<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB



[ X ]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934 FOR THE QUARTER ENDED JUNE 30, 2001.
[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO
                                                  ------------    --------------


Commission File Number:  0-9856


                             AM COMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)


         Delaware                                      23-1922958
---------------------------                  ----------------------------------
(State or other jurisdiction of              I.R.S. Employer Identification No.
incorporation or organization)


100 Commerce Boulevard, Quakertown, PA                        18951-2237
--------------------------------------                        ----------
(Address of principal executive offices)                       Zip Code


                                 (215) 538-8700
                           (Issuer's Telephone Number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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
                                                                 -----     -----
On August 10, 2001 there were 43,427,350 shares of the Registrant's Common
Stock, par value $.10 per share, outstanding.

Transitional Small Business Disclosure Format (check one):  Yes        No    X
                                                                ------     -----



<PAGE>




                             AM COMMUNICATIONS, INC.
                                   FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2001

                                      INDEX


PART I.    FINANCIAL INFORMATION                                      PAGE NO.
--------------------------------                                      --------

Item 1.    Financial Statements

           Consolidated Balance Sheets - June 30 (Unaudited)           3
               and March 31, 2001

           Consolidated Statements of Income - Quarters Ended          4
           June 30, 2001 and July 1, 2000 (Unaudited)

           Consolidated Statements of Cash Flows - Quarters Ended      5
           June 30, 2001 and July 1, 2000 (Unaudited)

           Notes to Consolidated Financial Statements                  6 - 7

Item 2.    Management's Discussion and Analysis of Operations          7 - 12



PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                            12 -13




                                       2
<PAGE>


Item 1.   Financial Statements


                             AM COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                         June 30,         March 31,
                                                           2001             2001
                                                       ------------    ------------
                                                        (unaudited)
ASSETS
Current Assets:
<S>                                                    <C>             <C>
   Cash                                                $    283,000    $    350,000
   Accounts Receivable, Net of Reserves
      of $209,000 at June 30 and March 31, 2001           3,079,000       2,654,000
   Due from Affiliates                                      200,000          53,000
   Inventory                                              2,815,000       2,935,000
   Prepaid Expenses and Other                               153,000         101,000
                                                       ------------    ------------
      Total Current Assets                                6,530,000       6,093,000

   Equipment and Fixtures, Net                              245,000         267,000
   Other Assets                                              12,000          13,000
                                                       ------------    ------------
   Total Assets                                        $  6,787,000    $  6,373,000
                                                       ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current Portion of Capital Lease Obligations        $      2,000    $      2,000
   Current Portion of Notes Payable                          30,000          30,000
   Bank Line of Credit                                    1,250,000       1,250,000
   Accounts Payable                                       1,655,000       1,731,000
   Deferred Revenues                                         79,000         135,000
   Accrued Expenses                                       1,289,000       1,044,000
                                                       ------------    ------------
          Total Current Liabilities                       4,305,000       4,192,000
                                                       ------------    ------------

Capital Lease Obligations - Long Term                          --             1,000
Notes Payable - Long Term                                    53,000          60,000
Senior Convertible Redeemable Preferred Stock,
   $100 Par Value, Authorized 1,000,000 Shares;
   Issued and Outstanding 19,825 Shares at June 30
   and March 31, 2001                                     1,983,000       1,983,000
                                                       ------------    ------------

Commitments and Contingencies
Stockholders' Equity:
Common Stock, $.10 Par Value, Authorized
   100,000,000 Shares at June 30 and March 31, 2001;
   Issued and Outstanding 43,427,530 Shares at
   June 30 and 43,152,051 Shares at March 31, 2001        4,343,000       4,315,000
Capital in Excess of Par                                 33,099,000      33,087,000
Accumulated Deficit                                     (36,996,000)    (37,265,000)
                                                       ------------    ------------
   Stockholders' Equity                                     446,000         137,000
                                                       ------------    ------------
Total Liabilities and Stockholders' Equity             $  6,787,000    $  6,373,000
                                                       ============    ============
</TABLE>



   The Accompanying Notes are an Integral Part of these Financial Statements.


                                       3
<PAGE>




                             AM COMMUNICATIONS, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)


                                                       Quarters Ended
                                                 June 30,             July 1,
                                                   2001                2000
                                             --------------      --------------

Revenues                                    $     4,026,000      $   3,734,000

Costs and Expenses:
   Cost of Sales                                  1,895,000          1,815,000
   Selling, General and Administrative              899,000            826,000
   Research and Development                         917,000            864,000
                                            ---------------     --------------

Operating Income                                    315,000            229,000
Other Income (Expense)                             (37,000)            (29,000)
                                            ---------------     --------------

Income Before Income Taxes                          278,000            200,000
Income Tax Provision                                  9,000               ---

Net Income                                  $       269,000     $      200,000
                                            ===============     ==============

Basic Net Income Per Share                  $          0.01     $         0.01
                                            ===============     ==============

Diluted Net Income Per Share                $          0.01     $          Nil
                                            ===============     ==============

Shares Used in Computation of Basic
Net Income Per Share                             43,365,000         33,384,000
                                            ===============     ==============

Shares Used in Computation of Diluted
Net Income Per Share                             51,070,000         54,021,000
                                            ===============     ==============






   The Accompanying Notes are an Integral Part of these Financial Statements.

                                       4

<PAGE>




                             AM COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      Quarters Ended
                                                                June 30,          July 1,
                                                                  2001             2000
                                                               ---------         ---------
Cash Flows from Operating Activities:
<S>                                                            <C>               <C>
   Net Income                                                  $ 269,000         $ 200,000
   Adjustments to Reconcile Net Income to
   Net Cash Provided By (Used in) Operating Activities:
      Depreciation and Amortization                               37,000            47,000
      Changes in Assets and Liabilities Which
      Provided (Used) Cash:
         Accounts Receivable                                    (425,000)         (105,000)
         Due from Affiliates                                    (147,000)          (77,000)
         Inventory                                               120,000          (106,000)
         Prepaid Expenses and Other                              (51,000)          (41,000)
         Accounts Payable                                        (76,000)          285,000
         Advances                                                (56,000)         (126,000)
         Accrued and Other Expenses                              245,000           116,000
                                                               ---------         ---------
Net Cash Provided By (Used In) Operating Activities              (84,000)          193,000
                                                               ---------         ---------

Cash Flows From Investing Activities:
   Purchase of Equipment and Intangible Assets                   (15,000)          (19,000)
                                                               ---------         ---------
Net Cash Used In Investing Activities                            (15,000)          (19,000)
                                                               ---------         ---------

Cash Flows from Financing Activities:
   Exercise of Stock Options                                      40,000            11,000
   Payments on Note Payable                                       (7,000)             --
   Payments Under Capital Lease Obligations                       (1,000)             --
                                                               ---------         ---------
Net Cash Provided By Financing Activities                         32,000            11,000
                                                               ---------         ---------

Net Increase (Decrease) in Cash                                  (67,000)          185,000
Cash:
   Beginning                                                     350,000            79,000
                                                               ---------         ---------
   Ending                                                      $ 283,000         $ 264,000
                                                               =========         =========

Interest Paid                                                  $  42,000         $  30,000
                                                               ---------         ---------
Income Taxes Paid                                              $    --           $    --
                                                               ---------         ---------

</TABLE>






   The Accompanying Notes are an Integral Part of these Financial Statements.

                                       5

<PAGE>


                             AM COMMUNICATIONS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                 As of June 30, 2001 and for the Quarters Ended
                         June 30, 2001 and July 1, 2000

1.   The accompanying interim consolidated financial statements should be read
     in conjunction with the annual consolidated financial statements and notes
     thereto included in AM Communications, Inc.'s Annual Report for the year
     ended March 31, 2001. The Balance Sheet as of June 30, 2001 and the related
     Statements of Operations and Statements of Cash Flows for the quarters
     ended June 30, 2001 and July 1, 2000 are unaudited, but in the opinion of
     management include all normal and recurring adjustments necessary for a
     fair statement of the results for such interim periods. Operating results
     for the three-month period ended June 30, 2001 are not necessarily
     indicative of the results that may be expected for the year ended March 30,
     2002.

                                       June 30,        arch 31,
                                        2001            2001
                                     -----------    -----------
                                     (Unaudited)
2 Inventory Comprises:
       Raw Material                  $ 2,896,000    $ 3,355,000
       Work-in-Process                   758,000        684,000
       Finished Goods                    626,000        361,000
                                     -----------    -----------
                                       4,280,000      4,400,000
       Inventory Reserve              (1,465,000)    (1,465,000)
                                     -----------    -----------
       Net Inventory                 $ 2,815,000    $ 2,935,000
                                     ===========    ===========

3 Accrued Expenses Comprise:
       Accrued Compensation          $   333,000    $   282,000
       Accrued Commissions                31,000         33,000
       Accrued Rent                       62,000         89,000
       Accrued Real Estate Taxes          49,000         45,000
       Warranty Reserve                  226,000        226,000
       Accrued Professional Fees          23,000         40,000
       Accrued Contracted Services       439,000        227,000
       Accrued Income Taxes               22,000         12,000
       Other                             104,000         90,000
                                     -----------    -----------
                                     $ 1,289,000    $ 1,044,000
                                     ===========    ===========

4.   Income Taxes:

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109.

     The provision for taxes on income consisted of:
                                                   Quarters Ended
                                                   --------------
                                              June 30,            July 1,
                                                2001                2000
                                           --------------      -------------

     Current Income Taxes                  $      ---          $       ---
     Deferred Income Taxes                      114,000              77,000
     Change in Valuation Allowance             (105,000)            (77,000)
                                           ------------        ------------
     Net                                   $      9,000        $        ---
                                           ============        =============

                                       6

<PAGE>


     A reconciliation between the provision for income taxes, computed by
applying the statutory federal income tax rate of 34% to income before income
taxes and the actual provision for income taxes follows:
                                                           Quarters Ended
                                                           --------------
                                                       June 30,        July 1,
                                                        2001            2000
                                                     ----------      ---------
     Federal Income Tax Provision
       at Statutory Rate                             $   91,000      $  68,000
     State Income Taxes, Net of Federal Benefit          18,000         13,000
     Research and Development Credits                    (5,000)        (5,000)
     Non-deductible Amounts                               1,000          1,000
     Other                                                9,000            ---
     Change in Valuation Allowance                     (105,000)       (77,000)
                                                     ----------      ---------
     Income Tax Provision                            $    9,000      $     ---
                                                     ===========     =========

     The components of the net deferred tax asset as of June 30 and March 31,
2001 were as follows:

                                                 June 30,         March 31,
                                                   2001             2001
                                               -----------      -----------
     Deferred Tax Items:
         Inventory                             $   595,000      $   595,000
         Accrued Expenses and Reserves             314,000          324,000
         Net Operating Loss Carryforwards        7,875,000        7,975,000
         Tax Credit Carryforwards                  748,000          743,000
         Valuation Allowance                    (9,532,000)      (9,637,000)
                                               -----------      -----------
         Net Deferred Tax Assets               $      ---       $       ---
                                               ===========      ===========

     The Company has total net operating loss carryforwards available to offset
future taxable income of approximately $22 million expiring at various times
from 2002 to 2016. Due to certain statutory limitations under Internal Revenue
Code Section 382, a portion of such carryforwards may not be available or may
expire before being utilized.


Item 2.    Management's Discussion and Analysis of Operations

     The following discussion contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements represent the Company's present expectations or beliefs concerning
future events. The Company cautions that such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or anticipated results. Potential risks and
uncertainties include, without limitation, the impact of economic conditions
generally; the competitive nature of the CATV (Cable TV) network monitoring
market; the Company's ability to enhance its existing products and develop and
introduce new products which keep pace with technological developments in the
marketplace; and market demand.

     The following discussion should be read in conjunction with the Company's
Form 10-KSB for its 2001 fiscal year ended March 31, 2001.

                                       7

<PAGE>


Overview

     The Company is a provider of high technology system level products for the
broadband communications industry, primarily for CATV monitoring and control
systems. During fiscal 1999 and fiscal 2000, the Company experienced a
significant restructuring of its business, primarily due to the cessation of
programs involving two major customers, which contributed approximately 50% of
revenues in fiscal 1998. As part of the restructuring, the Company undertook
several major organizational changes including the election of Mr. Javad Hassan
as Chairman and the execution of a strategic development and manufacturing
relationship with NeST associated companies, under which NeST provides a
substantial portion of the Company's engineering and manufacturing requirements.
Mr. Hassan is also the Chairman and primary shareholder of NeST Technologies and
NeSTronix which are U.S. based technology service providers that provide
engineering development services and turn-key manufacturing services primarily
through the use of technology resources of staff and electronic manufacturing
operations located in India and controlled by Mr. Hassan's brother, N. Jehangir.
Collectively these operations are referred to as NeST.

     As a result of the restructuring actions taken and other contractual
agreements between the Company and NeST, Mr. Hassan and the NeST related
companies control the voting of 14,391,837 shares of the Company's Common Stock
presently owned by the Company's majority shareholder, hold 1,000,000 shares
obtained through the exercise of stock options, hold 7,862,334 shares obtained
through the exercise of warrants, and hold a stock option to purchase 4,000,000
shares of common stock at $.15 per share. The warrants were issued by the
Company as payment for $1,827,197 of engineering development services performed
by NeST during fiscal 1999 and fiscal 2000.

     Using the NeST resources, the Company undertook a substantial development
program to upgrade its software and certain hardware products, which were
introduced during fiscal 2000. These products include complete new system
platforms for the Company's Omni2000 software, Scanning Ingress Monitoring
Systems, and QuickSTAT.

     During fiscal 2000, the Company experienced significant improvements in its
operations as revenue levels increased due to the improved product set and
expanded marketing activities. Operating costs decreased due to improved gross
profit margins as a result of the transition to the NeST based manufacturing
strategy and development spending declined due to the transition to more cost
effective India based development resources. While the Company experienced an
operating loss for the fiscal year 2000, it did achieve profitability in its
fourth quarter of fiscal 2000 and has remained profitable through the first
quarter of fiscal 2002 ended June 30, 2001.

     During the third quarter of fiscal 2001, the Company announced the
formation of a new strategic business unit named AM Broadband Services, Inc., a
wholly-owned subsidiary of the Company. The mission of this unit will be to
provide a range of outside-plant services to CATV operators that will include
design, installation, certification and maintenance with a focus on quality and
reliability. The Company believes that quality and reliability will be critical
metrics as CATV operators battle competitive access providers in the new
unregulated communications environment. AM Broadband Services, Inc. began
operations on January 5, 2001.

                                       8
<PAGE>


Results of Operations
Qtr 1 Fiscal 2002 vs. 2001
                                            Qtr 1 2002     Qtr 1 2001
                                            ----------     ----------
Revenues                                      100.0%          100.0%

Cost of Sales                                  47.1            48.6
Selling, General and Administrative            22.3            22.1
Research and Development                       22.8            23.1
                                              -----           -----

Operating Income                                7.8            6.1
Other Expense                                   (.9)          (.8 )
                                              -----           -----

Income Before Income Taxes                      6.9            5.4
Income Tax Provision                            (.2)           ---
                                              -----           -----

Net Income                                      6.7%            5.4%
                                              =====           =====

Revenues

     Revenues for the first quarter of fiscal 2002 ended June 30, 2001 were $4.0
million, representing an 8% increase compared to first quarter fiscal 2001
revenues of $3.7 million. The increase is primarily due to $ 231,000 in revenues
from the Company's wholly-owned subsidiary, AM Broadband Services, Inc., which
began operations on January 1, 2001.

     Revenues from OEMs (original equipment manufacturers) and foreign
distributors were 61% of total revenues in the first quarter of fiscal 2002 and
77% in the first quarter of fiscal 2001. A greater portion of the Company's
revenues are coming from MSOs (multiple system operators) and other direct
end-user customers as a result of the Company's direct global sales and
marketing efforts. The Company's multi-year agreement with Charter
Communications is also contributing to a greater percentage of revenues coming
from MSO(s) and direct end-user customers. The Company maintains key strategic
OEM relationships with Motorola, Philips and Scientific-Atlanta and others that
purchase the Company's products under private label relationships and re-sell
primarily to their international customers.

       One OEM contributed 17% of revenues during the first quarter of fiscal
2002. During the first quarter of fiscal 2001, two OEM customers contributed 36%
and 27% of revenues, respectively. No other customer contributed more than 10%
of revenues in either period. As the purchase of the Company's products is
generally associated with a customer's capital upgrade or expansion program,
contribution levels of individual customers can be subject to wide fluctuations.

     Development and software revenues totaled $394,000 and $410,000 in the
first quarters of fiscal 2002 and 2001, respectively. Software revenues were
higher in the first quarter of fiscal 2001 as many of the Company's existing
customers upgraded to the Company's newly released Omni2000 software.
Development revenues primarily relate to OEM development efforts which are
recognized when defined milestones are reached, the timing of which may be
different from when the related development expenses were incurred. The related
development costs are reported as research and development expense. All software
development costs are charged to research and development when incurred.

                                       9
<PAGE>


Cost of Sales

     Cost of sales includes manufacturing costs of the Company's hardware
products and job costs of the Company's new broadband services unit. Cost of
sales represented 47.1% of revenues in the first quarter of fiscal 2002 compared
to 48.6% in the first quarter of fiscal 2001. The Company's gross product
margins are generally dependent on product mix and customer mix. Sales to MSO
and other direct end-user customers generally have a higher profit margin.

Selling, General and Administrative

     Selling, general and administrative (S,G&A) expenses were $899,000 in the
first quarter of fiscal 2002 compared to $826,000 in the first quarter of fiscal
2001. The increase is primarily due to costs associated with the Company's new
broadband services unit.
 .
Research and Development

     Research and development expense totaled $917,000 for the first quarter of
fiscal 2002 compared to $864,000 in the first quarter of fiscal 2001. The
Company continued to spend a significant amount on research and development
related to the Company's major development efforts to upgrade and expand its
software and hardware products. Expense for NeST development services totaled
$593,000 and $482,000 in the first quarters of fiscal 2002 and 2001,
respectively. The Company expects research and development spending to increase
in fiscal 2002 to support increased customer demand for more advanced systems
and software.

Operating Income

     The Company had operating income of $315,000 in the first quarter of fiscal
2002 compared to $ 229,000 in the first quarter of fiscal 2001. The improved
results are due to the combined effect of increased revenues and higher gross
margins due to product mix and customer mix, partially offset by higher S,G and
A and research and development costs.

Income Taxes

     Due to the significant net operating loss carry-forward, the Company pays
minimum income taxes which include state income taxes and federal income taxes,
based on an "alternative minimum tax" calculation.

Industry Factors

     The cable and broadband communications industry is undergoing significant
change as cable television (CATV) operators continue to expand and consolidate
their operations. Operators are also implementing new interactive services such
as video on demand, Internet access and telephony. In addition, competition for
video services has increased with new entrants, including telephone and
satellite providers. This has resulted in existing CATV operators planning to
expand and upgrade their distribution infrastructures and new providers planning
to construct new distribution systems capable of providing a mix of services.
There continues to be many unresolved issues and uncertainties impacting this
convergence of CATV and telecommunications industries, including governmental
regulations, competing distribution technologies, and significant capital costs.

                                       10
<PAGE>

     Demand for CATV monitoring products has increased as monitoring of cable
distribution systems has become an important factor in increasing operating
efficiency and reliability. As previously noted, the Company's operations were
adversely impacted in fiscal 1999 and during the first three quarters of fiscal
2000 by the combined impact of reduced revenues and the need to upgrade its
software products. The Company's operations are subject to the timing and
success of new product introductions and the scheduling of orders by customers.
The Company also continues to identify product development needs in excess of
its available development resources, which in the past has negatively impacted
its competitive position. The Company believes its strategic relationship with
NeST will allow the Company to become more responsive to market requirements.

Liquidity and Capital Resources

     In the first quarter of fiscal 2002, the Company consumed net cash of
$67,000 compared to generating net cash of $185,000 in the first quarter of
fiscal 2001. Although the Company was profitable in the first quarter of fiscal
2002, cash was consumed primarily due to an increase in accounts receivable. The
increase in accounts receivable is attrituable to the timing of sales during the
first quarter of fiscal 2002.

     During fiscal 1999, the Company received a $150,000 technology improvement
fund loan from the Ben Franklin Technology Center of Southeastern Pennsylvania.
The loan was for the initial phase development of the Company's Omni2000
software package. The loan principal is payable in quarterly installments of
$7,500 over five years. Interest is payable quarterly, contingent on the
commercial success of the product, in an amount equal to 3% of the product sales
for the immediately preceding quarter until a cumulative amount equal to 50% of
the loan has been repaid. The outstanding loan balance as of June 30, 2001 was $
83,000.

     The Company's line of credit is limited to $1,250,000 which was fully
borrowed and outstanding at June 30, 2001. Borrowings under the line are based
on 80% of the value of qualified accounts receivable. Under the terms of the
agreement, all the Company's assets are pledged and interest is payable at 2%
above prime.

     In June 1999, the Company entered into an agreement with its chairman,
Javad K. Hassan, whereby Mr. Hassan will provide a $500,000 line of credit to
the Company, with interest payable at 10%. Payment of all outstanding borrowings
and interest is due by December 31, 2001. No amounts were borrowed under this
line since its inception.

     Under the terms of the NeST development agreement, the Company has the
option to pay for NeST development services either in cash or by the issuance of
warrants to purchase AM Common Stock. The Company elected to issue NeST warrants
to purchase 4,234,018 shares of the Company's Common Stock, at an exercise price
of $.01 per share, in payment of $670,000 of NeST development services for the
period from November 1998 through April 3, 1999. The Company also issued
warrants to purchase 3,628,316 shares of the Company's Common Stock, at an
exercise price of $.01 per share, in payment of $1,157,197 of NeST development
services for the period from April 4, 1999 through January 1, 2000. Since
January 2, 2000, the Company has paid cash for NeST development services. As a
result of improved operations, the Company expects to pay ongoing NeST
development expenses in cash, but continues to have the option to issue warrants
up to a limit of 10 million total shares under the NeST Agreement.

                                       11
<PAGE>

     The Company's restructuring actions taken during fiscal 1999 and 2000
reduced operating cash expenses. The Company expects to continue to utilize the
NeST technology resources in India and NeSTronix for core development and
manufacturing efforts and provide ongoing support services to NeST based
businesses, which is expected to allow the Company to improve its operating cost
structure. The Company began experiencing positive results from this strategy
during fiscal 2000.

     Capital expenditures totaled $15,000 in the first quarter of fiscal 2002
and $19,000 in the first quarter of fiscal 2001 which included computers,
software, manufacturing assembly and test equipment, and test lab equipment.

      The Company believes that cash from profitable operations, available
lending lines and the ability to pay for NeST development services in cash or
warrants, will provide sufficient liquidity to support its operations through
the next fiscal year. However, should operating losses re-occur which cannot be
supported, the Company would expect to implement further actions to reduce
expenses or raise additional capital to enable continued execution of its
strategy. The Company has also announced its intention to execute certain new
strategic growth initiatives, which would require additional capital to support.
There can be no assurance that additional capital could be raised under
acceptable terms, if at all.





                           PART II. OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

      (a)     (1) Exhibits
              See end of exhibit list for footnote references indicated by
asterisks.

         *3-a.  (3.1) Restated Certificate of Incorporation of Registrant.

    ******3-b.  (3.1) Certificate of Amendment to Certificate of Incorporation
                of Registrant

         *3-c.  (3.2) Amended By-Laws of Registrant.

         *4-a.  (4.1) Specimen of Common Stock Certificate, par value $.10 per
                share.

     *****4-b.  (4.2) Warrant issued to NeST.

     *****9-a.  Voting Trust and Share Participation Agreement

       **10-a.  1991 Incentive Stock Option Plan.

      ***10-b.  Joint Development Agreement between AM Communications and
                Scientific-Atlanta dated May 1996.

      ***10-c.  Distribution Agreement and Manufacturing License dated
                June 14, 1996.

      ***10-d.  Registration Rights Agreement dated June 17, 1996.



                                       12
<PAGE>

      ***10-e.  Warrant Agreement dated June 17, 1996.

    *****10-f.  1999 Stock Option Plan.

    *****10-g.  Line of Credit Commitment Letter with Progress Bank dated
                June 29, 1999.

     ****10-h.  Services Agreement between the Company and Jay Hassan

     ****10-i.  Consulting Services Agreement between the Company and NeST.

    *****10-j.  Manufacturing Services Agreement between the Company and
                NeSTronix.  (Exhibit 10.1)

           11.  Statement re: Computation of Per Share Earnings (Exhibit 11)


                    *   Incorporated by reference to the Exhibit with the number
                        indicated parenthetically in Registrant's Registration
                        Statement on Form S-1, File No. 33-10163.

                   **   Incorporated by reference to the Exhibit number
                        indicated in Registrant's Annual Report on Form 10-K for
                        the fiscal year ended March 28, 1992.

                  ***   Incorporated by reference to the Exhibit number
                        indicated in Registrant's Annual Report on Form 10-KSB
                        for the fiscal year ended March 30, 1996.

                 ****   Incorporated by reference to the Exhibit number
                        indicated in Registrant's Report on Form 8-K dated
                        November 9, 1998.

                *****   Incorporated by reference to the Exhibit number
                        indicated in Registrant's Annual Report on Form 10-KSB
                        for the fiscal year ended April 3, 1999.

               ******   Incorporated by reference to the Exhibit number
                        indicated in Registrant's Annual Report on Form 10-KSB
                        for the fiscal year ended March 31, 2001.

     (b) No reports on Form 8-K have been filed for the period covered by this
report.


                                   SIGNATURES

Pursuant to the requirements 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.

                                         AM COMMUNICATIONS, INC.
                                                (Registrant)


Date:    August 14, 2001                 By:  /s/ H. Charles Wilson, III
       -----------------                    -------------------------------
                                             H. Charles Wilson, III
                                             Chief Accounting Officer




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