===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

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

                For the Quarterly Period Ended March 31, 2002

                                      OR

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

    For the transition period from                 to
                                   ----------------   ----------------

                         Commission File No. 0-25298

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


              Delaware                                   77-0161486
   (State or other jurisdiction                       (I.R.S. Employer
 of incorporation or organization)                  Identification Number)

                               1390 Kifer Road
                         Sunnyvale, California 94086
         (Address of principal executive offices, including zip code)

                                (408) 523-6500
             (Registrant's telephone number, including area code)


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


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


As of May 8, 2002, there were outstanding 55,860,123 shares of the Registrant's
Common Stock, par value $0.001 per share.

===============================================================================

<PAGE>


                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES

                                  FORM 10-Q

                                    INDEX

                     For the Quarter Ended March 31, 2002

<TABLE>
<CAPTION>

                                                                           Page
                                                                            No.
                                                                            ---
<S>    <C>                                                                  <C>
                        PART I. FINANCIAL INFORMATION


Item 1. Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets as of March 31, 2002
            and June 30, 2001..............................................   3

          Condensed Consolidated Statements of Operations for the Three
            Months and Nine Months Ended March 31, 2002 and 2001...........   4

          Condensed Consolidated Statements of Cash Flows for the Nine
            Months Ended March 31, 2002 and 2001...........................   5

          Notes to Condensed Consolidated Financial Statements.............   6

Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................  14

Item 3. Quantitative and Qualitative Disclosures About Market Risk.........  29


                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings..................................................  30

Item 4. Submission of Matters to a Vote of Security Holders................  31

Item 6. Exhibits and Reports on Form 8-K...................................  33

Signatures.................................................................  34

Exhibit Index..............................................................  35


</TABLE>

                                       2


<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share data)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                         March 31,   June 30,
                                                            2002       2001
                                                            ----       ----
<S>                                                       <C>        <C>
     ASSETS

Current assets:
  Cash and cash equivalents..............................  $ 30,730   $ 25,141
  Short-term investments.................................   105,067     98,887
  Accounts receivable, net of allowance for doubtful
    accounts of $3,923 and $3,198, respectively..........    13,567     18,347
  Inventories............................................     4,797      6,626
  Income tax receivable..................................    14,719         --
Prepaid expenses and other current assets................     5,110      6,884
                                                           --------   --------
    Total current assets.................................   173,990    155,885
                                                           --------   --------
Property and equipment, net..............................    19,548     18,448
Intangible assets, net...................................    22,721     29,337
Other assets.............................................       862        569
                                                           --------   --------
Total assets.............................................  $217,121   $204,239
                                                           ========   ========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable.......................................  $ 13,775   $  8,161
  Accrued expenses.......................................    17,073     13,680
  Deferred revenue.......................................     5,192      4,337
                                                           --------   --------
    Total current liabilities............................    36,040     26,178

Other long-term liabilities..............................       805        318
                                                           --------   --------
Total liabilities........................................    36,845     26,496
                                                           --------   --------

Commitments and contingencies (Note 5)

Stockholders' equity:
  Preferred stock, $0.001 par value; 2,000,000 shares
    authorized; none issued and outstanding as of March
    31, 2002 and June 30, 2001...........................        --         --

  Common stock, $0.001 par value; 130,000,000 shares
    authorized at March 31, 2002 and June 30, 2001;
    60,082,989 shares issued and 55,785,509 shares
    outstanding as of March 31, 2002; and 58,628,451
    shares issued and 54,330,971 shares outstanding as
    of June 30, 2001.....................................        60         59
  Additional paid-in capital.............................   245,733    229,280
  Treasury stock.........................................   (23,273)   (23,273)
  Accumulated deficit....................................   (43,714)   (29,461)
  Accumulated other comprehensive income.................     1,470      1,138
                                                           --------   --------
    Total stockholders' equity...........................   180,276    177,743
                                                           --------   --------
Total liabilities and stockholders' equity...............  $217,121   $204,239
                                                           ========   ========

</TABLE>

See accompanying notes to consolidated financial statements.


                                       3

<PAGE>


                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share data)
                                 (Unaudited)


<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                       -------------------  -------------------
                                          2002     2001       2002      2001
                                          ----     ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Revenues:
  Product revenues......................$ 35,122  $ 20,334  $ 89,007  $112,245
  Software and other revenues...........   6,974     7,396    22,678    27,106
                                        --------  --------  --------  --------
    Total revenues......................  42,096    27,730   111,685   139,351
                                        --------  --------  --------  --------
Cost of revenues and operating expenses:
  Cost of product revenues..............  19,957    14,889    52,862    68,089
  Cost of software and other revenues...     981     1,441     3,078     5,607
  Research and development expenses.....  13,161    12,450    39,167    39,922
  Selling, general and administrative
    expenses............................   7,423     7,635    22,517    26,800
  Restructuring charge..................     396     1,765     2,424     1,765
  Amortization of intangibles...........   3,046     3,679     9,520    11,037
                                        --------  --------  --------  --------
    Total cost of revenues and operating
      expenses..........................  44,964    41,859   129,568   153,220
                                        --------  --------  --------  --------
        Operating loss..................  (2,868)  (14,129)  (17,883)  (13,869)
Non-operating income, net...............   1,573     1,735     5,206     6,367
                                        --------  --------  --------  --------
        Loss before income taxes........  (1,295)  (12,394)  (12,677)   (7,502)
Income taxes............................     445       267     1,576     1,050
                                        --------  --------  --------  --------
         Net loss.......................$ (1,740) $(12,661) $(14,253) $ (8,552)
                                        ========  ========  ========  ========

Net loss per basic and diluted share....$  (0.03) $  (0.23) $  (0.26) $  (0.16)
                                        ========  ========  ========  ========

Shares used in computing basic and
  diluted net loss per share............  55,567    54,884    55,042    54,355
                                        ========  ========  ========  ========

</TABLE>

See accompanying notes to consolidated financial statements.


                                       4

<PAGE>

                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                          Nine Months Ended
                                                               March 31,
                                                      -------------------------
                                                           2002       2001
                                                           ----       ----
<S>                                                   <C>           <C>

Cash flows from operating activities:
  Net loss............................................... $ (14,253) $  (8,552)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
      Depreciation and amortization......................    14,757     16,814
      Other..............................................        82        106
      Changes in operating assets and liabilities:
        Accounts receivable..............................     5,052     (3,619)
        Inventories......................................     1,954      4,581
        Prepaid expenses, other current assets and
          other assets...................................     1,790      7,035
        Accounts payable and accrued expenses............     3,514     (8,818)
        Deferred income taxes, deferred revenue and
          other liabilities..............................     1,332         26
                                                           --------   --------
            Net cash provided by operating activities....    14,228      7,573
                                                           --------   --------

Cash flows from investing activities:
  Purchases of short-term investments....................   (86,983)   (96,017)
  Proceeds from matured short-term investments...........    81,135     89,987
  Additions to property and equipment, net...............    (6,288)    (6,216)
  Acquisition of Accel, net of cash acquired.............    (3,238)        --
                                                           --------   --------
            Net cash used in investing activities........   (15,374)   (12,246)
                                                           --------   --------

Cash flows from financing activities:
  Repayment of debt......................................        --         (7)
  Issuance of common stock, net..........................     6,735      9,851
  Treasury stock acquisitions............................        --    (12,016)
                                                           --------   --------
    Net cash provided by (used in) financing activities..     6,735     (2,172)
                                                           --------   --------

Net increase (decrease) in cash and cash equivalents.....     5,589     (6,845)
Cash and cash equivalents, beginning of period...........    25,141     19,100
                                                           --------   --------
Cash and cash equivalents, end of period.................  $ 30,730   $ 12,255
                                                           ========   ========

Supplemental information:
Cash paid during the period:
  Interest...............................................  $     --   $     58
                                                           ========   ========
  Income taxes...........................................  $  3,404   $  1,147
                                                           ========   ========

</TABLE>
See accompanying notes to consolidated financial statements.


                                       5

<PAGE>


                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

1. Basis of Preparation
   --------------------

     The accompanying unaudited condensed consolidated financial statements of
Oak Technology, Inc. and subsidiaries ("Oak" or the "Company") have been
prepared in conformity with accounting principles generally accepted in the
United States of America.  However, certain information or footnote disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission").  In the opinion of
management, the condensed consolidated financial statements reflect all
adjustments considered necessary for a fair presentation of the consolidated
financial position, operating results and cash flows for the periods presented.
The results of operations for the interim periods presented are not necessarily
indicative of the results that may be expected for the full fiscal year or in
any future period.  This quarterly report on Form 10-Q should be read in
conjunction with the audited consolidated financial statements and notes
thereto for the year ended June 30, 2001, included in the Oak Technology, Inc.
2001 Annual Report on Form 10-K filed with the Commission.


Reclassifications
-----------------

     Certain prior period amounts have been reclassified to conform to the
current period presentation.


Derivative Instruments and Hedging Activities
---------------------------------------------

     The Company periodically enters into economic hedges by purchasing foreign
exchange contracts as a hedge against foreign currency denominated accounts
receivables or fixed sales commitments.  The Company does not enter into
foreign exchange contracts for speculative or trading purposes.  As of March
31, 2002, the Company had short-term foreign currency exchange contracts with
face values of approximately $1,202,000 to purchase U.S. Dollars with Japanese
Yen for accounts receivables denominated in Japanese Yen and fixed purchase
commitments.  The impact of recording the fair values of the forward contracts
and unrealized gains or losses in the accounts receivable was not material for
the periods presented.


Recently Issued Accounting Standards
------------------------------------

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," that requires business combinations initiated after June 30,
2001, to be accounted for using the purchase method of accounting and broadens
the criteria for recording intangible assets separate from goodwill.  The
adoption of SFAS No. 141 does not change the method of accounting used in
previous business combinations accounted for under the pooling-of-interest
method.  The Company believes that the adoption of this statement will not have
a significant impact on its financial position, results of operations or cash
flows.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective for fiscal years beginning after December 15, 2001.
SFAS No. 142 requires, among other things, the discontinuance of goodwill
amortization.  In addition, the standard includes provisions upon adoption for
the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles.  As of
March 31, 2002, the Company had intangible assets with net carrying values of
approximately $22.7 million and a resulting amortization expense of
approximately $3.0 million for the quarter ended March 31, 2002 and $9.5
million for the nine months ended March 31, 2002 which is attributable to
business combinations initiated prior to the adoption of SFAS No. 142.  Oak
will adopt SFAS No. 142 effective July 1, 2002.  In lieu of amortization, the
Company will be required to periodically perform an impairment review of its
goodwill balance beginning with the initial adoption.


                                       6

<PAGE>

                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)

     The Company does not currently expect to record an impairment charge upon
completion of the initial review, however, there can be no assurance that at
the time the review is completed a material impairment charge will not be
recorded.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," that develops one accounting
model for long-lived assets that are to be disposed of by sale and expands the
scope of discontinued operations.  This Statement is effective for fiscal years
beginning after December 15, 2001.  Oak will adopt SFAS No. 144 effective July
1, 2002 and believes that the adoption of this statement will not have a
significant impact on its financial position, results of operations or cash
flows.


2. Inventories
   -----------

     Inventories are stated at the lower of cost (first in, first out) or
market and consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                          March 31,  June 30,
                                                            2002       2001
                                                            ----       ----
     <S>                                                  <C>        <C>
      Purchased parts and work in process................  $  2,743   $  3,724
      Finished goods.....................................     2,054      2,902
                                                           --------   --------
                                                           $  4,797   $  6,626
                                                           ========   ========

</TABLE>


3. Net Loss Per Share
   ------------------

     Basic and diluted net loss per share have been computed using the weighted
average number of shares of common stock and dilutive common equivalent shares
from stock options and warrants outstanding during the period in accordance
with Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share."  As the Company was in a loss position for all periods presented, there
were no differences between basic and dilutive loss per share.  The following
table provides a reconciliation of the components of the basic and diluted net
loss per share computations (in thousands, except per share data):


<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                       -------------------  -------------------
                                          2002     2001       2002      2001
                                          ----     ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Net loss from continuing operations.... $ (1,740) $(12,661) $(14,253) $ (8,552)
                                        ========  ========  ========  ========

Basic common shares....................   55,567    54,884    55,042    54,355

Effect of dilutive securities:
  Common stock options.................       --        --        --        --
                                        --------  --------  --------  --------
Dilutive weighted average shares.......   55,567    54,884    55,042    54,355
                                        ========  ========  ========  ========

Net loss per share from continuing
  operations:
  Basic................................ $  (0.03) $  (0.23) $  (0.26) $  (0.16)
                                        ========  ========  ========  ========
  Diluted.............................. $  (0.03) $  (0.23) $  (0.26) $  (0.16)
                                        ========  ========  ========  ========

</TABLE>


                                       7

<PAGE>

                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)

     For the three and nine month periods ended March 31, 2002, there were
approximately 238,000 and 2,331,000 weighted average options outstanding,
respectively, which were excluded from the calculation of diluted weighted
average shares outstanding as inclusion of these options would have had an
anti-dilutive effect.

     Similarly, for the three and nine month periods ended March 31, 2001,
there were approximately 3,347,000 and 7,260,000 weighted average options to
purchase shares, respectively, which were excluded from the calculation of
diluted weighted average shares outstanding as inclusion of these shares would
have had an anti-dilutive effect.


4. Acquisitions
   ------------

     On July 5, 2001, the Company acquired privately held Accel Technology,
K.K. ("Accel") a company based in Osaka, Japan which develops the mechanical
construction and design of computers and relevant equipment, such as CD-R/RW
drives and DVD players.  This acquisition allows Oak to move more quickly into
the consumer space by providing turnkey platforms to consumer electronics
customers to minimize their development efforts.  The Company paid
approximately $3.2 million in cash for all the outstanding common shares and
stock options of Accel.  The transaction has been accounted for under SFAS No.
141, "Business Combinations," using the purchase method of accounting.  The
results of operations of Accel have been included in the results of Oak's
consolidated financial statements from July 12, 2001.  The historical
operations of Accel are not material to the financial position or results of
operations of the Company; therefore, no pro forma information is presented.
The acquisition resulted in goodwill of approximately $2.9 million, which is
not being amortized in accordance with the provisions of SFAS 142.


5. Contingencies
   -------------

     The Company and various of its current and former officers and directors
are parties to a consolidated class action lawsuit filed on behalf of all
persons who purchased or acquired the Company's common stock (excluding the
defendants and parties related to them) for the period July 27, 1995 through
May 22, 1996.  This state court proceeding, designated IN RE OAK TECHNOLOGY
SECURITIES LITIGATION, Master File No. CV758510 was filed in Santa Clara County
Superior Court in Santa Clara, California.  The plaintiffs alleged violations
of California securities laws and statutory deceit provisions as well as
breaches of fiduciary duty and abuse of control.  The plaintiffs sought
unspecified monetary damages.  After several rounds of demurrers, the court
dismissed all claims except the California Corporations Code Sections
25400/25500 cause of action against the Company, four officers and the
Company's investment bankers and securities analysts.

     On July 16, 1998, the court provisionally certified a national class of
all persons who purchased the Company's stock during the class period.  On
August 5, 2000 the court granted Company's motion for summary judgment and
entered judgment in favor of the Company.  The plaintiffs have appealed the
court's decision which is currently under review by the Sixth District Court of
Appeal.  Based on its current information, the Company believes this suit to be
without merit and will continue to defend its position vigorously.  Although it
is reasonably possible the court's ruling may be overturned on appeal and the
Company may incur a loss upon an adverse conclusion of these claims, an
estimate of any such loss cannot be made.

     Additionally, various of the Company's current and former officers and
Directors are defendants in three consolidated derivative actions pending in
Santa Clara County Superior Court in Santa Clara, California, entitled IN RE
OAK TECHNOLOGY DERIVATIVE ACTION, Master File No. CV758510.  This lawsuit,
which asserts a claim for breach of fiduciary duty and a claim under California
securities law based upon the officers' and Directors' trading in securities of
the Company, has been stayed pending resolution of the above described class
actions.  The plaintiffs are seeking monetary damages, equitable relief and an
accounting for the defendants' sales of shares of the Company's common stock.
Based on its current information, the Company believes the suits to be without
merit and will defend its position vigorously.  Although it is reasonably
possible the Company may incur a loss upon conclusion of these claims, an
estimate of any such loss cannot be made.


                                       8

<PAGE>

                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)


     If any of the above pending actions are decided adversely to the Company,
it would likely have a material adverse affect on the Company's financial
condition, cash flows and results of operations.

     On July 21, 1997, the Company filed a complaint with the ITC based on the
Company's belief that certain Asian companies were violating U.S. trade laws by
the unlicensed importing or selling of certain CD-ROM controllers that
infringed one or more of the Company's United States patents.  The complaint
sought a ban on the importation into the United States of the named
respondent's infringing CD-ROM controllers or products containing such
infringing CD-ROM controllers.

     The Company's complaint identified as proposed respondents: United
Microelectronics Corporation (UMC); Lite-On Group; Lite-On Technology Corp.;
Behavior Tech Computer Corp. and Behavior Tech Computer (USA) Corp.  Prior to
the ITC's institution of the formal investigation proceeding, the Company and
UMC entered into a settlement agreement, effective July 31, 1997, pursuant to
which UMC agreed to cease and desist the manufacture and/or importation into
the United States of its specified CD-ROM controllers, except under certain
limited conditions which expired on January 31, 1998.  The settlement agreement
additionally provided for the withdrawal of the Company's ITC complaint against
UMC and the above named Lite-On and Behavior Tech companies.

     On October 27, 1997, the Company filed a complaint in the United States
District Court, Northern District of California against UMC for breach of
contract, breach of the covenant of good faith and fair dealing and fraud based
on UMC's breach of the settlement agreement arising out of the ITC action.  On
December 24, 1997, UMC answered the Company's complaint and counterclaimed by
asserting causes of action for rescission, restitution, fraudulent concealment,
mistake, lack of mutuality, interference and declaratory judgment of non-
infringement, invalidity and unenforceability of the Oak patent that was the
subject of the original ITC action filed against UMC. In a related action to
the lawsuit that was commenced by the Company against UMC, on December 19,
1997, MediaTek, a UMC affiliated, Taiwanese entity, filed a complaint in the
United States District Court, Northern District of California, against the
Company for declaratory judgment of non-infringement, invalidity and
unenforceability of the Oak patent that was the subject of the original ITC
action against UMC, and intentional interference with prospective economic
advantage.   The Company filed its answer on January 8, 1998, denying all the
allegations.  The Company believes UMC's counterclaims and Mediatek's claims to
be without merit.  On June 11, 1998, the cases were consolidated for all
purposes and stayed under 28 U.S.C. Section 1659, based on the judge's
conclusion that the civil action involves the same issues before the
International Trade Commission, initiated by Oak as a result of the alleged
breach of the settlement agreement.  The stay was lifted due to the final
resolution of the ITC investigation and the decision of the Federal Circuit
Court of Appeals on May 2, 2001 affirming the ITC's determination that there
was no infringement of the Company's U.S. Patent No. 5,581, 715. The Federal
Circuit Court of Appeals did not review the Commission's determination that the
Company's U.S. Patent No. 5,581,715 was valid and enforceable.

     As a result of the decision rendered by the Federal Circuit Court of
Appeals the stay was lifted on the consolidated action pending in the United
States District Court, Northern District of California, and the parties are
proceeding with the litigation.

     If any of the above pending actions with respect to UMC and MediaTek are
decided adversely to the Company, it would likely have a material adverse
affect on the Company's financial condition, cash flows and results of
operations.

     On January 4, 2001 Samsung Electronics, a customer of the Company's
Imaging Group, received a notification from Pitney Bowes alleging that the
resolution enhancement technology (iRET) Samsung licensed from Xerographic
Laser Images Corporation, Inc. ("XLI") in 1996 infringes Pitney Bowes U.S.
Patent No. 4,386,272 ("272 patent").  XLI is a merged subsidiary of the Company
as a result of an acquisition in the first quarter of Fiscal Year 1999.  The
terms of the agreement for the licensing of the iRET technology to Samsung
require the Company, as successor in interest to XLI's assets and liabilities,
to defend and indemnify Samsung from claims alleging the iRET technology
supplied to Samsung infringes the intellectual property rights of a third
party.  On June 18, 2001 Pitney Bowes filed a complaint in the District Court
of Connecticut, naming Samsung and others, claiming infringement of the '272
patent.  On June 28, 2001 Samsung formally requested the Company to defend
Samsung.


                                       9

<PAGE>

                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)

XLI customers Sharp Corporation, and Minolta-QMS, Inc. are also subject to
Pitney Bowes allegation of infringement of the '272 patent, and have formally
requested the Company to defend and indemnify them pursuant to the terms of
their agreements.  Minolta-QMS, Inc. has entered into a separate settlement
agreement with Pitney Bowes, and is no longer part of the current litigation.
On September 7, 2001, the Company filed a motion to intervene in the District
Court of Connecticut which was granted on December 12, 2001.  On February 5,
2002, this action was transferred to the United States District Court, District
of Kentucky.  The parties are proceeding with this litigation.

     If the above pending action, with respect to the Company's indemnification
obligation in such action, is decided adversely, it would likely have a
material adverse affect on the Company's financial condition, cash flows and
results of operations.


6. Restructuring
   -------------

     During the second quarter of fiscal 2002, Oak recorded restructuring
charges of $2.0 million related to the reduction in force due to the
restructuring of the overall business and the planned abandonment of an
existing office space.  This represented the reduction in force of
approximately 30 employees.  For the quarter ended March 31, 2002, the Company
became exposed to probable losses on a sublease where the tenant experienced
financial difficulty and abandoned the facility with approximately five years
remaining on the sublease.  This abandonment during a difficult economic period
for commercial real estate, net of other restructuring adjustments, resulted in
a net charge of $396,000 to the March quarter.  The Company expects that the
remaining amounts payable under the terms of the sublease will be paid in cash
prior to March 31, 2003. All provision amounts utilized in fiscal 2002
represents actual cash payments made. The expenses relating to the
restructuring charges for the nine months ended March 31, 2002 are summarized
as follows (in thousands):

<TABLE>
<CAPTION>

                                   Provision     Provision
                    Balance at    Recorded in   Utilized in     Balance at
                  June 30, 2001   Fiscal 2002   Fiscal 2002   March 31, 2002
                  -------------   -----------   -----------   --------------
<S>               <C>             <C>           <C>             <C>
Severance.........   $    --        $ 1,335       $ 1,255         $    80
Facilities........       732          1,089           330           1,491
Other.............        99             --            83              16
                     -------        -------       -------         -------
                     $   831        $ 2,424       $ 1,668         $ 1,587
                     =======        =======       =======         =======

</TABLE>

7. Segment Information
   -------------------

     SFAS No. 131 establishes standards for the reporting by public business
enterprises of information about operating segments, products and services,
geographic areas, and major customers. The method for determining what
information to report is based on the way that management organizes the
operating segments within the Company for making operational decisions and
assessments of financial performance. The Company's chief operating decision-
maker is considered to be the Chief Executive Officer ("CEO").

     For fiscal year 2001 and 2002, the Company has two reportable segments
which offer different product lines to each of its target markets: Optical
Storage Group and Imaging Group.  The Optical Storage Group provides high-
performance controllers for CD-RW drives and Combo drives (combination DVD and
CD-RW) to OEM's who serve the optical storage market.  The Imaging Group
provides high-performance imaging systems for the digital imaging environment,
including products used in digital laser copiers and printers as well as
multifunction peripherals.   The Company evaluates operating segment
performance based on net revenues and direct operating expenses of the segment.
The accounting policies of the operating segments are the same as those
described in the summary of accounting policies.  No segments have been
aggregated.  The Company does not allocate assets to its individual operating
segments.


                                      10

<PAGE>


                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)


     Information about reported segment income or loss is as follows for the
three and nine months ended March 31, 2002 and 2001 (in thousands):

<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                       -------------------  -------------------
                                          2002     2001       2002      2001
                                          ----     ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Net revenues:
  Optical Storage....................   $ 30,601  $ 15,454  $ 76,427  $ 92,659
  Imaging............................     11,495    12,276    35,258    46,692
                                        --------  --------  --------  --------
                                        $ 42,096  $ 27,730  $111,685  $139,351
                                        ========  ========  ========  ========

Cost of goods sold and direct
  operating expenses:
  Optical Storage....................   $ 26,430  $ 19,748  $ 71,040  $ 82,543
  Imaging............................      7,496     8,668    22,469    31,189
                                        --------  --------  --------  --------
                                        $ 33,926  $ 28,416  $ 93,509  $113,732
                                        ========  ========  ========  ========

Contribution margin:
  Optical Storage....................   $  4,171  $ (4,294) $  5,387  $ 10,116
  Imaging............................      3,999     3,608    12,789    15,503
                                        --------  --------  --------  --------
                                        $  8,170  $   (686) $ 18,176  $ 25,619
                                        ========  ========  ========  ========

</TABLE>

     A reconciliation of the totals reported for the operating segments to the
applicable line items in the condensed consolidated financial statements for
the three and nine months ended March 31, 2002 and 2001, is as follows (in
thousands):

<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                       -------------------  -------------------
                                          2002     2001       2002      2001
                                          ----     ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Contribution margin from operating
  Segments............................. $  8,170  $   (686) $ 18,176  $ 25,619
  Indirect operating expenses..........    5,715     6,026    18,878    20,909
  Depreciation expense.................    1,881     1,973     5,237     5,777
  Restructuring charge.................      396     1,765     2,424     1,765
  Amortization of intangibles..........    3,046     3,679     9,520    11,037
                                        --------  --------  --------  --------
Total operating loss...................   (2,868)  (14,129)  (17,883)  (13,869)
  Non-operating income, net............    1,573     1,735     5,206     6,367
                                        --------  --------  --------  --------
  Loss before income taxes............. $ (1,295) $(12,394) $(12,677) $ (7,502)
                                        ========  ========  ========  ========

</TABLE>

     Indirect operating expenses include all costs and expenses not
specifically charged to the operating segments in the financial information
reviewed by the Company's chief operating decision-maker.  These include
various overhead and indirect sales expenses as well as corporate marketing and
general and administrative expenses.

     The Company maintains significant operations in the United States, United
Kingdom, Taiwan and Japan.  Activities in the United States consist of
corporate administration, product development, logistics and worldwide sales



                                      11

<PAGE>


                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)


management.  Foreign operations consist of regional sales and limited board-
level manufacturing and engineering support services.

     The distribution of net revenues for the three and nine months ended March
31, 2002 and 2001 are as follows (in thousands):


<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                       -------------------  -------------------
                                          2002     2001       2002      2001
                                          ----     ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Revenue from unaffiliated customers
  originating from:
  North America........................ $  3,906  $  4,315  $ 14,294  $ 22,522
  Japan................................   13,350    15,246    41,077    55,017
  Korea................................   13,812     7,589    28,808    50,224
  Taiwan...............................    4,301        --    12,115     9,230
  Philippines..........................    5,792        --    11,251        --
  Europe...............................      778       544     1,764     1,675
  Other................................      157        36     2,376       683
                                        --------  --------  --------  --------
                                        $ 42,096  $ 27,730  $111,685  $139,351
                                        ========  ========  ========  ========

</TABLE>

     For the three months ended March 31, 2002, three customers accounted for
32%, 14% and 11% of total revenues, respectively.  For the same period of the
prior fiscal year, three customers accounted for 23%, 18% and 11% of total
revenues, respectively.  All of these customers are attributable to the optical
storage group.

     For the nine months ended March 31, 2002, two customers of the optical
storage group accounted for 25% and 11% of total revenues, respectively, and
one customer of the imaging group accounted for 11% of total revenues.  For the
same period of the prior fiscal year, a customer of the optical storage group
accounted for 29% of total revenues and one customer of the imaging group
accounted for 10% of total revenues.

     As of March 31, 2002, three customers accounted for 21%, 17%, and 10% of
total net accounts receivable, respectively, and as of June 30, 2001, four
customers accounted for 21%, 19%, 15% and 10% of total net accounts receivable,
respectively.


8. Comprehensive Loss
   ------------------

     The following table presents the calculation of comprehensive loss as
required by SFAS 130.  The components of comprehensive loss, net of tax, are as
follows (in thousands):

<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                       -------------------  -------------------
                                          2002     2001       2002      2001
                                          ----     ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Net loss..............................  $ (1,740) $(12,661) $(14,253) $ (8,552)
  Other comprehensive income (loss):
    Change in unrealized gain (loss)
      on investments, net.............    (1,813)   (1,146)      332   (10,016)
                                        --------  --------  --------  --------
Total comprehensive loss..............  $ (3,553) $(13,807) $(13,921) $(18,568)
                                        ========  ========  ========  ========

</TABLE>


                                      12

<PAGE>


                    OAK TECHNOLOGY, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 (Unaudited)


9. Income Taxes
   ------------

     For the three and nine months ended March 31, 2002 and March 31, 2001, the
Company recorded tax expense based on actual taxes incurred.


                                      13

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Except for the historical information contained herein, the matters discussed
in this Report on Form 10-Q may be considered "forward-looking" statements
within the meaning of Section 27a of the Securities Act of 1933, as amended,
and Section 21e of the Securities Act of 1934, as amended.  Such statements
include declarations regarding the intent, belief or current expectations of
Oak and its management.  Such forward-looking statements are not guarantees of
future performance and involve a number of risks and uncertainties.  Actual
results could differ materially from those indicated by such forward-looking
statements.  Oak undertakes no obligation to publicly release the results of
any revision to these forward-looking statements which may be made to reflect
events or circumstances after the dates hereof or to reflect the occurrence of
unanticipated events.  Among the important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements are: (i) that the information is of a preliminary nature and may be
subject to further adjustment, (ii) variability in Oak's quarterly operating
results, (iii) general conditions in the semiconductor industry and overall
economic market, (iv) risks related to pending legal proceedings, (v)
development by competitors of new or superior products or the entry of new
competitors into Oak's markets, (vi) Oak's ability to diversify its product and
market base by developing and introducing new products within designated market
windows at competitive price and performance levels, (vii) willingness of
prospective customers to design Oak's products into their products, (viii)
availability of adequate foundry capacity and access to process technologies,
(ix) Oak's ability to protect its proprietary information and obtain adequate
access to third party technology on acceptable terms, (x) risks related to use
of independent manufacturers and third party assembly and test vendors, (xi)
dependence on key personnel, (xii) reliance on a limited number of large
customers, (xiii) dependence on sales of CD-RW and Combo controller products
and the PC market, (xiv) risks related to international business operations,
(xv)  Oak's ability to maintain adequate price levels and margins with respect
to its products, (xvi) risks related to acquisitions, (xvii) the ability to
attract and retain qualified management and technical personnel and (xviii)
other risks identified from time to time in Oak's reports and registration
statements filed with the Securities and Exchange Commission.


General
-------

     Oak Technology, Inc. and subsidiaries ("Oak" or the "Company") designs,
develops and markets high performance embedded software and integrated
semiconductor solutions to original equipment manufacturers worldwide that
serve the optical storage and digital imaging markets.  Our products consist
primarily of embedded software, integrated circuits and supporting software and
firmware to provide a complete solution for customers, thereby enabling them to
deliver cost effective, powerful systems to end users for home and business
use.  Our mission is to be a leading solutions provider for the storage and
distribution of digital content.

     In fiscal 2000, Oak restructured its operations along its two re-organized
market-focused groups: the Optical Storage Group and the Imaging Group.  The
Imaging Group is comprised of the combination of Oak's Xionics subsidiary and
the Pixel Magic subsidiary (which includes XLI), serving the digital imaging
equipment market.

     For the results of operations for the three and nine months ended March
31, 2002 and 2001, we reported a net loss of $1.7 million and $14.3 million,
respectively compared to net losses of $12.7 million and $8.6 million recorded
for the three and nine month periods, respectively, of the prior fiscal year.
The higher net loss incurred in the third quarter of fiscal 2001 compared to
fiscal 2002 is a result of the decreased revenues experienced during the third
quarter of the prior fiscal year in which revenues of $27.7 million was
recorded compared to the $60.6 million recorded during the second quarter of
the prior fiscal year.  This sudden decline was a result of the slowdown in the
PC industry and a decrease in overall global economic conditions experienced at
that time.  Although the overall global economic condition still continues to
be uncertain, the Company has been able to increase revenues each quarter
during fiscal 2002.  Oak continues to develop its next generation CD-RW
products with it's CD-RW drive manufacturer customers.  However, the Company
cannot predict the future level of customer acceptance of the product and the
product's impact on operating results.


                                      14

<PAGE>

     Oak's quarterly and annual operating results have been, and will continue
to be, affected by a wide variety of factors that could have a material adverse
effect on revenues and profitability during any particular period, including
competitive pressures on selling prices, availability and cost of foundry
capacity and raw materials, fluctuations in yield, loss of any strategic
relationships, its ability to introduce new products in a timely fashion in
accordance with OEM design requirements and design cycles, rate of adoption of
new technology, rate of growth of the CD-RW market, changes in product mix or
distribution channels, demand for semiconductors and end-user products
incorporating semiconductors, technological difficulties and resource
constraints encountered in developing and/or using new products, new product
introductions by its competitors, and market acceptance of product sold by both
Oak and its customers.

     In addition, our operating results are subject to fluctuations in the
markets for our customers' products, particularly the consumer electronics and
personal computer markets, which have been severely impacted by the current
slow down in the semiconductor industry and the overall weak macro-economic
environment.  Oak has devoted a substantial portion of its research and
development efforts in recent quarters to developing chips used in DVD systems,
CD-RW drives and inkjet multi-function peripherals.  Our DVD, CD-RW, and
digital imaging products are subject to the new product risks described in the
preceding paragraph, including in particular our ability to timely introduce
these products and the market's acceptance of them, which could have a
materially adverse effect on our operating results.


Results of Operations
---------------------

     Net Revenues. Net revenues increased 52% to $42.1 million for the three
     ------------
months ended March 31, 2002 from $27.7 million in the comparable period of
fiscal 2001.  The year over year increase in quarterly revenues is the result
of a particularly low amount of revenues experienced during the third quarter
of the fiscal 2001 because of a slowdown in PC related markets and an
oversupply of inventory in the sales channel at that time.

     For the nine months ended March 31, 2002, net revenues decreased 20% to
$111.7 million from $139.4 million in the same period of the prior year.  The
year over year decrease in revenues is the result of a continued global
economic slowdown, more specifically the slowdown in PC related markets,
increased competition in CD-RW and changes in the Imaging business model
compared to the same period of the prior fiscal year.

     Net revenues in the Optical Storage business segment were $30.6 million
for the third quarter of fiscal 2002, representing a 97% increase from the
segment's net revenues of  $15.5 million reported in the same period of fiscal
2001.  Net revenues in the Optical Storage business segment decreased 18% to
$76.4 million for the nine months ended March 31, 2002 compared to $92.7
million recorded in the same period of the prior year.  In retrospect it is now
generally understood that in the fall of 2000 the PC market was being oversold
and an inventory build was taking place within the industry.  In general, the
effects of the over build and slowdown in the PC market did not affect the
Company until the March 2001 quarter in which a sudden decrease was experienced
during the March 31, 2001 quarter.  The success in the third fiscal quarter of
2002 was also due to a strong quarter for the Optical Controller market in
general, continued strength from an excellent reception for Oak's 9797
platforms for 24 and 32X applications.

     Net revenues for the Imaging business segment were $11.5 million for the
three months ended March 31, 2002, representing a 7% decrease over the $12.3
million reported in the same quarter of fiscal 2001.  Net revenues for the
Imaging business segment decreased to $35.3 million, or 24% for the nine months
ended March 31, 2002 compared to $46.7 million recorded during the same period
of the prior year.  The decrease is primarily the result of a fiscal 2001 mid
year change in business model with regard to imaging software and, to a lesser
extent, a decline in revenues of imaging hardware products and Custom Print
Drivers due to changes in the market where the revenues from the Company's
older compression products are declining and companies are moving toward a
Unified Print Driver Strategy.   Over the past year, the Company has been
shifting its business model for PDL software revenues to share more directly in
profit opportunities with our customers.  In the past, the Company had licensed
its PDL software technology to some customers and had received a fixed fee from
them over the life of the contract, at the end of which, the customer would
have had a paid up license to the technology.  The Company's new practice has
been to negotiate a royalty arrangement instead of a license fee, which allows
Oak to have a participation in its


                                      15

<PAGE>


customers' success and which Oak believes offers better long term potential.
The Company expects legacy hardware revenues and Custom Printer Driver Revenues
to decline while software royalty revenues should grow over the next several
quarters resulting in a relatively stable overall revenue trend.

     Cost of Revenues.  Cost of revenues includes the cost of wafer
     ----------------
fabrication, assembly, and testing performed by third-party vendors, and direct
and indirect costs associated with the procurement, scheduling and quality
assurance functions performed by the Company.  The Company's total gross margin
increased to 50% for the quarter ended March 31, 2002, as compared to 41%
during the comparable period in the prior year.  For the nine months ended
March 31, 2002, the Company's total gross margin increased to 50% compared to
47% in the same period of the prior year.

     Gross margin for the Optical Storage business segment was 40% for the
third quarter of fiscal 2002 compared to 17% for the comparable quarter of the
prior fiscal year and 37% for the nine months ended March 31, 2002 compared to
34% for the comparable period of the prior fiscal year.  The gross margin for
the Optical Storage business segment for the three months ended March 31, 2001
was lower due to a non-recurring inventory reserve charge of approximately $2.4
million recorded in the same period of the prior fiscal year.  Absent the
charge in inventory reserve, the margin would have been 37% for the quarter
ended March 31, 2001.  The remaining increase in gross margins for the three
months ended March 31, 2002 was a result of a combination of improved
manufacturing efficiency and cost reductions.  During the nine month period
ended March 31, 2001, the Company recorded a $4.4 million non-recurring
inventory reserve charge.  Absent this charge, the margin for this period would
have been 39%.  The decrease in gross margin for the nine month period ended
March 31, 2002 compared to the comparable period in the prior fiscal year is a
result of decreased margins experienced in the first two quarters of fiscal
2002 due to erosions in average selling price (ASP) typical in a competitive
market based environment for high technology products.

     Gross margin for the Imaging business segment was 79% for the third
quarter of fiscal year 2002, as compared to the 71% reported in the third
quarter of fiscal 2001.  Gross margin for the Imaging business for the nine
months ended March 31, 2002 was 78% compared to 73% for the same period in the
prior year.  The margins for the quarter and nine month period ended March 31,
2002 are higher due to a non-recurring inventory reserve charge recorded during
the third quarter of the prior fiscal year of approximately $0.5 million.
Absent this charge, the gross margins for the prior periods would have been
comparable for the periods presented.  The change in the imaging business model
as described above has also contributed to an increase in software margins.

     The Company's overall gross margin is subject to change due to various
factors, including, among others, competitive product pricing, yields, product
mix, wafer, assembly and test costs.  The Company expects that average selling
prices for its existing products will continue to decline over time and that
the average selling prices for each new product will decline significantly over
the life of the product.  Given the extremely competitive nature of the optical
storage and consumer market, the Company believes that gross margins for new
products in its optical storage market and consumer market will be lower than
historical levels and, as a result, gross margins in general will decline in
the future.

     Research and Development Expenses.  Research and development costs are
     ---------------------------------
expensed as incurred.  Research and development expenses of $13.2 million for
the quarter ended March 31, 2002 increased $0.7 million, or 6%, from the $12.5
million recorded in the comparable period of the previous fiscal year.
Research and development expenses for the nine months ended March 31, 2002
decreased 2% to $39.2 million from the $39.9 million recorded in the same
period of the prior year.  The slight increase for the third quarter of fiscal
2002 compared to the same period in the prior fiscal year was primarily
attributable to the increase in rent and facility costs related to the new
corporate office space.   The slight decrease for the nine months ended March
31, 2002 compared to the same period of the prior fiscal year is attributable
to the decrease in headcount related expenses that were not recorded during the
current fiscal year and, to a lesser extent, decreases in consulting expenses
offset by an increase in technology license fees.  Research and development
expenses increased as a percentage of net revenues for the third quarter of
fiscal 2002 over the comparable period in the prior fiscal year and decreased
for the nine months ended March 31, 2002 compared to the same period of the
prior fiscal year primarily due to the fluctuations in the Company's net
revenues for these periods.  The Company will continue to invest substantial
resources in research and development of new products in the Company's target
markets: optical storage and digital imaging.


                                      16

<PAGE>

     Selling, General and Administrative Expenses.  Selling, general and
     --------------------------------------------
administrative (SG&A) expenses decreased by 3% to $7.4 million for the three
months ended March 31, 2002 from $7.6 million in the comparable period of the
prior year.  SG&A expenses decreased 16% to $22.5 million for the nine months
ended March 31, 2002 compared to $26.8 million in the same period of the prior
year.  The decrease for the third quarter of fiscal 2002 compared to the same
period of the prior fiscal year was primarily attributable to the decrease in
consulting expenses offset by an increase in rent and facility costs related to
the new corporate office space.  The decrease in the nine month period ended
March 31, 2002 compared to the same period of the prior year was primarily
related to the reduction in headcount during the period as well as a reduction
in sales expenses due to lower revenues during the nine month period ended
March 31, 2002 as compared to the same period of the prior fiscal year.  SG&A
expenses increased as a percentage of net revenues for the third quarter of
fiscal 2002 over the comparable period in the prior fiscal year and decreased
for the nine months ended March 31, 2002 compared to the same period of the
prior fiscal year primarily due to the fluctuations in the Company's net
revenues for these periods.

     Restructuring Charge.  During the second quarter of fiscal 2002, Oak
     --------------------
recorded restructuring charges of $2.0 million related to the reduction in
force due to the restructuring of the overall business and the planned
abandonment of an existing office space. During the third quarter of fiscal
2002, the Company recorded a restructuring charge of $854,000 related to losses
on a sublease where the tenant experienced financial difficulty and abandoned
the facility with approximately five years remaining on the sublease.  This
charge was offset by a $458,000 recovery of unutilized charges recorded
previously resulting in a net charge of $396,000 during the March quarter.
During the third quarter of fiscal 2001, the Company accrued $2.6 million as
restructuring charges. Approximately $0.9 million was accrued for the planned
abandonment and sublease of the excess space resulting in the reduction in
force in its leased facility in Woburn, Massachusetts and the permanent
abandonment of the leased facility in Boise, Idaho.  Approximately $1.7 million
was accrued for employee severance and benefits.  These charges were offset by
a $0.8 million recovery related to a settlement of the March 31, 2000
restructuring accrual resulting in a net charge of $1.8 million for the quarter
ended March 31, 2001.

     Amortization of Intangibles.  Amortization of intangible assets was $3.0
     ---------------------------
million for the three months ended March 31, 2002, a decrease of $0.7 million
or 19% from the $3.7 million recorded in the same period of the prior fiscal
year.  For the nine months ended March 31, 2002, amortization of intangible
assets decreased 14% to $9.5 million from the $11.0 million recorded in the
same period of the prior year.  The year over year decrease is a result of the
completion of amortization of certain intangible assets as they became fully
amortized.

     Other Non-operating Income.  During the third quarter of fiscal 2002, non-
     --------------------------
operating income decreased to $1.6 million from the $1.7 million recorded
during the same quarter of fiscal 2001.  Non-operating income decreased 19% to
$5.2 million for the nine months ended March 31, 2002 from $6.4 million
recorded in the same period of the prior year.  The amount was higher in the
prior year due to a decline in interest income primarily as a result of a year
over year decrease in interest rates.  The decrease in the nine month period
ended March 31, 2002 compared to the same period of the prior fiscal year also
reflects a decrease due to interest received in conjunction with an income tax
refund in the prior year.

     Income Taxes.  For the third quarter of fiscal 2002 and for the nine
     ------------
months ended March 31, 2002, tax expense was based on actual taxes incurred.
Management does not yet believe it is more likely than not that sufficient
future taxable income will be generated to realize all of the Company's
deferred tax assets.  Accordingly, a valuation allowance existed against
substantially all of the deferred tax assets as of June 30, 2001 and March 31,
2002.  No income tax benefit was recognized with respect to operating losses
incurred in the third quarter of fiscal 2002 and for the nine months ended
March 31, 2002.


                                      17

<PAGE>


Liquidity and Capital Resources
-------------------------------

     Since its inception, Oak has financed its cash requirements from cash
generated from operations, the sale of equity securities, bank lines of credit
and long-term and short-term debt.  Oak's principal sources of liquidity as of
March 31, 2002 consisted of approximately $135.8 million in cash, cash
equivalents and short-term investments.  Oak also has approximately $7.7
million in lines of letters of credit with Taiwanese financial institutions,
all of which were available at March 31, 2002.

     Oak's working capital increased by $8.3 million to $138.0 million as of
March 31, 2002 from $129.7 million as of June 30, 2001. The increase was
primarily attributable to a portion of an I.R.S. refund claim filed during the
third quarter of fiscal 2002 related to tax benefit from stock option
exercises.  Oak's short-term investments were principally invested in
investment grade, interest-bearing securities.

     Oak's cash provided by operating activities increased to $14.2 million for
the nine months ended March 31, 2002 compared to $7.6 million for the same
period of fiscal 2001.  Cash provided by operating activities for the nine
months ended March 31, 2002 was primarily a result of net changes in operating
assets and liabilities which includes decreases in accounts receivables,
inventories, and prepaid expenses, other current assets and other assets
totaling $8.8 million as well as an increase in accounts payable, accrued
expenses and other liabilities of $4.8 million.  This was offset by a loss of
$14.3 million less the add back of depreciation and amortization of $14.8
million recorded during the period.

     Oak's investing activities during the nine months ended March 31, 2002
used cash of $15.4 million compared to $12.2 million during the same period of
the prior year.  Cash used in investing activities during the current period
resulted primarily from net purchases of short-term investments of $5.9
million, purchases of property and equipment of $6.3 million as well as the
purchase of Accel, net of cash acquired, of $3.2 million.

     Oak's financing activities during the nine months ended March 31, 2002
provided cash of $6.7 million compared to the utilization of $2.1 million
during the same period of the prior year.  The cash provided by financing
activities during the nine months ended March 31, 2002 was a result of
issuances of common stock through the exercise of employee stock options and
the employee stock purchase plan.

     We believe that our existing cash, cash equivalents, short-term
investments and credit facilities will be sufficient to provide adequate
working capital and to fund operations over the next twelve months.  If,
however, during the next twelve to eighteen month period we fail to increase
our revenue or are unable to reduce our expenses below our revenues, then we
may be in a position where we will need to seek additional financing.  However,
there can be no assurance that we will not be required to seek other financing
sooner or that such financing, if required, will be available on terms
satisfactory to us.  We may also utilize cash to acquire or invest in
complementary businesses or products or to obtain the right to use
complementary technologies.  From time to time, in the ordinary course of
business, we evaluate potential acquisitions of such businesses, products or
technologies.  However, Oak has no present binding commitments with respect to
any material acquisition of other businesses, products or technologies, other
than those disclosed above or elsewhere in the Annual Report on Form 10-K for
the fiscal year ended June 30, 2001 and on Form 10-Q for the quarters ended
September 30, 2001 and December 31, 2001 filed with the Securities and Exchange
Commission.


Critical Accounting Policies
----------------------------

     The discussion and analysis of our financial condition and results of
operations are based on the consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States.  Note 2 of the Notes to Consolidated Financial Statements which
has been included in the Company's 2001 Annual Report on Form 10-K describes
the significant accounting policies essential to the consolidated financial
statements.  The preparation of these financial statements requires estimates
and assumptions that affect the reported amounts and disclosures.


                                      18

<PAGE>

     We believe the following to be critical accounting policies as they
require more significant judgments and estimates used in the preparation of our
consolidated financial statements.  Although we believe that our judgments and
estimates are appropriate and correct, actual future results may differ from
our estimates.

     In general the critical accounting estimates that are made during any
given quarter relate specifically to the Allowance for Doubtful Accounts,
Inventory Reserves for Obsolescence and Declines in Market Value, Loss on
Engineering Service Contracts, Restructuring Charges for Severance or
Facilities and Income Tax Accruals.

     The Allowance for Doubtful Accounts is established for estimated losses
resulting from the inability of our customers to make required payments.   The
assessment of specific receivable balances and required reserves is performed
by management and approved by the audit committee.  There were no material
changes to this reserve over the last quarter.  We have identified specific
customers where collection is probable and have established specific reserves,
but to the extent collection is made, the allowance will be released.
Additionally, if the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.

     Reserves are provided for excess and obsolete inventory, which are
estimated based on a comparison of the quantity and cost of inventory on hand
to management's forecast of customer demand.  Customer demand is dependent on
many factors and requires us to use significant judgment in our forecasting
process.  We must also make assumptions regarding the rate at which new
products will be accepted in the marketplace and at which customers will
transition from older products to newer products. Generally, inventories in
excess of six months demand are reserved and the related charge is recorded as
a cost of revenue.  Once a reserve is established, it is maintained until the
product to which it relates is sold or otherwise disposed of, even if in
subsequent periods we forecast demand for the product.  This treatment is in
accordance with Accounting Research Bulletin 43 and Staff Accounting Bulletin
100.

     We enter into engineering service agreements from time to time and use
either percentage of completion or completed contract methods in recognizing
the project based revenues.  Estimates of remaining costs are prepared every
quarter and compared to the estimated revenues to determine if any reserve for
loss on contracts may be required.  Estimated losses on engineering contracts
are not material to our financial position at this time.

     Restructuring Charges for Severance and Facility Abandonment have been
accrued based on specific plans for cost reduction that are established by
management prior to the end of the quarter.  The severance accrual is tied to a
plan that is generally specific by person or position that will be eliminated.
The facility abandonment reserve is established by estimating how long a
facility may be vacant and under what market based terms might it be released.
Estimates for each given facility generally range from $200,000 to $800,000.
We have four facilities we are attempting to sublease at this time with a
resulting reserve of $1.5 million as of March 31, 2002. Some portion of these
reserves may prove to be too little or in excess which could result in an
adjustment to restructuring reserves in a future quarter.  In general, we
expect that these reserves will be used as payments are made for rent on these
abandoned facilities.  At this time we do not expect any additional adjustments
to be material to the Company's operating results.

     In general, we are in a loss position for tax purposes, and have
established a valuation allowance against deferred tax assets, as we do not
believe it is likely that we will generate sufficient taxable income in future
periods to realize the benefit of our deferred tax assets.  Predicting future
taxable income is difficult, and requires the use of significant judgment.  At
March 31, 2002, substantially all of our deferred tax assets were reserved.
Accruals are made for specific tax exposures and are generally not material to
our operating results or financial position, nor do we anticipate material
changes to these reserves going forward.


Factors That May Affect Future Results
--------------------------------------

     You should read the following factors in conjunction with the factors
discussed elsewhere in this and our other filings with the SEC and in materials
incorporated by reference in these filings.  The following is intended to
highlight certain factors that may affect the financial condition and results
of operations of Oak and are not meant to


                                      19

<PAGE>

be an exhaustive discussion of risks that apply to companies with broad
international operations, such as Oak.  Like other businesses, Oak is
susceptible to macroeconomic downturns in the United States or abroad as we are
currently experiencing that may affect the general economic climate and
performance of Oak or its customers.

     Oak Has Experienced and Expects to Continue to Experience Significant
     ---------------------------------------------------------------------
Period-To-Period Fluctuations in Its Revenues and Operating Results, Which May
------------------------------------------------------------------------------
Result In Volatility In The Price Of Its Stock.  Oak's quarterly revenues and
----------------------------------------------
operating results have varied significantly in the past and are likely to vary
substantially from quarter to quarter in the future.  Accordingly, you should
not rely on period-to-period comparisons as an indication of future
performance.  In addition, these variations may cause our stock price to
fluctuate.  If quarterly results fail to meet public expectations, the price of
our stock may decline.

Oak's revenues and operating results are affected by a wide variety of factors,
including factors that generally affect everyone in its industry and factors
that are more specific to its business and product lines.  Factors specific to
our business and product lines include the following:

     o Our ability to diversify our product offerings and the markets for our
       products;

     o Fluctuations in manufacturing costs;

     o The loss or gain of important customers;

     o The timing of significant orders and order cancellations or re-
       scheduling;

     o Pricing policy changes by Oak and its competitors and suppliers;

     o The potential for significant inventory exposure;

     o The timing of the development and introduction of new products or
       enhanced versions of existing products;

     o Market acceptance of new products;

     o Increased competition in product lines, and competitive pricing
       pressure;

     o Failure to anticipate changing customer product requirements;

     o The competitiveness of our customers;

     o Cyclical semiconductor industry conditions and general economic
       uncertainty; and

     o The inability to obtain foundry capacity.

     The above factors have affected our business in the past and may affect us
in the future.  In addition, our quarterly operating results could be
materially adversely affected by legal expenses incurred in connection with, or
any judgment or settlement in, our current or future legal proceedings.  See
"Oak is a Defendant in Several Lawsuits."

     We operate in the highly cyclical semiconductor industry, which is subject
     --------------------------------------------------------------------------
to significant downturns.  We have diversified our business so that our product
------------------------
offerings include not only integrated circuits, but also embedded software and
platform solutions.  However, a significant portion of our revenue will
continue to come from our semiconductor product offerings.  The semiconductor
industry historically has been characterized by rapid technological change and
product obsolescence, cyclical market patterns and seasonal customer demand,
significant price erosion, periods of over-capacity and under-capacity, periods
of production shortages, variations in manufacturing costs, including raw
materials, and yields, and significant expenditures for capital equipment and
product development.

     The industry has experienced significant economic downturns at various
times.  These downturns often occur in connection with, or in anticipation of,
maturing product cycles (of both the semiconductor companies and their
customers) and declines in general economic conditions, such as those
experienced in the second half of fiscal 2001 and continue to this day.
Downturns in the semiconductor industry have been characterized by diminished
product demand, production over-capacity, high inventory levels and accelerated
erosion of product prices.  Even if


                                      20

<PAGE>


customers' aggregate demand were not to decline, the availability of additional
capacity can adversely impact pricing levels, which can also depress revenue
levels.

     We have experienced in the past and may in the future experience downturns
due to general semiconductor conditions and general economic conditions. A
significant downturn in the industry may cause our business, financial
condition and results of operations to suffer.

     Oak Has a Recent History of Operating Losses and May Not Become or Remain
     -------------------------------------------------------------------------
Profitable. Oak has sustained significant losses in recent years and may not
----------
become profitable in the future.  While Oak had net income of $5.9 million in
fiscal 1998, its current loss trend began in calendar year 1998, resulting in
an operating loss of $9.1 million for fiscal 1998, an operating loss of $61.9
million for fiscal 1999, an operating loss of $61.1 million for fiscal 2000 and
an operating loss of $19.6 for fiscal 2001 (in each case before adjustments for
non-operating income or loss, or income tax expense or benefit).  Oak's
operating losses generally have been due to its dependence on its optical
storage business, which historically has accounted for approximately 80% of its
business.  Oak continues to achieve volume production with its next generation
CD-RW product.  However, given certain evolving dynamics in the CD-RW market,
including the rate of adoption of this technology, competition and selling
prices, we cannot accurately predict the product's impact on operating results
nor whether revenue from this product will enable Oak to return to
profitability.  We expect that the average selling prices, or ASP's, for our
optical storage products will continue to decline over time and that ASPs for
each new optical storage product will decline significantly over the life of
the product.  In addition, given the extremely competitive nature of the
optical storage market, we believe that gross margins for new products in our
optical storage market will be lower than historical levels and, as a result,
gross margins in general will decline in the future.  If Oak incurs additional
losses or fails to achieve profitability in the future, this will significantly
harm our business and may affect the trading price of its common stock.

     Oak's Financial Performance Is Highly Dependent On The Timely And
     -----------------------------------------------------------------
Successful Introduction Of New Products.  Our financial performance depends in
---------------------------------------
large part on our ability to successfully develop and market next generation
and new products in a rapidly changing technological environment.  If we fail
to successfully identify new product opportunities and timely develop and
introduce new products that achieve market acceptance, we may lose our market
share and our future revenue and earnings may suffer.

     In the optical storage market, our performance is highly dependent upon
the successful development and timely introduction of our next generation CD-RW
controller, and Combo (combination DVD and CD-RW) controller and new DVD-RW
controllers currently in development.  A variety of standards and formats are
being proposed in this market, making it difficult to develop products to
market requirements, and making it even more difficult for the market to
develop.  In the digital office market, our performance depends on our ability
to successfully develop embedded imaging processing SOC solutions for the
digital office market, in particular, embedded digital color copier technology
and image processing chips for multifunction peripherals. Among other
technological changes, embedded PDF and color capability are rapidly emerging
as market requirements for printers and other imaging devices.  Some of our
competitors have the capacity to supply these solutions, and some of their
solutions are well-received in the marketplace.  We face the challenges of
developing products that will require greater color and image complexity
capability including web-based documents, and to work with higher performing
devices in networked environments.  If we are unable to meet these challenges
with the development of products that can effectively compete in the OEM
software and solutions market, our future results of operations could differ
materially from current expectations.

     In the past, product delays in the Optical Storage Group have resulted
primarily from difficulties in allocating engineering personnel among competing
projects, engineering resource limitations, and unanticipated engineering
complexity.  Product delays in the Imaging Group have resulted from these same
factors, as well as changing OEM customer product specifications, difficulties
with independent contractors, and changing markets or competitive requirements.
These or other factors may also contribute to future delays.  The design
complexity of our products, especially with the increased levels of integration
that are required, have previously contributed to delays in completing
development and introduction of new products in both of our markets.  If we
fail in our new product development efforts or our products fail to achieve
market acceptance, our revenues will decline and our business, financial
condition and results of operations will be suffer.


                                      21

<PAGE>


     Oak's Future Revenues Are Highly Dependent On Sales of Its CD-RW
     ----------------------------------------------------------------
Controller Product.  Our future revenue will largely depend on the success of
------------------
our recently introduced and next generation CD-RW product as well as our Combo
(combination DVD and CD-RW) product.  We are no longer developing any CD-ROM
controllers and since the early part of fiscal 1999, have instead been focusing
our development efforts on controllers for CD-RW and Combo drives as well as
DVD-RW controllers.  We cannot predict whether these products or their
successors will be competitive in the marketplace or carried into production by
targeted customers.  The current trend toward integrating increased speed and
functionality on the CD-RW or Combo controller potentially adds to the
development and manufacturing costs of producing the controller.  Our revenues
and gross margins from our optical storage controller products will depend on
our ability to introduce integrated products for the CD-RW Combo and DVD-RW
markets in a commercially competitive manner.  Even if our CD-RW Combo or DVD-
RW products prove to be competitive and are accepted by targeted customers, our
customers and their products may not be successful.  If our CD-RW or DVD-RW
products fail to achieve market acceptance, we will need other sources of
revenue to offset the loss.  In fiscal 2001, revenue generated from Oak's
optical storage CD-RW business increased by 224%, compared to the previous
year, primarily due to the ongoing success of products introduced in fiscal
2000 and the introduction of new CD-RW products in fiscal 2001. A decrease in
the overall level of sales of, and prices for, Oak's older generation CD-RW
controller product due to introductions of newer products by competitors,
product obsolescence and delays in Oak's next generation CD-RW product, could
also adversely affect on our business, financial condition and results of
operation.


     Oak's Future Revenues Will Depend on Future Royalties from Shipment of OEM
     --------------------------------------------------------------------------
Devices.  We anticipate that the royalty streams derived from OEMs' shipments
-------
of office equipment containing Oak products, and the sale of related products
and services to manufacturers of office equipment will account for a
significant portion of our revenue for the foreseeable future, although not as
significant as CD-RW for fiscal 2002.  In order to assure that Oak will derive
future royalty streams from the shipment of OEM devices, Oak and its OEMs are
required to develop and release in a regular and timely manner new office
products with increased speed, enhanced output resolutions, reduced memory
requirements, multiple functions, and network connectivity.  OEMs are under
tremendous pressure to continually shorten the development cycles of these
products, leading to increased complexity and development costs to Oak and its
OEMs.  Our success will depend on, among other things, the rate at which OEMs
serving the digital office market outsource their technology needs, market
acceptance of our technology and products and the office devices of our OEMs;
the ability of Oak and its OEMs to meet industry changes and market demands in
a timely manner; achievement of new design wins by Oak; successful
implementation of Oak's technology and products in new office devices being
developed by its OEMs; and successful marketing of those devices by the OEMs.

     Oak's Markets Are Intensely Competitive and Experience Rapid Technological
     --------------------------------------------------------------------------
Change.   We face intense competition in the markets in which we compete.  We
------
expect that the level of competition will increase in the future from existing
competitors and from other companies that may enter our existing or future
markets with solutions that may be less costly or provide higher performance or
additional features. Our principal competitors in the optical storage market
include MediaTek, Sanyo and Ricoh.  Our principal competitors in the digital
office market include Adobe Systems, Inc., Peerless Systems Corporation,
Electronics for Imaging, Inc., and in-house, captive suppliers.  We also expect
increased competition from the merchant market in the future.  Many of these
existing competitors as well as those customers expected to compete in the
future have substantially greater financial, manufacturing, technical,
marketing, distribution and other resources, broader product lines and longer
standing relationships with customers than we do.  In addition, much of our
success is dependent on the success of our OEM customers.  Our OEM customers in
both the optical storage and digital imaging markets compete fiercely with one
another for market share in a market characterized by rapid development cycles,
short product life cycles and ever-increasing consumer demand for greater
performance and functionality at reduced prices.

     We anticipate that we will have to continue to lower the prices of many of
our products to stay competitive.  The markets for most of the applications for
our products, especially in the optical storage market, are characterized by
intense price competition.  As the markets for these products mature and
competition increases, as has been the trend for the optical storage, we
anticipate that average sales prices on products will decline.  If we are
unable to reduce costs sufficiently to offset declines in average sales prices
or are unable to successfully introduce new higher performance products with
higher average sales prices, our operating results will suffer greatly.


                                      22

<PAGE>


     The future growth of the digital office market is highly dependent on
OEMs' continuing to outsource an increasing portion of their product
development work.  While the trend toward outsourcing on the part of our OEM
customers has accelerated in recent years, any reversal of this trend could
seriously harm our business.  Similarly, significant market trends leading to
changes in the way our competitors do business may enable them to compete more
effectively against Oak than they have in the past.  Additionally, changes in
strategy by our competitors, for example price reductions, new product
introductions or new marketing/distribution methods, could make it more
difficult for us to compete effectively, cause reduced market demand for our
products or render our products obsolete.

     Oak and its OEM customers may be unable to compete successfully against
current or future competitors.  Competitive pressures faced by Oak and its
customers may result in reduced revenues and profit margins and otherwise
seriously harm our business, financial condition and results of operations.

     Oak May Be Unable To Protect Its Intellectual Property and Proprietary
     ----------------------------------------------------------------------
Rights, Which May Affect Its Ability to Compete.   We consider our technology
-----------------------------------------------
to be proprietary and rely on a combination of patents, trademarks, copyrights,
trade secret laws, confidentiality procedures and licensing arrangements to
protect our intellectual property rights.  However, these measures afford only
limited protection.  The steps that we take to protect our proprietary
information may not be adequate to prevent misappropriation of our technology.
For example, our competitors may be able to effectively design around our
patents, or our patents may be challenged, invalidated or circumvented.  Our
current competitors, and new competitors entering the market, may also
independently develop technologies that are substantially equivalent or
superior to our technology.  In addition, the rights granted under those
patents may not necessarily provide competitive advantages.  Moreover, while
Oak holds or has applied for patents relating to the design of its products,
some of its products are based in part on standards, for which it does not hold
patents or other intellectual property rights.  The laws of certain foreign
countries in which our products are or may be manufactured or sold, including
various countries in Asia, may not protect our products or intellectual
property rights to the same extent as do the laws of the United States and thus
make the possibility of piracy of our technology and products more likely.

     While we intend to seek additional international and United States patents
on our technology, it is possible that no additional patents may be issued from
any of our applications that are pending or in the process of being prepared.
Additional patents may not be issued in all countries where our products can be
sold.  Any claims allowed from pending applications or applications in
preparation may not be of sufficient scope or strength to provide meaningful
protection or any commercial advantage to us.

     Oak also generally enters into confidentiality agreements with its
employees and consultants and confidentiality and license agreements with its
customers and potential customers.  We generally limit access to and
distribution of the source and object code of our software and other
proprietary information.  With respect to our page description language
software and drivers for the digital office market and in limited circumstances
with respect to firmware and drivers for our optical storage products, we grant
licenses that give our customers access to and restricted use of the source
code of our software.  This increases the likelihood of misappropriation or
misuse of our technology.  Accordingly, despite our precautions, it may be
possible for unauthorized third parties to copy certain portions of our
technology or to obtain and use information that we regard as proprietary.  The
steps we take may not be adequate to prevent misappropriation of our technology
or to provide an adequate remedy in the event of a breach or misappropriation
by others.  Furthermore, we may initiate claims or litigation against third
parties for infringement of our proprietary rights or to establish the validity
of our proprietary rights and in the past has incurred significant legal
expenses in connection with claims of this type we have initiated.
Additionally, we may be required to defend and indemnify against third party
infringement claims pursuant to terms of existing agreements with our
customers.

     Any litigation by or against Oak could result in significant expense to
Oak and divert the efforts of its technical and management personnel, whether
or not that litigation results in a favorable determination for us (see Legal
Proceedings).  In the event of an adverse result in any litigation, we could be
required to pay substantial damages, cease the manufacture, use and sale of
infringing products, expend significant resources to develop non-infringing
technology, discontinue the use of certain processes or obtain licenses to the
infringing technology.  We


                                      23

<PAGE>


may not be able to develop new technology or license the infringing technology
on reasonable terms, or at all.  Any development or license of the technology
could require us to expend substantial time and other resources.

     Oak May Be Unable To Obtain Third Party Intellectual Property Rights or
     -----------------------------------------------------------------------
May Be Liable For Significant Damages.  Certain technology used in Oak's
-------------------------------------
products is licensed from third parties, and in connection with these licenses,
Oak is required to fulfill confidentiality obligations and, in some cases, pay
royalties.  Some of our products require various types of copy protection
software that we must license from third parties.  Should we lose our rights
to, or be unable to obtain the necessary copy protection software, we would be
unable to sell and market these products.  Oak's agreements with third parties
often have no specified term and may be terminated by either party in the event
of breach by the other.  Our business could be adversely affected by the loss
for any reason of these third-party agreements.  Given the trend to include
increasing levels of functionality on a chip, in the future it may be necessary
or desirable for Oak to seek additional licenses to intellectual property
rights held by third parties or purchase products manufactured or sold by third
parties with respect to some or all of its product offerings.  However, those
licenses or purchases may not be available on terms acceptable to Oak, if at
all.  If we are unable to enter into those license arrangements on acceptable
terms or to maintain our current licenses on acceptable terms, our business,
financial condition and results of operations could suffer.

     In addition, the semiconductor industry is characterized by vigorous
protection and pursuit of intellectual property rights, which has resulted in
significant, often protracted and expensive litigation.  Oak or its foundries
may, from time to time, be notified of claims that we may be infringing patents
or other intellectual property rights owned by third parties.  In January 2002,
Oak was notified by Syndia Corporation, a licensing entity for certain Lemelson
patents, that plasma enhanced chemical deposition processes used by foundries
in the semiconductor manufacturing process may infringe on certain Lemelson
patents held by Syndia.  If necessary or desirable, we may seek licenses under
those patents or other intellectual property rights.  However, these licenses
may not be offered or the terms of any offered licenses might not be acceptable
to us.  If we fail to obtain a license from a third party for technology used
by Oak, we may incur substantial liabilities and suspend the manufacture of
products or the use by our foundries of processes requiring the technology.

     Oak has historically indemnified its customers for certain costs and
damages of patent infringement in circumstances where an Oak product is the
factor creating the customer's infringement exposure. This practice generally
excludes coverage in circumstances where infringement arises out of the
combination of Oak products with products of others or where infringement
arises based on modifications made by the customer to Oak's products.  Pitney
Bowes has initiated a lawsuit against several Oak's customers, alleging that
theirs use of Oak's RET technology infringed Pitney Bowes U.S. Patent No.
4,386,272.  Oak is defending these customers against this allegation of
infringement pursuant to its indemnification obligation under an earlier
license agreement between the named customers and XLI, a subsidiary of Oak.
This indemnification practice, however, could have a material adverse effect on
the results of operations.

     Although patent disputes in the semiconductor industry have often been
settled through cross-licensing arrangements, we may not be able in any or
every instance, to settle an alleged patent infringement claim through a cross-
licensing arrangement.  We have a more limited patent portfolio than many of
our competitors.  If a successful claim is made against Oak or its customers
and a license is not made available to us on commercially reasonable terms or
we are required to pay substantial damages or awards, our business, financial
condition and results of operations would be materially adversely affected.

     Oak Depends on Third Party Foundries And Vendors to Manufacture Products.
     ------------------------------------------------------------------------
Oak contracts with independent foundries to manufacture a majority of its
products and with independent vendors to assemble and test these products.  If
we fail to adequately manage our relationships with these foundries and
vendors, our ability to manufacture and sell our products and our results of
operations would be negatively impacted.  We rely on our foundries to allocate
to us a portion of their foundry capacity sufficient to meet our needs to
produce products of acceptable quality and with acceptable manufacturing yield
and to deliver products to us in a timely manner.  These foundries fabricate
products for other companies and some manufacture products of their own design.
If these foundries fail or are unable to satisfy our product, quality and other
requirements, our business, financial condition and results of operation could
suffer.


                                       24


<PAGE>

     We also rely on third-party subcontractors to assemble and test our
products.  If these subcontractors fail to meet our production requirements,
our business, financial condition and operating results would suffer.

     Our reliance on independent manufacturers and third party assembly and
testing vendors involve a number of additional risks, including:

     o The loss of any foundry as a supplier;

     o Inability to expand foundry capacity in a period of increased demand for
       our products;

     o Inability to obtain timely and adequate deliveries from current or
       future suppliers;

     o Delays in shipments of our products resulting in delay;

     o Disruption of operations at any of our manufacturing facilities;

     o Product defects and the difficulty of detecting and remedying product
       defects resulting in a delay of shipment to customers or customer
       rejection;
     o The unavailability of, or interruption in access to, certain process
       technologies; and

     o Reduced control over delivery schedules, quality assurance and costs.

     Oak generally does not use multiple sources of suppliers for its products.
As a result, the likelihood of and the consequences from the occurrence of
these factors are magnified.  In fiscal year 2001, Oak did not experience any
material delays of its wafer deliveries from its primary manufacturer.  While
we believe we have sufficient capacity to meet our needs through calendar 2002,
we have no firm commitments in place.  We may not be able to secure capacity
for our manufacturing needs or may experience delays in the future.

     Oak's Failure to Accurately Forecast Demand for Its Products Could
     ------------------------------------------------------------------
Negatively Impact Its Results of Operations.  Under its foundry agreements, Oak
-------------------------------------------
is required to place non-cancelable orders and purchase its products on an
approximately three-month rolling basis.  Our customers, on the other hand,
generally place purchase orders with us less than four weeks prior to delivery
that may be rescheduled or under certain circumstances may be cancelled,
without significant penalty.  This limits our ability to react to fluctuations
in demand for our products.  If we overestimate the product necessary to fill
orders, or fail to foresee a technology change that could render a product
obsolete, we will build excess inventories, which could harm our gross margins
and operating results.  If we underestimate the product necessary to fill
orders, we may not be able to obtain an adequate supply of products which could
harm our revenues.  We have experienced inventory write-offs of our optical
storage products in the past primarily due to unforeseen and rapid changes in
our customers' demand, in particular speed changes, and consequently
experienced rapid product obsolescence.

     Product supply and demand fluctuations common to the semiconductor
industry are historically characterized by periods of manufacturing capacity
shortages immediately followed by periods of overcapacity, which are caused by
the addition o f manufacturing capacity in large increments.  The industry has
moved from a period of capacity shortages in the first half of calendar year
2000, to the current condition of excess capacity.  We cannot predict whether
Oak can or will achieve timely, cost-effective access to that capacity when
needed, or if there will be a capacity shortage again in the future.

     Oak Derives A Large Portion of Its Revenues from International Sales,
     ---------------------------------------------------------------------
Depends on Foreign Subcontractors and is Subject to the Risks of Doing Business
-------------------------------------------------------------------------------
in Foreign Countries.  A large portion of our revenue is derived from
---------------------
international sales.  International sales, principally to Korea, Japan,
Singapore and Europe, accounted for approximately 84%, 75% and 86%, of our net
revenues for fiscal 2001, 2000 and 1999, respectively.  Oak also depends on
foreign subcontractors for the manufacture of its products.  Most of our
foreign sales and purchases are negotiated in US dollars, although invoicing is
often done in local currency.  As a result, we may be subject to the risks of
currency fluctuations in the foreign countries in which we do business.


                                      25

<PAGE>

     Oak also is subject to other risks of conducting business outside of the
United States.  These risks include:

     o Unexpected changes in, or impositions of, foreign legislative or
       regulatory requirements;

     o Delays resulting from difficulty in obtaining export licenses for
       certain technology;

     o Tariffs, quotas and other trade barriers and restrictions;

     o Longer payment cycles;

     o Greater difficulty in collecting accounts receivable;

     o Potentially adverse taxes and adverse tax consequences;

     o The burdens of complying with a variety of foreign laws;

     o Political, social and economic instability;

     o Potential hostilities;

     o Changes in government, diplomatic or trade relationships; and

     o Fluctuations in foreign currencies.

     As an example, Oak's significant investment in foundry capacity in Taiwan
exposes it to the risk of political instability in Taiwan, including the
potential for conflict between Taiwan and the People's Republic of China.  We
have several significant OEM customers in Japan, South Korea, and other parts
of Asia.  Adverse economic circumstances in Japan and elsewhere in Asia could
affect these customers' willingness or ability to do business with Oak in the
future or their success in developing and launching devices containing our
products.

     Oak Depends on a Limited Number of Customers for a Substantial Portion of
     -------------------------------------------------------------------------
Its Revenues, and a Loss Of, or a Significant Reduction in Purchases By,
------------------------------------------------------------------------
Current Major Customers Which Is Not Offset By a Gain or, or a Significant
--------------------------------------------------------------------------
Increase in Purchases by, New or Current Customers, Would Significantly Reduce
------------------------------------------------------------------------------
Oak's Revenues. A limited number of customers historically have accounted for a
--------------
substantial portion of Oak's net revenues.  In fiscal 2001, 2000, and 1999,
sales to our top ten customers accounted for approximately 82%, 78%, and 70%,
respectively, of our net revenues.  In fiscal 2001, LG Electronics accounted
for 31% of total net revenues while in fiscal 2000, LG Electronics accounted
for 26% of our net revenues, and Hewlett-Packard Company accounted for 16%.  In
fiscal 1999, Yamaha Corporation accounted for 17% and Mitsumi accounted for 10%
of net revenues.

     We expect that sales to a limited number of customers will continue to
account for a substantial portion of our net revenues for the foreseeable
future.  We do not have long-term purchase agreements with any of our
customers.  Customers generally purchase our products subject to cancelable
short-term purchase orders. We cannot predict whether our current customers
will continue to place orders or whether existing orders will be canceled.  We
have experienced significant changes from year to year in the composition of
our major customer base and believe this pattern will continue. Our revenues
from the Optical Storage Group will also depend on whether our OEM customers
are successful in selling their optical drives both in aftermarket and to PC
OEM customers. In part, to address this risk, we are continuing our efforts to
increase penetration in existing large customers as well as engage new large
OEM customers.  For fiscal 2002 we have commitments and product plans from
existing and new large customers to add volume so that overall, we currently
expect our Optical Storage Group to have revenues between $90 million to $100
million and to have as many as four customers, including LG Electronics, who
will each represent 10% or more of our Optical Storage revenues.  Philips
Electronics has become a major customer for our CD-RW and Combo products and we
anticipate that it will significantly contribute to our Optical Storage revenue
in calendar year 2002.  Some of our customers have chosen, and may continue to
choose, to award their design wins and business on a project by project basis
to different vendors.  For instance, while we have design wins for several
projects at LG Electronics, and we expect that it will continue to be a
significant customer, due to competition among the drive manufacturers and
changes being made in sourcing chipsets, we currently expect that our revenue
from this customer will decline in fiscal 2002.  The loss of, or a significant
reduction in, purchases or commitments by current major customers which is not
offset by corresponding increases from other current or future customers would
have a material adverse effect on our business, financial condition and results
of operations.  If sales to current customers


                                      26


<PAGE>

cease or are reduced, we may be unable to obtain the orders from new customers
necessary to offset any such losses or reductions.  Moreover, we may not be
able to qualify our independent foundries for potential new customers or do so
in a timely manner.

     Oak Is A Defendant In Several Lawsuits.  Oak and various of its current
     --------------------------------------
and former officers and directors are parties to a consolidated class action
lawsuit filed on behalf of all persons who purchased or acquired Oak common
stock for the period from July 27, 1995 to May 22, 1996, alleging state
securities law and other violations.  Additionally, various of Oak's current
and former officers and directors are defendants in three consolidated
derivative actions which allege a breach of fiduciary duty and a claim under
California securities laws.  Based on its current information, Oak believes the
class action and derivative suits to be without merit and will defend its
position vigorously.  Although it is reasonably possible we may incur losses
upon resolution of these claims, an estimate of loss or range of loss cannot be
made.  No provision for any liability that may result upon adjudication has
been made in Oak's financial statements.  Oak is also a party to various other
legal proceedings, including a number of patent-related matters, including the
indemnification of several Oak customers.  In connection with these lawsuits,
however, management time has been, and will continue to be, expended and Oak
has incurred, and expects to continue to incur, substantial legal and other
expenses.

     Oak Must Continue To Make Significant Capital Investments, And The
     ------------------------------------------------------------------
Inability to Raise the Additional Capital Necessary to Fund These Investments
-----------------------------------------------------------------------------
On Acceptable Terms Could Seriously Harm Our Business.  In order to remain
-----------------------------------------------------
competitive, Oak must continue to make investments in new facilities and
capital equipment.  Significant amounts of capital additions could be required
in subsequent years.  Additionally, in order to obtain an adequate supply of
wafers, especially wafers manufactured using advanced process techniques, we
have entered into and will continue to consider various possible transactions,
including various "take or pay" contracts that commit Oak to purchase specified
quantities of wafers over extended periods.  Manufacturing arrangements such as
these may require substantial capital investment, which may require us to seek
additional financing.  We believe that existing liquid resources and funds
generated from operations, if any, combined with the ability to borrow funds
will be adequate to meet our operating and capital requirements and obligations
into the foreseeable future.   We may, from time to time, seek additional
equity or debt financing.  However, those funds, when needed, might not be
available on terms that we find acceptable.  Any future equity financing will
also lead to dilution to existing shareholders.

     Oak May Make Future Acquisitions Or Enter Into Joint Ventures That May Not
     --------------------------------------------------------------------------
Be Successful.  In the future, Oak may acquire additional businesses, products
-------------
and technologies, or enter into joint venture arrangements, that could
complement or expand its business.  Acquisitions involve numerous risks
including:

     o Difficulties in integration of the operations, technologies, and
       products of the acquired companies;

     o Diverting management's attention from normal daily operations of the
       business;

     o Entering markets in which there is limited direct prior experience and
       where competitors have stronger market positions;

     o Coordination of sales, marketing and research and development;

     o Potential loss of key employees; and

     o The maintenance of corporate culture, controls, procedures and policies.

     In addition, investments in emerging technology present risks of loss of
value of one or more of the investments due to failure of the technology to
gain the predicted market acceptance.  Also, any future acquisitions could
require Oak to issue dilutive equity securities, incur debt or contingent
liabilities, amortize goodwill and other intangibles, or write-off in-process
research and development and other acquisition-related expenses.  Further, we
may not be able to integrate acquired businesses, products or technologies with
our existing operations.  If we are unable to fully integrate an acquired
business, product or technology, we may not receive the intended benefits of
that acquisition.

     Oak Will Depend On Key Personnel To Manage Its Business, and the Loss of
     ------------------------------------------------------------------------
Any Key Personnel Could Seriously Harm Its Business.  Our future performance
---------------------------------------------------
depends, to a significant degree, on the retention and


                                      27


<PAGE>


contribution of members of Oak's senior management as well as other key
personnel including highly skilled engineering and technical employees.  In
particular, it is important for Oak to retain the services of Young K. Sohn,
our current chairman of the board of directors and chief executive officer.  We
continue to recruit financial, technical and operational personnel.
Competition for these people is intense, and we may not be able to attract and
retain qualified replacements or additional technical or operational personnel.
We may not be successful in finding suitable replacements for any senior
management personnel who may leave Oak.

     Provisions in Oak's Charter Documents And Rights Plan Could Make It More
     ------------------------------------------------------------------------
Difficult To Acquire Oak And May Reduce The Market Price Of Oak Stock.  Our
---------------------------------------------------------------------
board of directors has the authority to issue up to 2.0 million shares of
preferred stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders.  The rights of the holders of common stock, may
be subject to, and may be adversely affected by, the rights of the holders of
any preferred stock that may be issued in the future.  The issuance of
preferred stock may have the effect of delaying, deferring or preventing a
change of control of Oak without further action by the stockholders and may
adversely affect the voting and other rights of the holders of common stock.
We have no present plans to issue shares of preferred stock.  Further, certain
provisions of our charter documents, including provisions eliminating the
ability of stockholders to take action by written consent and limiting the
ability of stockholders to raise matters at a meeting of stockholders without
giving advance notice, may have the effect of delaying or preventing changes in
control or management of Oak, which could have an adverse effect on the market
price of the stock.  In addition, our charter documents do not permit
cumulative voting and provide that our board of directors will be divided into
three classes, each of which serves for a staggered three-year term, which may
also make it more difficult for a third-party to gain control of the board of
directors.

     In addition, 400,000 shares of our preferred stock are designated as
series A junior participating preferred stock under a rights plan, commonly
referred to as a "poison pill".  Under certain circumstances involving a
proposed change-in-control of Oak, the rights related to the series A junior
participating preferred stock may be triggered, the effect of which may delay
or prevent a third party from gaining control of or acquiring us.


                                      28


<PAGE>


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Most of Oak's foreign sales are negotiated in US dollars; however,
invoicing is occasionally done in local currency.  As a result, Oak may be
subject to the risks of currency fluctuations.  Assets and liabilities which
are denominated in non-functional currencies are re-measured into the
functional currency on a monthly basis and the resulting gain or loss is
recorded within non-operating income in the statement of operations.  Many of
Oak's non-functional currency receivables and payables are hedged through
managing net asset positions, product pricing and other means.  Our strategy is
to minimize its non-functional currency net assets or net liabilities in our
foreign subsidiaries.  Our policy is not to speculate in financial instruments
for profit on the exchange rate price fluctuations, trade in currencies for
which there are no underlying exposures, or enter into trades for any currency
to intentionally increase the underlying exposure.  As of March 31, 2002, Oak
had foreign currency forward exchange contracts to exchange Yen for
approximately $1.2 million.  Oak uses financial instruments, including local
currency debt arrangements, to offset the gains or losses of the financial
instruments against gains or losses on the underlying operations cash flows or
investments.  If foreign currency rates fluctuate by 10% from rates at March
31, 2002, the effect on our consolidated financial statements would not be
material.  However, there could be a material effect on our financial
statements in the future.

     Oak's cash equivalents and short-term investments ("debt and equity
investments") are exposed to financial market risk due to fluctuation in
interest rates, which may affect its interest income and the fair values of its
investments.  Oak manages the exposure to financial market risk by performing
ongoing evaluation of its investment portfolio and investing in short-term
investment grade corporate securities and U.S. government and other agencies'
obligations, which mature within the next 24 months.  In addition, Oak does not
use investments for trading or other speculative purposes.  Not withstanding
the foregoing, due to the divestiture of the Broadband business in January
2000, we are in the unusual position of also holding an investment in 293,794
shares of Conexant Systems Inc. common stock which had an original book value
of $68.05 per share.  During fiscal 2001, Oak reduced the basis of this
investment to a book value of $8.95 per share as a result of a other than
temporary impairment in the market value of the common stock.  This resulted in
a charge to non-operating expenses of $17.4 million during the fourth quarter
of fiscal 2001.  This investment is classified as being held as an available-
for-sale security.  This is a highly volatile equity security with market
valuations in the range of $7.07 to $132.00 since mid January 2000.

     Due to the short maturities of its investments, the carrying values
generally approximate the fair value. If market interest rates were to increase
immediately and uniformly by 10% from levels as of March 31, 2002, the decline
in the fair value of the portfolio would not be material.  Further, Oak has the
ability to hold its fixed income investments until maturity and, therefore, we
would not expect to recognize such an adverse impact in income or cash flows.


                                      29


<PAGE>



PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company and various of its current and former officers and directors
are parties to a consolidated class action lawsuit filed on behalf of all
persons who purchased or acquired the Company's common stock (excluding the
defendants and parties related to them) for the period July 27, 1995 through
May 22, 1996.  This state court proceeding, designated IN RE OAK TECHNOLOGY
SECURITIES LITIGATION, Master File No. CV758510 was filed in Santa Clara County
Superior Court in Santa Clara, California.  The plaintiffs alleged violations
of California securities laws and statutory deceit provisions as well as
breaches of fiduciary duty and abuse of control.  The plaintiffs sought
unspecified monetary damages.  After several rounds of demurrers, the court
dismissed all claims except the California Corporations Code Sections
25400/25500 cause of action against the Company, four officers and the
Company's investment bankers and securities analysts.

     On July 16, 1998, the court provisionally certified a national class of
all persons who purchased the Company's stock during the class period.  On
August 5, 2000 the court granted Company's motion for summary judgment and
entered judgment in favor of the Company.  The plaintiffs have appealed the
court's decision which is currently under review by the Sixth District Court of
Appeal.  Based on its current information, the Company believes this suit to be
without merit and will continue to defend its position vigorously.  Although it
is reasonably possible the court's ruling may be overturned on appeal and the
Company may incur a loss upon an adverse conclusion of these claims, an
estimate of any such loss cannot be made.

     Additionally, various of the Company's current and former officers and
Directors are defendants in three consolidated derivative actions pending in
Santa Clara County Superior Court in Santa Clara, California, entitled IN RE
OAK TECHNOLOGY DERIVATIVE ACTION, Master File No. CV758510.  This lawsuit,
which asserts a claim for breach of fiduciary duty and a claim under California
securities law based upon the officers' and Directors' trading in securities of
the Company, has been stayed pending resolution of the above described class
actions.  The plaintiffs are seeking monetary damages, equitable relief and an
accounting for the defendants' sales of shares of the Company's common stock.
Based on its current information, the Company believes the suits to be without
merit and will defend its position vigorously.  Although it is reasonably
possible the Company may incur a loss upon conclusion of these claims, an
estimate of any such loss cannot be made.

     If any of the above pending actions are decided adversely to the Company,
it would likely have a material adverse affect on the Company's financial
condition, cash flows and results of operations.

     On July 21, 1997, the Company filed a complaint with the ITC based on the
Company's belief that certain Asian companies were violating U.S. trade laws by
the unlicensed importing or selling of certain CD-ROM controllers that
infringed one or more of the Company's United States patents.  The complaint
sought a ban on the importation into the United States of the named
respondent's infringing CD-ROM controllers or products containing such
infringing CD-ROM controllers.

     The Company's complaint identified as proposed respondents: United
Microelectronics Corporation (UMC); Lite-On Group; Lite-On Technology Corp.;
Behavior Tech Computer Corp. and Behavior Tech Computer (USA) Corp.  Prior to
the ITC's institution of the formal investigation proceeding, the Company and
UMC entered into a settlement agreement, effective July 31, 1997, pursuant to
which UMC agreed to cease and desist the manufacture and/or importation into
the United States of its specified CD-ROM controllers, except under certain
limited conditions which expired on January 31, 1998.  The settlement agreement
additionally provided for the withdrawal of the Company's ITC complaint against
UMC and the above named Lite-On and Behavior Tech companies.

     On October 27, 1997, the Company filed a complaint in the United States
District Court, Northern District of California against UMC for breach of
contract, breach of the covenant of good faith and fair dealing and fraud based
on UMC's breach of the settlement agreement arising out of the ITC action.  On
December 24, 1997, UMC answered the Company's complaint and counterclaimed by
asserting causes of action for rescission, restitution, fraudulent concealment,
mistake, lack of mutuality, interference and declaratory judgment of non-
infringement, invalidity and unenforceability of the Oak patent that was the
subject of the original ITC action filed against UMC. In a related action to
the lawsuit that was commenced by the Company against UMC, on December 19,
1997,

                                      30

<PAGE>


MediaTek, a UMC affiliated, Taiwanese entity, filed a complaint in the United
States District Court, Northern District of California, against the Company for
declaratory judgment of non-infringement, invalidity and unenforceability of
the Oak patent that was the subject of the original ITC action against UMC, and
intentional interference with prospective economic advantage.   The Company
filed its answer on January 8, 1998, denying all the allegations.  The Company
believes UMC's counterclaims and Mediatek's claims to be without merit.  On
June 11, 1998, the cases were consolidated for all purposes and stayed under 28
U.S.C. Section 1659, based on the judge's conclusion that the civil action
involves the same issues before the International Trade Commission, initiated
by Oak as a result of the alleged breach of the settlement agreement.  The stay
was lifted due to the final resolution of the ITC investigation and the
decision of the Federal Circuit Court of Appeals on May 2, 2001 affirming the
ITC's determination that there was no infringement of the Company's U.S. Patent
No. 5,581, 715. The Federal Circuit Court of Appeals did not review the
Commission's determination that the Company's U.S. Patent No. 5,581,715 was
valid and enforceable.

     As a result of the decision rendered by the Federal Circuit Court of
Appeals the stay was lifted on the consolidated action pending in the United
States District Court, Northern District of California, and the parties are
proceeding with the litigation.

     If any of the above pending actions with respect to UMC and MediaTek are
decided adversely to the Company, it would likely have a material adverse
affect on the Company's financial condition, cash flows and results of
operations.

     On January 4, 2001 Samsung Electronics, a customer of the Company's
Imaging Group, received a notification from Pitney Bowes alleging that the
resolution enhancement technology (iRET) Samsung licensed from Xerographic
Laser Images Corporation, Inc. ("XLI") in 1996 infringes Pitney Bowes U.S.
Patent No. 4,386,272 ("272 patent").  XLI is a merged subsidiary of the Company
as a result of an acquisition in the first quarter of Fiscal Year 1999.  The
terms of the agreement for the licensing of the iRET technology to Samsung
require the Company, as successor in interest to XLI's assets and liabilities,
to defend and indemnify Samsung from claims alleging the iRET technology
supplied to Samsung infringes the intellectual property rights of a third
party.  On June 18, 2001 Pitney Bowes filed a complaint in the District Court
of Connecticut, naming Samsung and others, claiming infringement of the '272
patent.  On June 28, 2001 Samsung formally requested the Company to defend
Samsung. XLI customers Sharp Corporation, and Minolta-QMS, Inc. are also
subject to Pitney Bowes allegation of infringement of the '272 patent, and have
formally requested the Company to defend and indemnify them pursuant to the
terms of their agreements.  Minolta-QMS, Inc. has entered into a separate
settlement agreement with Pitney Bowes, and is no longer part of the current
litigation.  On September 7, 2001, the Company filed a motion to intervene in
the District Court of Connecticut which was granted on December 12, 2001.  On
February 5, 2002, this action was transferred to the United States District
Court, District of Kentucky.  The parties are proceeding with this litigation.

     If the above pending action, with respect to the Company's indemnification
obligation in such action, is decided adversely, it would likely have a
material adverse affect on the Company's financial condition, cash flows and
results of operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its 2001 Annual Meeting on February 5, 2002. The
following matters were voted upon at the meeting:


     Proposal 1
     ----------

     To elect three Class I directors to hold office for a three-year term or
until their successors are elected and qualified:

<TABLE>
<CAPTION>

            Name of Director Elected           For         Against
            ------------------------           ---         -------
      <S>                                 <C>            <C>
       Peter Simone......................  49,997,879     1,202,442
       Young K. Sohn.....................  50,005,526     1,194,795
       Timothy Tomlinson.................  49,338,971     1,861,350

</TABLE>

                                      31

<PAGE>

     The following Directors remained on the Board of Directors subsequent to
the meeting:

                   Albert Y. C. Yu
                   K.C. Murphy
                   Richard B. Black
                   David Rynne

     Proposal 2
     ----------

     To approve an amendment to the 1994 Employee Stock Purchase Plan to
provide for:  (i) automatic annual increases in the number of shares authorized
for issuance under the plan by the lesser of (a) one percent of the then
outstanding shares of Oak common stock, (b) 500,000 shares, or (c) a lesser
amount determined by the Board; (ii) consecutive and overlapping 24-month
offering periods that begin every six months (with each 24-month offering
period consisting of four six-month purchase periods); (iii) under the plan
that, to the extent the fair market value of Oak common stock on any exercise
date in an offering period is lower than the fair market value of Oak common
stock on the first day of the offering period, then all participants in such
offering period will be automatically withdrawn from such offering period
immediately after the exercise of their options on such exercise date and
automatically re-enrolled in the immediately following offering period as of
the first day thereof; (iv) a purchase price per share equal to the lower of
(a) 85% of the fair market value of a share of common stock on the first day of
the offering period or (b) 85% of the fair market value of a share of common
stock on the last day of the purchase period; and (v) a limit of 500 shares
that can be purchased during any purchase period by a participant.

<TABLE>

        <S>                              <C>
         For............................. 33,787,515
         Against.........................  5,785,885
         Abstain.........................    148,452

</TABLE>

       There were 11,478,469 broker non-votes.


     Proposal 4
     ----------

      To approve an amendment to the 1994 Directors' Stock Option Plan to
eliminate the restriction that the provisions of the Directors Plan regarding
eligibility to participate in the plan and the amount, price, vesting, payment
terms and timing of grants of options may not be amended more than once every
six months:

<TABLE>

        <S>                              <C>
         For............................. 22,706,427
         Against......................... 16,857,538
         Abstain.........................    157,887

</TABLE>

       There were 11,478,469 broker non-votes.


     Proposal 5
     ----------

     To ratify the appointment of PricewaterhouseCoopers LLP as Oak's
independent public accountants for the fiscal year ending June 30, 2002.


<TABLE>

        <S>                              <C>
         For............................. 51,001,030
         Against.........................    142,777
         Abstain.........................     56,514

</TABLE>

     With respect to Proposal 3 (approval of an amendment to the 1994 Stock
Option Plan), due to technical difficulties experienced by a proxy advisory
firm relied upon by many of our institutional investors and the resulting delay
in the receipt of stockholder votes, the designated proxy holders adjourned the
annual meeting to February 6,


                                      32


<PAGE>


2002.  At the February 6 meeting, the technical problems had not yet been
resolved and the annual meeting was again adjourned to February 11, 2002, in
order to allow sufficient time for the stockholder votes with respect to
Proposal 3 to be recorded.  At the February 11, 2002 meeting, the meeting was
again adjourned and reconvened on March 7, 2002, to allow for further
solicitation of proxies with respect to Proposal 3. The following matter was
voted upon at that meeting:


     Proposal 3
     ----------

     To approve an amendment to the 1994 Stock Option Plan to increase the
number of shares of common stock authorized for issuance over the term of the
Option Plan by 1,900,000 shares.

<TABLE>
        <S>                              <C>
         For............................. 30,265,247
         Against......................... 21,097,289
         Abstain.........................    272,885

</TABLE>

       There were 155,938 broker non-votes.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>

     Exhibit
     Number                    Exhibit Title
     ------                    -------------
    <S>     <C>
     10.01   1994 Outside Directors' Stock Option Plan - As Amended and
             Restated February 5, 2002

     10.02   Amended and Restated 1994 Employee Stock Purchase Plan - As
             Amended and Restated February 5, 2002

</TABLE>

(b)  The Company filed no reports on Form 8-K during the quarter ended March
     31, 2002


                                      33

<PAGE>

                                  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.

                                                 OAK TECHNOLOGY, INC.
                                                 --------------------
                                                     (Registrant)


Date: May 9, 2002



                                               /s/    JOHN S. EDMUNDS
                                              ---------------------------
                                                   John S. Edmunds
                                        Senior Vice President of Finance and
                                               Chief Financial Officer
                                              (Principal Financial and
                                                 Accounting Officer)



                                      34


<PAGE>


                                 Exhibit Index
                                 -------------


<TABLE>
<CAPTION>

    Exhibit
    Number                          Description
    ------                          -----------
    <S>    <C>
     10.01  1994 Outside Directors' Stock Option Plan - As Amended and Restated
            February 5, 2002

     10.02  Amended and Restated 1994 Employee Stock Purchase Plan - As Amended
            and Restated February 5, 2002

</TABLE>

                                      35


<PAGE>