to the exhibit with the same number to our Report
     on Form 10-K, filed on September 29, 2000.

(3)  Incorporated by reference to the exhibit with the same number to our Report
     on Form 10-Q, filed on May 4, 2001.

(4)  Incorporated by reference to the exhibit with the same number to our Report
     on Form 10-K, filed on September 28, 2001.

(b)  Reports on Form 8-K.

     No such reports were filed in the fourth quarter of 2001.

(c)  Exhibits -- See (a)(3) above.


                                       4
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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.

                                          HANDSPRING, INC.
                                          --------------------------------------
                                          (Registrant)


Dated: January 3, 2002
                                           /s/ Bernard J. Whitney
                                          --------------------------------------
                                          Bernard J. Whitney, Vice President and
                                          Chief Financial Officer  (Principal
                                          Financial and Accounting Officer)


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER    EXHIBIT TITLE
------    -------------

   3.1    Second Amended and Restated Certificate of Incorporation (incorporated
          herein by reference to exhibit 3.3 to our Registration Statement on
          Form S-1 (File No. 333-33666) which became effective on June 21, 2000
          (the Form S-1)(1)

   3.2    Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Form
          S-1)

   4.1    Specimen Common Stock Certificate(1)

   4.2    Amended and Restated Investors' Rights Agreement dated July 7, 1999(1)

   10.1   Form of Indemnity Agreement entered into between Registrant and all
          executive officers and directors (1)

   10.2   1998 Equity Incentive Plan*(1)

   10.3   1999 Executive Equity Incentive Plan*(1)

   10.4   Form of 2000 Equity Incentive Plan*(1)

   10.5   Form of 2000 Employee Stock Purchase Plan*(1)

   10.6   Single Tenant Absolute Net Lease between Registrant and Chan-Paul
          Partnership dated June 22, 1999 (1)

   10.7   Software License Agreement between Registrant and Palm, Inc., dated as
          of April 10, 2001++

   10.8   Reserved

   10.9   International Manufacturing Contract between Registrant and
          Flextronics (Malaysia) SDN.BHD dated June 29, 1999++ (1)

   10.10  Founder's Restricted Stock Purchase Agreement between Registrant and
          Donna Dubinsky dated August 21, 1998*(1)

   10.11  Founder's Restricted Stock Purchase Agreement between Registrant and
          Jeff Hawkins dated August 20, 1998*(1)

   10.12  Offer Letter of Employment between Registrant and Bernard Whitney
          dated May 31, 1999*(1)

   10.13  Stock Option Agreement between Registrant and Edward Colligan dated
          October 12, 1998*(1)

   10.14  Lease between Registrant and Spieker Properties, L.P. dated April 24,
          2000(1)

   10.15  Form of Outside Director Stock Option Agreement*(1)

   10.16  Reserved

   10.17  Retail Distribution Agreement between Registrant and CompUSA, Inc.
          dated March 13, 2000+(2)

   10.18  Retail Distribution Agreement between Registrant and Staples, Inc.
          dated March 14, 2000, as amended+(2)

   10.19  Reseller Agreement between Registrant and Best Buy Co., Inc. dated
          March 21, 2000+(2)

   10.20  Lease Agreement (Building 2) between Registrant and M-F Downtown
          Sunnyvale, LLC, dated as of February 14, 2001++ (3)

   10.21  Lease Agreement (Building 3) between Registrant and M-F Downtown
          Sunnyvale, LLC, dated as of February 14, 2001++ (3)

   10.22  Standby Letter of Credit (Building 2, Security Deposit) between
          Registrant and Wells Fargo Bank, National Association (3)

   10.23  Standby Letter of Credit (Building 2, Tenant Improvements) between
          Registrant and Wells Fargo Bank, National Association (3)

   10.24  Standby Letter of Credit (Building 3, Security Deposit) between
          Registrant and Wells Fargo Bank, National Association (3)


<PAGE>


EXHIBIT
NUMBER    EXHIBIT TITLE
-------   -------------

   10.25  Standby Letter of Credit (Building 3, Tenant Improvements) between
          Registrant and Wells Fargo Bank, National Association (3)

   10.26  Form of Addendum to Standby Letter of Credit between Registrant and
          Wells Fargo Bank, National Association (3)

   10.27  Securities Account Control Agreement among Registrant, Wells Fargo
          Bank, National Association, acting through its Investment Group, and
          Wells Fargo Bank, National Association, acting through its Peninsula
          Technology RCBO Office, dated as of February 16, 2001 (3)

   10.28  Security Agreement between Registrant and Wells Fargo Bank, National
          Association, dated as of February 16, 2001 (3)

   10.29  Addendum to Security Agreement between Registrant and Wells Fargo
          Bank, National Association, dated as of February 16, 2001 (3)

   21.1   List of Subsidiaries of Registrant (4)

   23.2   Consent of PricewaterhouseCoopers LLP (4)

*    Management contracts or compensatory plans required to be filed as an
     exhibit to Form 10-K.

+    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.

++   Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.

(1)  Incorporated by reference to the exhibit with the same number to our
     Registration Statement on Form S-1 (File No. 333-33666), which became
     effective on June 21, 2000.

(2)  Incorporated by reference to the exhibit with the same number to our Report
     on Form 10-K, filed on September 29, 2000.

(3)  Incorporated by reference to the exhibit with the same number to our Report
     on Form 10-Q, filed on May 4, 2001.

(4)  Incorporated by reference to the exhibit with the same number to our Report
     on Form 10-K, filed on September 28, 2001.