<PAGE>
                                                                              
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                    FORM 10-Q


(Mark One)

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

For the quarterly period ended December 28, 1997

Or

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

For the transition period from ____________ to ____________


Commission file number 0-20028
                                                                               
                            VALENCE TECHNOLOGY, INC.
              (Exact name of registrant as specified in its charter)


                Delaware                                77-0214673
    --------------------------------          --------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
      incorporation or organization)

                   301 Conestoga Way, Henderson, Nevada 89015
         -----------------------------------------------------------
         (Address of principal executive offices including zip code)


                                 (702) 558-1000
         -----------------------------------------------------------
              (Registrant's telephone number, including area code)


         -----------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


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.
                                                                               
                                       
           (1) Yes   X    No                         (2) Yes   X    No
                    ---      ---                              ---       ---

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

     Common Stock $0.001 par value                   23,765,968 shares
     -----------------------------             -----------------------------
                (Class)                     (Outstanding at February 2, 1998)

                                                                    Page 1 of 15

<PAGE>
                                                                               
                  VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                     (companies in the development stage)

                                   FORM 10-Q

                FOR THE THIRD QUARTER ENDED DECEMBER 28, 1997


                                     INDEX

                                                                           PAGES

PART I.       FINANCIAL INFORMATION

    Item 1.   Financial Statements:

              Condensed Consolidated Balance Sheets as of 
              December 28, 1997 and March 30, 1997 . . . . . . . . . . . . . . 3

              Condensed Consolidated Statements of Operations
              for the period from March 3, 1989 (date of inception)
              to December 28, 1997 and for each of the three month and nine
              month periods ended December 28, 1997 and December 29, 1996. . . 4

              Condensed Consolidated Statements of Cash Flows
              for the period from March 3, 1989 (date of inception)
              to December 28, 1997 and for each of the nine month
              periods ended December 28, 1997 and December 29, 1996. . . . . . 5

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

    Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations. . . . . . . . . . . . . . . 8


PART II.      OTHER INFORMATION

    Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .11


SIGNATURES

                                       2

<PAGE>
                                       
                   VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)
                                  (unaudited)
                                     _____

<TABLE>
<CAPTION>
                                                            December 28,        March 30, 
                                                                1997              1997    
                                                            ------------      ------------
<S>                                                         <C>               <C>         
                    ASSETS                                                                
Current assets:                                                                           
    Cash and cash equivalents                               $     17,349      $     27,832
    Short-term investments                                            --             5,556
    Accounts receivable                                            1,822               431
    Interest receivable                                                2               126
    Prepaids and other current assets                                104               120
                                                            ------------      ------------
         Total current assets                                     19,277            34,065
                                                                                          
Investments                                                           --             4,000
Property, plant and equipment, net                                28,734            17,191
Investments in Joint Venture                                       1,616                --
Other assets                                                         240               270
                                                            ------------      ------------
              Total assets                                  $     49,867      $     55,526
                                                            ------------      ------------
                                                            ------------      ------------
                    LIABILITIES                                                           
Current liabilities:                                                                      
    Current portion of long-term debt                       $        502      $      1,433
    Accounts payable                                               4,594             1,949
    Accrued expenses                                               7,294             7,317
    Accrued compensation                                           1,518             1,261
                                                            ------------      ------------
         Total current liabilities                                13,908            11,960
                                                                                          
Deferred revenue                                                   2,500                --
Long-term debt, less current portion                               4,849             5,217
                                                            ------------      ------------
             Total liabilities                                    21,257            17,177
                                                            ------------      ------------
                                                                                          
Contingencies (Note 3).                                                                   
                                                                                          
              STOCKHOLDERS' EQUITY                                                        
Preferred stock, $0.001 par value:                                                        
    Authorized:   10,000 shares;                                                          
    Issued and outstanding:  none                                                         
                                                                                          
Common stock, $0.001 par value:                                                           
    Authorized:  50,000 shares;                                                           
    Issued and outstanding:  23,473 and 21,745 shares at                                  
    December 28, 1997 and March 30, 1997, respectively           146,478           140,580
Deficit accumulated during the development stage                (119,824)         (103,526)
Cumulative translation adjustment                                  1,956             1,295
                                                            ------------      ------------
         Total stockholders' equity                               28,610            38,349
                                                            ------------      ------------
              Total liabilities and stockholders' equity    $     49,867      $     55,526
                                                            ------------      ------------
                                                            ------------      ------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial 
                                    statements.

                                       3

<PAGE>

                                       
                   VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                     (COMPANIES IN THE DEVELOPMENT STAGE)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                  (unaudited)
                                     _____
<TABLE>
<CAPTION>
                                  Period from                                                                        
                                 March 3, 1989                                                                       
                              (date of inception)          Three Months Ended                Nine Months Ended       
                                    through           -----------------------------     -----------------------------
                                  December 28,        December 28,     December 29,     December 28,     December 29,
                                      1997                1997             1996             1997             1996    
                                 ------------         ------------     ------------     ------------     ------------
<S>                              <C>                  <C>              <C>              <C>              <C>         
Revenue:                                                                                                             
    Research and                                                                                                     
         development                                                                                                 
         contracts               $     21,605         $         --     $         --     $         --     $         --
                                 ------------         ------------     ------------     ------------     ------------
Costs and expenses:                                                                                                  
    Research and                                                                                                     
         development                   80,772         $      3,261     $      3,570     $     11,723     $      8,810
                                                                                                                     
    Marketing                           3,139                  212               29              462              152
    General and                                                                                                      
         administrative                36,541                1,381            1,695            4,179            4,122
    Purchase of in                                                                                                   
         process                                                                                                     
         technology                     8,212                   --               --               --               --
    Investment in                                                                                                    
         Danish                                                                                                      
         subsidiary                     3,489                   --               --               --               --
    Special charges                    18,872                   --               --               --               --
                                 ------------         ------------     ------------     ------------     ------------
    Total costs and                                                                                                  
              expenses                151,025                4,854            5,294           16,364           13,084
                                 ------------         ------------     ------------     ------------     ------------
         Operating loss              (129,420)              (4,854)          (5,294)         (16,364)         (13,084)

Interest income                        14,689                  189              631              963            2,084
Interest expense                       (4,209)                (148)            (139)            (447)            (425)
Equity in earnings                                                                                                   
(losses) of Joint                                                                                                    
Venture                                  (884)                (150)              --             (450)              --
                                 ------------         ------------     ------------     ------------     ------------
             Net loss            $   (119,824)        $     (4,963)    $     (4,802)    $    (16,298)    $    (11,425)
                                 ------------         ------------     ------------     ------------     ------------
                                 ------------         ------------     ------------     ------------     ------------
                                                                                                                     
Net loss per share:                                                                                                  
Basic and Diluted                $         --         $      (0.21)    $      (0.22)    $      (0.72)    $      (0.53)
                                 ------------         ------------     ------------     ------------     ------------
                                 ------------         ------------     ------------     ------------     ------------

Shares used in 
computing net loss 
per share: Basic and 
Diluted                                    --               23,406           21,673           22,644          21,672
                                 ------------         ------------     ------------     ------------     ------------
                                 ------------         ------------     ------------     ------------     ------------
</TABLE>


The accompanying notes are an integral part of these consolidated financial
                             statements.

                                       4

<PAGE>

                                       
                  VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                     (COMPANIES IN THE DEVELOPMENT STAGE)

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 (in thousands, except per share amounts)
                                 (unaudited)
                                    _____

<TABLE>
<CAPTION>
                                                               Period from                                                       
                                                               March 3, 1989                                                     
                                                            (date of inception)          Nine Months             Nine Months     
                                                                  through                   Ended                   Ended        
                                                                December 28,             December 28,             December 29,   
                                                                    1997                     1997                    1997        
                                                           --------------------     --------------------     --------------------
<S>                                                        <C>                      <C>                      <C>                 
Cash flows from operating activities:                                                                                            
    Net loss                                               $           (119,824)    $            (16,298)    $           (11,425)
    Adjustments to reconcile net loss to net cash                                                                                
         used in operating activities:                                                                                           
         Depreciation and amortization                                   21,007                    1,162                   2,618 
         Write-off of equipment                                          14,792                       --                      -- 
         Write-off of in-process technology                               6,211                       --                      -- 
         Compensation related to stock options                            2,428                    1,007                      30 
         Noncash charge related to acquisition                                                                                   
              of Danish subsidiary                                        2,245                       --                      -- 
    Equity in (earnings) losses of Joint Venture                            884                      450                      -- 
    Changes in assets and liabilities:                                                                                           
         Accounts receivable                                               (733)                  (1,391)                    (32)
         Interest receivable                                                  8                      125                     192 
         Notes receivable                                                   (27)                     117                     258 
         Prepaid expenses and other current assets                         (710)                     363                    (899)
         Accounts payable                                                 4,493                    2,645                     378 
         Accrued liabilities                                                966                      673                    (604)
         Deferred revenue                                                 2,500                    2,500                       0 
                                                           --------------------     --------------------     --------------------
              Net cash used in operating activities                     (65,760)                  (8,647)                 (9,484)
                                                           --------------------     --------------------     --------------------
                                                                                                                                 
Cash flows from investing activities:                                                                                            
    Purchases of long-term investments                                 (665,789)                (187,561)               (288,259)
    Maturities in long-term investments                                 659,113                  194,685                 311,255 
    Capital expenditures                                                (51,144)                 (11,892)                 (3,040)
    Other                                                                  (222)                       0                       0 
                                                           --------------------     --------------------     --------------------
                                                                                                                                 
              Net cash provided by (used in)                                                                                     
                   investing activities                                 (58,042)                  (4,768)                 19,956 
                                                           --------------------     --------------------     --------------------
                                                                                                                                 
Cash flows from financing activities:                                                                                            
    Property and equipment grants                                         4,419                        0                      28 
    Maturities of restricted cash                                                                                                
    Borrowings of long-term debt                                         15,502                       --                      -- 
    Payments of long-term debt:                                                                                                  
         Product development loan                                          (482)                      --                      -- 
         Shareholder and director                                        (6,173)                      --                      -- 
         Other long-term debt                                           (11,834)                  (1,298)                 (1,505)
    Proceeds from issuance of common stock,                                                                                      
         net of costs                                                   141,675                    4,891                       0 
                                                           --------------------     --------------------     --------------------
                                                                                                                                 
              Net cash provided by (used in) financing                                                                           
                   activities                                           143,107                    3,593                  (1,477)
                                                           --------------------     --------------------     --------------------
                                                                                                                                 
Effect of foreign exchange rates on cash and cash                                                                                
    equivalents                                                          (1,956)                    (661)                   (664)
                                                                                                                                 
Increase (decrease) in cash and cash equivalents                         17,349                  (10,483)                  8,331 
Cash and cash equivalents, beginning of period                                0                   27,832                  24,569 
                                                           --------------------     --------------------     --------------------
Cash and cash equivalents, end of period                   $             17,349     $             17,349     $            32,900 
                                                           --------------------     --------------------     --------------------
                                                           --------------------     --------------------     --------------------


</TABLE>

The accompanying notes are an integral part of these consolidated financial
                              statements.

                                       5

<PAGE>

                                       
                 VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                   (COMPANIES IN THE DEVELOPMENT STAGE)

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                     _____

1.   INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

These interim condensed consolidated financial statements are unaudited but 
reflect, in the opinion of management all normal recurring adjustments 
necessary to present fairly the financial position of Valence Technology, 
Inc. and Subsidiaries (the Company) as of December 28, 1997 and March 30, 
1997, and its consolidated results of operations and cash flows for the 
period from March 3, 1989 (date of inception) to December 28, 1997 and for 
each of the three-month and nine-month periods ended December 28, 1997 and 
December 29, 1996.  Because all the disclosures required by generally 
accepted accounting principles are not included, these interim condensed 
consolidated financial statements should be read in conjunction with the 
audited financial statements and notes thereto in the Company's Annual Report 
on Form 10-K as of and for the year ended March 30, 1997.  The year end 
condensed consolidated balance sheet data as of March 30, 1997 was derived 
from audited financial statements, but does not include all disclosures 
required by generally accepted accounting principles.

The results of operations for the three-month and nine-month periods and the 
cash flows for the nine-months ended December 28, 1997 are not necessarily 
indicative of results of operations and cash flows for any future period.

2.   NET LOSS PER SHARE

Financial Acounting Standards Board Statement No. 128, "Earnings Per Share" 
(SFAS 128), specifies the computation, presentation, and disclosure 
requirements for net income (loss) per share and became effective for the 
Company's three month and nine month periods ended December 28, 1997.  
Accordingly, net  income per share for the three and nine month periods ended 
December 28, 1997 have been computed in acccordance with SFAS 128 and all 
prior period net income per share data presented has been restated to conform 
with SFAS 128.

The computation of net loss per share is based on the weighted average number 
of common shares outstanding during the period.  Common stock options and 
warrants have not been included in the computation since their inclusion 
would be antidilutive.

3.   CONTINGENCIES

LITIGATION

In May 1994, a series of class action lawsuits were filed in the United 
States District Court for the Northern District of California against the 
Company and certain of its present and former officers and directors.  These 
lawsuits were consolidated, and in September 1994 the plaintiffs filed a 
consolidated and amended class action complaint.  Following the Court's 
Orders on motions to dismiss the complaint, which were granted in part and 
denied in part, the plaintiffs filed an amended complaint in October 1995 
("Complaint").  The Complaint alleges violations of the federal securities 
laws against the Company, certain of its present and former officers and 
directors, and the underwriters of the Company's public stock offerings, 
claiming that the defendants issued a series of false and misleading 
statements, including filings with the Securities and Exchange Commission, 
with regard to the Company's business and future prospects.  The plaintiffs 
seek to represent a class of persons who purchased the Company's common stock 
between May 7, 1992 and August 10, 1994.  The Complaint seeks unspecified 
compensatory and punitive damages, attorney's fees and costs. On January 23, 
1996, the Court dismissed, with prejudice, all claims against the 
underwriters of the Company's public stock offerings, and one claim against 
the Company and its present and former officers and directors.  On April 29, 
1996, the Court dismissed with prejudice all remaining claims against a 
present director and limited claims against a former officer and director to 
the period when the person was an officer.  In December 1996, the Company and 
the remaining individual defendants filed motions for summary judgment, which 
the plaintiffs opposed.  In November 1997, the Court granted the Company's 
motion for summary judgment and entered a judgment in favor of all 
defendants. Plaintiffs have filed a notice of appeal with the Court.

                                       6

<PAGE>

                                       
                  VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                    (COMPANIES IN THE DEVELOPMENT STAGE)

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                                  (continued)

4.   RECENT ACCOUNTING PRONOUNCEMENTS

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.130, "REPORTING COMPREHENSIVE
INCOME"

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" 
(SFAS 130).  SFAS 130 establishes standards for reporting and display of 
comprehensive income and its components in a full set of general-purpose 
financial statements. Comprehensive income is defined as " the change in 
equity of a business enterprise during a period from transactions and other 
events and circumstances from nonowner sources.  It includes all changes in 
equity during a period except those resulting from investments by owners and 
distributions to owners."  SFAS 130 is effective for fiscal years beginning 
after December 15, 1997, and reclassification of financial statements for 
earlier periods provided for comparative purposes is required.  SFAS 130 is 
not expected to have a material impact on the Company's financial position, 
results of operations or cash flows.

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.131, "DISCLOSURES ABOUT SEGMENTS
OF AN ENTERPRISE AND RELATED INFORMATION"

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 131, "Disclosures about Segments of an 
Enterprise and Related Information" (SFAS 131).  SFAS 131 establishes 
standards for the way that public business enterprises report information 
about operating segments in annual financial statements and requires that 
those enterprises report selected information about operating segments in 
interim financial reports issued to shareholders.  SFAS 131 generally 
supersedes Statement of Financial Accounting Standards No. 14, "Financial 
Reporting for Segments of a Business Enterprise."  Under SFAS 131, operating 
segments are components of an enterprise about which separate financial 
information is available that is evaluated regularly by the chief operating 
decision maker in deciding how to allocate resources and in assessing 
performance.  Generally, financial information is required to be reported on 
the basis that is used internally. SFAS 131 is effective for financial 
statements for periods beginning after December 15, 1997, and restatement of 
comparative information for earlier years is required.  However, SFAS 131 is 
not required to be applied to interim financial statements in the initial 
year of application.  SFAS 131 will not have a material impact on the 
Company's financial position, results of operations or cash flows.

                                       7

<PAGE>

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

The discussion and analysis below, and throughout this report, contains 
forward looking statements within the meaning of Section 27A of the 
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 
1934.  Such forward looking statements involve a number of risks and 
uncertainties including, but not limited to, market acceptance, changing 
economic conditions, risks in product and technology development, effect of 
the Company's accounting policies and other risk factors detailed in the 
Company's Securities and Exchange Commission filings.  Actual results could 
differ materially from those projected or suggested in the forward looking 
statements as a result of the risk factors set forth herein and in the 
Company's Annual Report on Form 10-K as of and for the year ended March 30, 
1997.

This Management's Discussion and Analysis of Financial Condition and Results 
of Operations should be read in conjunction with the accompanying condensed 
consolidated financial statements and notes thereto contained herein and the 
Company's consolidated financial statements and notes thereto contained in 
the Company's Annual Report on Form 10-K as of and for the year ended March 
30, 1997.  The results for the three and nine month period ending December 
28, 1997 are not necessarily indicative of the results to be expected for the 
entire fiscal year ending March 29, 1998.

OVERVIEW

The Company was founded in 1989 to develop and commercialize advanced 
rechargeable batteries based on lithium and polymer technologies.  Since its 
inception, the Company has been a development stage company primarily engaged 
in acquiring and developing its initial technology, manufacturing limited 
quantities of prototype batteries, recruiting personnel, and acquiring 
capital. To date, other than insubstantial revenues from limited sales of 
prototype batteries, the Company has not received any significant revenues 
from the sale of products.  Substantially all revenues to date have been 
derived from a research and development contract with the Delphi Automotive 
Systems Group ("Delphi," formerly the Delco Remy Division), and operating 
group of the General Motors Corporation.  The Company has incurred cumulative 
losses of $119,824,000 from its inception to December 28, 1997.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED DECEMBER 28, 1997 AND DECEMBER 29, 1996 (THIRD 
QUARTER AND FIRST NINE MONTH PERIODS OF FISCAL 1998 AND FISCAL 1997, 
RESPECTIVELY).

During the three and nine month periods ended December 28, 1997, the Company 
continued development activities under a research and development agreement 
with Delphi. Payments were generally made in accordance with the achievement 
of certain milestones.  No revenues were recognized during the first three 
and nine month periods of fiscal 1998 and 1997.

In September, 1994 the Company and Delphi signed a new five year agreement to 
combine efforts in developing the Company's rechargeable solid state lithium 
polymer battery technology.  Under the agreement, Delphi and the Company 
combined their research and development activities in a new facility in 
Henderson, Nevada.  The new facility is owned by the Company, with Delphi 
paying a fee of $50,000 per month over the five year term of the new 
agreement for access to the Company's research and development (of which 
$150,000 and $450,000 were recognized during the third quarter and first nine 
months of fiscal 1998, and fiscal 1997, respectively, as an offset to 
research and product development expenses).  In addition, Delphi is paying a 
majority of the facility's operating costs over the term of the new five year 
agreement.  The Company is treating both of these payments as an offset to 
research and development expense.

Research and development expenses were $3,261,000 and $11,723,000 during the 
three and nine month periods ended December 28, 1997, respectively, as 
compared to $3,570,000 and $8,810,000 during the same periods of fiscal 1997. 
The increase year to year was primarily due to costs incurred to complete 
development and to proceed with manufacturing product in calendar year 1998.

Marketing expenses were $212,000 and $462,000 for the third quarter and first 
nine months of fiscal year 1998, respectively, as compared to $29,000 and 
$152,000 during similar periods of fiscal year 1997.  The comparative 
increase is the result of an increase in personnel, travel expenses, and 
severance costs.

                                       8

<PAGE>

                                       
General and administrative expenses decreased to $1,381,000 during the third 
quarter of fiscal year 1998, from $1,695,000 during the fiscal year 1997 
comparable period.  The third quarter decrease results from a reduction in 
legal fees associated with the shareholder class action lawsuit.  For the 
nine month periods, general and administrative expenses were essentially 
unchanged at $4,179,000 in 1998 versus $4,122,000 in 1997.

Interest income decreased to $189,000 and $963,000 during the third quarter 
and first nine months of fiscal year 1998, respectively, as compared to 
$631,000 and $2,084,000 during the same periods in the prior fiscal year.  
The difference is a result of a decline in funds available for investment 
purposes, due to funds used for operations.

Interest expense was constant at $148,000 and $447,000 during the third 
quarter and first nine months of fiscal year 1998, respectively, as compared 
to $139,000 and $425,000 during the prior fiscal year's comparable periods.

Joint venture expenses were $150,000 and $450,000 for the third quarter and 
first nine months of fiscal year 1998, respectively, as compared to nil for 
the third quarter and first nine months of fiscal year 1997.  Joint venture 
expenses represent 50% of the start up costs associated with the Hanil 
Valence operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company used $8,647,000 net cash for operating activities during fiscal 
year 1998's first nine months whereas it used $9,484,000 during the first 
nine months of fiscal year 1997, a decrease between comparable periods of 
$837,000.  This decrease primarily resulted from costs associated with the 
product commercialization activities.

During the nine months ended December 28, 1997, the Company used $4,768,000 
net cash from investing activities compared to providing $19,956,000 during 
the first nine months of fiscal year 1997, a decrease of $24,724,000 between 
comparable periods.  The increase was a result of shortened investment 
maturities, resulting in reclassification to cash and cash equivalents as 
well as increased costs associated with present commercialization efforts.

The Company provided $3,593,000 net cash from financing activities during 
fiscal year 1998's first nine months versus using $1,477,000 during the first 
nine months of fiscal year 1997.  This increase was primarily due to the 
Company receiving proceeds from common stock issuance pursuant to the 
exercising of expiring warrants and stock option exercises.

As a result of the above, the Company had a net decrease in cash and cash 
equivalents of $10,483,000 during the fiscal year 1998's first nine months, 
whereas it had a net increase of $8,331,000 during the same period of fiscal 
year 1997.

The Company's $2,000,000 working capital line of credit is available through 
March, 1998.  The working capital line collateralizes outstanding letters of 
credit, which reduce borrowings otherwise available under the line.  As of 
December 28, 1997, there is one outstanding letter of credit in the amount of 
$25,000 to assure delivery of raw materials for product commercialization.

During fiscal year 1994, the Company through its Dutch subsidiary, signed an 
agreement with the Northern Ireland Industrial Development Board (IDB) to 
open an automated manufacturing plant in Northern Ireland in exchange for 
capital and revenue grants from the IDB.  The Company has also received 
offers from the IDB to receive additional grants.  The grants available under 
the agreement and offers, for an aggregate of up to L27,555,000, generally 
become available over a five year period through October 31, 2001.  As of 
December 28, 1997, the Company had received grants aggregating L4,035,000 
reducing remaining grants available to L23,520,000 (US. $39,219,600 as of 
December 28, 1997).

As a condition to receiving funding from the IDB, the subsidiary must 
maintain a minimum of L12,000,000 in debt or equity financing from the 
Company.  Aggregate funding under the grants is limited to L4,035,000 until 
the Company has recognized  U.S. $4,000,000 in aggregate revenue from the 
sale of its batteries produced in Northern Ireland.  Given that the Company 
has no agreements to supply batteries using its current technology, there are 
no assurances that the Company will be able to meet the agreement's revenue 
test.

                                       9

<PAGE>

                                       
The amount of the grants available under the agreement and offers is 
primarily dependent on the level of capital expenditures made by the Company. 
Substantially all of the funding received under the grants is repayable to 
the IDB if the subsidiary is in default under the agreement and offers, which 
includes the permanent cessation of business in Northern Ireland.  Funding 
received under the grants to offset capital expenditures is repayable if 
related equipment is sold, transferred or otherwise disposed of during a four 
year period after the date of grant.  In addition, a portion of funding 
received under the grants may also be repayable if the subsidiary fails to 
maintain specified employment levels for the two year period immediately 
after the end of the five year grant period.  The Company has guaranteed the 
subsidiary's obligations to the IDB under the agreement.  There can be no 
assurance that the Company will be able to meet the requirements necessary 
for it to receive and retain grants under the IDB agreement and offers.

At December 28, 1997, the Company's working capital was $5,370,000.  The 
Company expects that its existing funds as of December 28, 1997, together 
with the interest earned thereon, will be sufficient to fund the Company's 
operations through the end of fiscal year 1998.  The Company anticipates that 
it will need substantial additional funds commencing in fiscal 1999 for 
capital expenditures, research and product development, marketing and general 
and administrative expenses and to pursue joint venture opportunities.  The 
Company's cash requirements, however, may vary materially from those now 
planned because of changes in the Company's operations, including changes in 
OEM relationships or market conditions.  There can be no assurance that funds 
for these purposes, whether from equity or debt financing agreements with 
strategic partners or other sources, will be available on favorable terms, if 
at all.  In the event the Company is unable to raise adequate funds in the 
early part of fiscal 1999, it may have to curtail significantly its 
activitites, which would have a significantly adverse impact on the Company's 
short term operations as well as long term prospects.

Forward looking statments involve a number of risks and uncertaintites 
including, but not limited to, market acceptance, changing economic 
conditions, risks in product and technology development, effect of the 
Company's accounting policies and other risk factors detailed in the 
Company's Securities and Exchange Commission filings.

LITIGATION

In May 1994, a series of class action lawsuits were filed in the United 
States District Court for the Northern District of California against the 
Company and certain of its present and former officers and directors.  These 
lawsuits were consolidated, and in September 1994 the plaintiffs filed a 
consolidated and amended class action complaint.  Following the Court's 
Orders on motions to dismiss the complaint, which were granted in part and 
denied in part, the plaintiffs filed an amended complaint in October 1995 
("Complaint").  The Complaint alleges violations of the federal securities 
laws against the Company, certain of its present and former officers and 
directors, and the underwriters of the Company's public stock offerings, 
claiming that the defendants issued a series of false and misleading 
statements, including filings with the Securities and Exchange Commission, 
with regard to the Company's business and future prospects.  The plaintiffs 
seek to represent a class of persons who purchased the Company's common stock 
between May 7, 1992 and August 10, 1994.  The Complaint seeks unspecified 
compensatory and punitive damages, attorney's fees and costs. On January 23, 
1996, the Court dismissed, with prejudice, all claims against the 
underwriters of the Company's public stock offerings, and one claim against 
the Company and its present and former officers and directors.  On April 29, 
1996, the Court dismissed with prejudice all remaining claims against a 
present director and limited claims against a former officer and director to 
the period when the person was an officer.  In December 1996, the Company and 
the remaining individual defendants filed motions for summary judgment, which 
the plaintiffs opposed.  In November 1997, the Court granted the Company's 
motion for summary judgment and entered a judgment in favor of all 
defendants. Plaintiffs have filed a notice of appeal with the Court.

RECENT ACCOUNTING PRONOUNCEMENTS

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.130, "REPORTING COMPREHENSIVE 
INCOME"

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" 
(SFAS 130).  SFAS 130 establishes standards for reporting and display of 
comprehensive income and its components in a full set of general-purpose 
financial statements. Comprehensive income is defined as " the change in 
equity of a business enterprise during a period from transactions and other 
events and circumstances from nonowner sources.  It includes all changes in 
equity during a period except those resulting from investments by owners and 
distributions to owners."  SFAS 130 is effective for fiscal years beginning 
after December 15, 1997, and reclassification of financial statements for 
earlier periods provided for comparative purposes is required.  SFAS 130 is 
not expected to have a material impact on the Company's financial position, 
results of operations or cash flows.

                                       10

<PAGE>

                                       
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.131, "DISCLOSURES ABOUT SEGMENTS
OF AN ENTERPRISE AND RELATED INFORMATION"

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 131, "Disclosures about Segments of an 
Enterprise and Related Information" (SFAS 131).  SFAS 131 establishes 
standards for the way that public business enterprises report information 
about operating segments in annual financial statements and requires that 
those enterprises report selected information about operating segments in 
interim financial reports issued to shareholders.  SFAS 131 generally 
supersedes Statement of Financial Accounting Standards No. 14, "Financial 
Reporting for Segments of a Business Enterprise."  Under SFAS 131, operating 
segments are components of an enterprise about which separate financial 
information is available that is evaluated regularly by the chief operating 
decision maker in deciding how to allocate resources and in assessing 
performance.  Generally, financial information is required to be reported on 
the basis that is used internally. SFAS 131 is effective for financial 
statements for periods beginning after December 15, 1997, and restatement of 
comparative information for earlier years is required.  However, SFAS 131 is 
not required to be applied to interim financial statements in the initial 
year of application.  SFAS 131 will not have a material impact on the 
Company's financial position, results of operations or cash flows.

YEAR 2000 COMPLIANCE

The Company is in the process of formulating and implementing a program 
designed to ensure that all software used in connection with the Company's 
computer systems and testing and other equipment will manage and manipulate 
data involving the transition of dates from 1999 to 2000 without functional 
or data abnormality and without inaccurate results related to such dates. The 
Company currently anticipates that this program will not require additional 
significant manpower, although there can be no assurances that this will be 
the case or that the Company will not incur additional costs in connection 
with such program. There can be no assurances that the vendors of the Company 
will be in compliance, and the Company has no control over whether such 
vendors will be in compliance, with year 2000 requirements. Any failure on 
the part of the Company to ensure that its software complies with year 2000 
requirements or any similar failure on the part of the Company's vendors 
could have a material adverse effect on the Company, its financial condition 
and its results of operations.

                                       11

<PAGE>

                                       
                         PART II - OTHER INFORMATION


The discussion and analysis below, and throughout this report, contains 
forward looking statements within the meaning of Section 27A of the 
Securities and Exchange Act of 1934.  Actual results could differ materially 
from those projected or suggested in the forward looking statements as a 
result of the risk factors set forth herein and in the Company's Annual 
Report on Form 10-K as of and for the year ended March 31, 1996.

ITEM 1. LEGAL PROCEEDINGS

In May 1994, a series of class action lawsuits were filed in the United 
States District Court for the Northern District of California against the 
Company and certain of its present and former officers and directors.  These 
lawsuits were consolidated, and in September 1994 the plaintiffs filed a 
consolidated and amended class action complaint.  Following the Court's 
Orders on motions to dismiss the complaint, which were granted in part and 
denied in part, the plaintiffs filed an amended complaint in October 1995. 
("Complaint").  The Complaint alleges violations of the federal securities 
laws against the Company, certain of its present and former officers and 
directors, and the underwriters of the Company's public stock offerings, 
claiming that the defendants issued a series of false and misleading 
statements, including filings with the Securities and Exchange Commission, 
with regard to the Company's business and future prospects.  The plaintiffs 
seek to represent a class of persons who purchased the Company's common stock 
between May 7, 1992 and August 10, 1994.  The Complaint seeks unspecified 
compensatory and punitive damages, attorney's fees and costs. On January 23, 
1996, the Court dismissed, with prejudice, all claims against the 
underwriters of the Company's public stock offerings, and one claim against 
the Company and its present and former officers and directors.  On April 29, 
1996, the Court dismissed with prejudice all remaining claims against a 
present director and limited claims against a former officer and director to 
the period when the person was an officer.  In December 1996, the Company and 
the remaining individual defendants filed motions for summary judgment, which 
the plaintiffs opposed.  In November 1997, the Court granted the Company's 
motion for summary judgment and entered a judgment in favor of all 
defendants. Plaintiffs have filed a notice of appeal with the Court.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    a.   EXHIBITS

         Exhibit 11.1   Statement of Calculation of Net Loss Per Share

         Exhibit 27.1   Financial Data Schedule (EDGAR version only)

    b.   REPORTS ON FORM 8-K

         On December 10, 1997, the Company filed a report on Form 8-K stating 
         that a press release was issued by the Company on December 4, 1997   
         announcing the resignation of Calvin Reed and the selection of Lev   
         M. Dawson as Chairman and Chief Executive Officer.

                                       12

<PAGE>

                                       
                                   SIGNATURE


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 thereto duly authorized.

                                       VALENCE TECHNOLOGY, INC.
                                       (Registrant)




Date: February 11, 1998                By: /s/ David Archibald
                                          ------------------------------------
                                          David Archibald
                                          Vice President and 
                                          Chief Financial Officer
                                         (Principal Financial and 
                                          Accounting Officer)

                                       13

<PAGE>

                                       
                   VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
                     (companies in the development stage)

                                EXHIBIT INDEX

EXHIBIT NUMBER          EXHIBIT

11.1                    Statement of Calculation of Net Loss per Share

27.1                    Financial Data Schedule (EDGAR version only)







                                       14