UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal
                          Year Ended September 30, 2001

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Transition Period from ____ to ____

                         COMMISSION FILE NUMBER 0-17187

                           LOGIC DEVICES INCORPORATED
              -----------------------------------------------------
                          (Exact name of registrant as
                            specified in its charter)
       CALIFORNIA                                            94-2893789
---------------------------                         ---------------------------
  (State of Incorporation)                               (I.R.S. Employer
                                                        Identification No.)
                     1320 ORLEANS DRIVE, SUNNYVALE, CA 94089
          -------------------------------------------------------------
                    (Address of principal executive offices,
                               including Zip Code)

                                 (408) 542-5400
          -------------------------------------------------------------
                         (Registrant's telephone number,
                              including Area Code)

           Securities registered pursuant to Section 12(b) of the Act
     Title of Class                 Name of each exchange on which registered
     --------------                 -----------------------------------------
          NONE                                        NONE

           Securities registered pursuant to Section 12(g) for the Act
                         COMMON STOCK, WITHOUT PAR VALUE
                -------------------------------------------------
                                (Title of Class)

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

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

The aggregate market value of voting stock held by non-affiliates of the
registrant on December 19, 2001 was approximately $20,387,900. On that date,
there were 6,841,888 shares of Common Stock issued and outstanding.

Documents Incorporated By Reference: Part III incorporates certain information
by reference to the registrant's definitive Proxy Statement to the registrant's
annual meeting of shareholders to be held March 12, 2002.

Items 8 through 14 and the Exhibits of the Annual Report on Form 10-K for the
fiscal year ended September 30, 2001 of LOGIC Devices Incorporated (the
"Company" or the "registrant"), previously filed with the Securities and
Exchange Commission, is hereby amended and restated in its entirety as follows:


<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED
FINANCIAL STATEMENT SCHEDULES

CONSOLIDATED FINANCIAL STATEMENTS:                                         Page
----------------------------------                                         ----

Independent Auditors' Report.................................................20
Report of Independent Certified Public Accountants...........................21
Consolidated Balance Sheets, September 30, 2001 and October 1, 2000..........22
Consolidated Statements of Operations, fiscal years ended
   September 30, 2001, October 1, 2000, and October 3, 1999..................23
Consolidated Statements of Shareholders' Equity, fiscal years
   ended September 30, 2001, October 1, 2000, and October 3, 1999............24
Consolidated Statements of Cash Flows, fiscal years ended
   September 30, 2001, October 1, 2000, and October 3, 1999..................25
Summary of Accounting Policies...............................................26
Notes to Consolidated Financial Statements...................................30
Quarterly Financial Data (unaudited), fiscal years ended
   September 30, 2001and October 1, 2000.....................................38

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE:
------------------------------------------

Schedule II - Valuation and Qualifying Accounts..............................40




                                       19
<PAGE>

INDEPENDENT AUDITORS' REPORT



To the Board of Directors
LOGIC Devices Incorporated
Sunnyvale, California

We have audited the accompanying consolidated balance sheet of LOGIC Devices
Incorporated as of September 30, 2001, and the related consolidated statements
of operations, shareholders' equity, and cash flows for the fiscal year then
ended. We have also audited the 2001 information included in Schedule II -
Valuation and Qualifying Accounts (the Schedule). These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The consolidated financial statements of LOGIC
Devices Incorporated for the fiscal years ended October 1, 2000 and October 3,
1999, and the 2000 and 1999 information included in Schedule II, were audited by
other auditors, whose report dated November 7, 2000, expressed an unqualified
opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 2001 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of LOGIC
Devices Incorporated as of September 30, 2001, and the results of its operations
and its cash flows for the fiscal year then ended in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the Schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the 2001
information set forth therein.

                                                  /s/ Hood and Strong LLP
                                                -----------------------------
                                                Hood and Strong LLP

Menlo Park, California
November 12, 2001



                                       20
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
LOGIC Devices Incorporated
Sunnyvale, California

We have audited the accompanying consolidated balance sheet of LOGIC Devices
Incorporated as of October 1, 2000, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years ended October 1,
2000 and October 3, 1999. We have also audited Schedule II - Valuation and
Qualifying Accounts (the Schedule) as of and for the years ended October 1, 2000
and October 3, 1999. These financial statements and the Schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and the Schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and Schedule are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and Schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements and Schedule.
We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of LOGIC Devices
Incorporated at October 1, 2000, and the results of their operations and their
cash flows for the years ended October 1, 2000 and October 3, 1999, in
conformity with accounting principles generally accepted in the United States of
America.

Also, in our opinion, the Schedule presents fairly, in all material respects,
the information set forth therein.

                                                 /s/ BDO Seidman, LLP
                                               ---------------------------
                                               BDO Seidman, LLP

San Francisco, California
November 7, 2000




                                       21
<PAGE>

                           LOGIC DEVICES INCORPORATED

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                             September 30,              October 1,
                                                                                      2001                    2000
-------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                    <C>
ASSETS

Current assets:
     Cash and cash equivalents                                            $        217,500       $         753,300
     Accounts receivable, net of allowance for doubtful
       accounts of $20,000 (Notes 9 and 10)                                      3,352,200               1,648,800
     Inventories (Notes 1 and 10)                                               11,695,700              12,182,300
     Prepaid expenses and other current assets                                     192,600                 235,300
                                                                           ---------------        ----------------
         Total current assets                                                   15,458,000              14,819,700

Property and equipment, net (Notes 2 and 11)                                     1,592,000               2,423,700

Other assets (Note 4)                                                              181,000                 345,100
                                                                           ---------------        ----------------

                                                                          $     17,231,000       $      17,588,500
                                                                           ===============        ================


LIABILITIES AND SHAREHOLDERS' EQUITY:

Current liabilities:
     Accounts payable                                                     $        268,100       $         192,000
     Accrued payroll and vacation                                                  190,900                 153,500
     Accrued commissions                                                            54,600                 115,300
     Other accrued expenses                                                          5,500                  44,600
     Capital lease obligations, current portion
         (Notes 2, 7, and 11)                                                       54,700                 194,200
     Income taxes payable (Note 6)                                                   1,900                   5,200
                                                                           ---------------        ----------------
         Total current liabilities                                                 575,700                 704,800

Capital lease obligations, less current portion
     (Notes 2, 7, and 11)                                                            2,900                  38,300
                                                                           ---------------        ----------------

Total liabilities                                                                  578,600                 743,100
                                                                           ---------------        ----------------

Commitments and contingencies (Note 7)

Shareholders' equity (Notes 3 and 8):
     Preferred stock, no par value; 1,000,000 shares
       authorized; 5,000 designated as Series A;
       0 shares issued and outstanding                                                   -                       -
     Common stock, no par value; 10,000,000 shares
       authorized; 6,841,888 shares issued and outstanding                      18,522,700              18,522,700
     Additional paid-in capital                                                     19,000                       -
     Accumulated deficit                                                        (1,889,300)             (1,677,300)
                                                                           ---------------        ----------------

Total shareholders' equity                                                      16,652,400              16,845,400
                                                                           ---------------        ----------------

                                                                          $     17,231,000       $      17,588,500
                                                                           ===============        ================
</TABLE>

          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.



                                       22
<PAGE>

                           LOGIC DEVICES INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                            Fiscal Years Ended:
                                                       ------------------------------------------------------------
                                                           September 30,           October 1,           October 3,
                                                                    2001                 2000                 1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                  <C>
Net revenues (Note 9)                                  $      10,007,300    $      11,785,900    $      12,921,600

Cost of revenues                                               6,167,300            7,278,800            8,126,200
                                                        ----------------     ----------------     ----------------

Gross profit                                                   3,840,000            4,507,100            4,795,400
                                                        ----------------     ----------------     ----------------

Operating expenses:
     Research and development                                  1,926,100            1,660,600            1,367,400
     Selling, general, and administrative                      2,091,400            2,076,200            2,276,600
                                                        ----------------     ----------------     ----------------

Total operating expenses                                       4,017,500            3,736,800            3,644,000
                                                        ----------------     ----------------     ----------------

(Loss) income from operations                                   (177,500)             770,300            1,151,400
                                                        ----------------     ----------------     ----------------

Other (income) expense:
     Interest expense                                             54,700              314,100              571,600
     Interest income                                             (10,100)              (8,100)                (400)
     Other income                                                (20,500)             (47,900)             (40,400)
                                                        ----------------     ----------------     ----------------

Total other expense                                               24,100              258,100              530,800
                                                        ----------------     ----------------     ----------------

(Loss) income before provision for
     income taxes                                               (201,600)             512,200              620,600

(Provision) benefit for income taxes (Note 6)                    (10,400)              10,200              (20,000)
                                                        ----------------     ----------------     ----------------

Net (loss) income                                      $        (212,000)   $         522,400    $         600,600
                                                        ================     ================     ================

Basic and diluted (loss) income per share              $           (0.03)   $            0.08    $            0.09
                                                        ================     ================     ================

Basic weighted average
     common shares outstanding                                 6,841,888            6,771,826            6,635,427
                                                        ================     ================     ================

Diluted weighted average
     common shares outstanding                                 6,841,888            6,892,610            6,635,427
                                                        ================     ================     ================
</TABLE>


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.




                                       23
<PAGE>

                           LOGIC DEVICES INCORPORATED

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                            Common Stock                   Common     Additional
                                    -----------------------------           Stock        Paid-in     (Accumulated)
                                           Shares          Amount      Subscribed        Capital          Deficit)          Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>              <C>            <C>            <C>              <C>
Balances, September 30, 1998            6,632,388  $   18,091,900   $    (307,500) $           -  $    (2,800,300) $   14,984,100

Issuance of common stock on
   exercise of stock options (Note 8)      18,100          41,500               -              -                -          41,500

Proceeds from common stock
   Subscribed (Note 3)                          -               -         307,500              -                -         307,500

Net income                                      -               -               -              -          600,600         600,600
                                    -------------   -------------    ------------   ------------   --------------   -------------

Balances, October 3, 1999               6,650,488      18,133,400               -              -       (2,199,700)     15,933,700

Issuance of common stock on
   exercise of stock options (Note 8)      91,400         242,400               -              -                -         242,400

Issuance of common stock on
   exercise of warrants (Note 8)          100,000         146,900               -              -                -         146,900

Net income                                      -               -               -              -          522,400         522,400
                                    -------------   -------------    ------------   ------------   --------------   -------------

Balances, October 1, 2000               6,841,888      18,522,700               -              -       (1,677,300)     16,845,400

Issuance of common  stock
   options to nonemployees                      -               -               -         19,000                -          19,000

Net loss                                        -               -               -              -         (212,000)       (212,000)
                                    --------------  -------------    ------------   ------------   --------------   -------------

Balances, September 30, 2001            6,841,888  $   18,522,700   $           -  $      19,000  $    (1,889,300) $   16,652,400
                                    =============   =============    ============   ============   ==============   =============
</TABLE>

          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.



                                       24
<PAGE>

                           LOGIC DEVICES INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      Fiscal Years Ended:
                                                                -----------------------------------------------------------
                                                                    September 30,          October 1,           October 3,
                                                                             2001                2000                 1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                  <C>                  <C>
Cash flows from operating activities:
     Net (loss) income                                          $        (212,000)   $        522,400     $        600,600
     Adjustments to reconcile net (loss) income
       to net cash (used in) provided by operating
       activities:
         Depreciation and amortization                                  1,181,200           1,357,200            1,842,000
         Loss (gain) on disposal of capital equipment                       3,600             (48,000)                   -
         Allowance for doubtful accounts                                        -            (233,500)              84,000
         Issuance of common stock options for services                     19,000                   -                    -
         Changes in assets and liabilities:
           Accounts receivable                                         (1,703,400)          3,398,100             (344,000)
           Inventories                                                    486,600            (344,000)             697,300
           Prepaid expenses and other current assets                       42,700               4,100              193,200
           Income taxes receivable                                              -              68,000               22,000
           Accounts payable                                                76,100            (638,400)            (891,600)
           Accrued payroll and vacation                                    37,400             (52,400)             (14,000)
           Accrued commissions                                            (60,700)             75,300                    -
           Other accrued expenses                                         (39,100)            (26,000)            (138,600)
           Income taxes payable                                            (3,300)              5,200                    -
                                                                 ----------------     ---------------      ---------------
Net cash (used in) provided by operating activities                      (171,900)          4,088,000            2,050,900
                                                                 ----------------     ---------------      ---------------

Cash flows from investing activities:
     Capital expenditures                                                (163,200)           (247,800)            (430,200)
     Proceeds from sale of capital equipment                                    -             158,100                    -
     Other assets                                                           9,000              49,500              288,700
                                                                 ----------------     ---------------      ---------------
Net cash used in investing activities                                    (154,200)            (40,200)            (141,500)
                                                                 ----------------     ---------------      ---------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                     -             389,300               41,500
     Receipt of common stock subscription receivable                            -                   -              307,500
     Proceeds from bank borrowings                                        500,000                   -              693,300
     Repayments of bank borrowings                                       (500,000)         (3,490,000)          (2,553,300)
     Proceeds from notes payable, related party                                 -                   -              250,000
     Payment of notes payable, related party                                    -            (250,000)                   -
     Payments of capital lease obligations                               (209,700)           (181,500)            (553,600)
                                                                 ----------------     ---------------      ---------------
Net cash used in financing activities                                    (209,700)         (3,532,200)          (1,814,600)
                                                                 ----------------     ---------------      ---------------

Net (decrease) increase in cash and cash equivalents                     (535,800)            515,600               94,800

Cash and cash equivalents, beginning of period                            753,300             237,700              142,900
                                                                 ----------------     ---------------      ---------------

Cash and cash equivalents, end of period                        $         217,500    $        753,300     $        237,700
                                                                 ================     ===============      ===============
</TABLE>


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.



                                       25
<PAGE>

                           LOGIC DEVICES INCORPORATED

                         SUMMARY OF ACCOUNTING POLICIES


The Company

LOGIC Devices Incorporated (the Company) develops and markets high-performance
integrated circuits. The Company's products include high-speed digital signal
processing chips that are used in digital communications, broadcast and medical
imaging processing applications, instrumentation, and smart weapons systems.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, LOGIC Devices International, a foreign
sales corporation. All significant intercompany accounts and transactions have
been eliminated in consolidation.

Change in Fiscal Year

Effective September 16, 1999, the Company adopted a fiscal year consisting of 52
weeks of seven days, ending on Sundays. As a result of this change, the
Company's 2001, 2000, and 1999 fiscal years ended on September 30, October 1,
and October 3, respectively.

Reclassifications

Certain items were reclassified in the consolidated financial statements for
fiscal 2000 and 1999 to conform to the basis used in the consolidated financial
statements for fiscal 2001.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

Accounts Receivable

The Company establishes a general allowance for doubtful accounts based on
collectibility.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market
(Notes 1 and 10). Cost includes the purchase price of parts, assembly costs, and
overhead.

Property and Equipment

Property and equipment are stated at cost. Depreciation on equipment is
calculated on the straight-line method over the estimated useful lives of the
assets, generally three to seven years. Leasehold improvements and assets held
under capital lease are amortized on a straight-line basis over the shorter of
the lease terms or the estimated lives of the assets. Certain tooling costs are
capitalized by the Company and are amortized on a straight-line basis over the
shorter of the related product life cycle or five years.



                                       26
<PAGE>

                           LOGIC DEVICES INCORPORATED

                         SUMMARY OF ACCOUNTING POLICIES


Costs in Excess of Fair Value of Net Assets Acquired

The Company amortizes costs in excess of the fair value of identifiable net
assets acquired on a straight-line basis, over ten years.

Capitalized Software Costs

Internal test computer software development costs are capitalized as incurred
during the application development stage, as defined by SOP 98-1, Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use. The
capitalized software costs are amortized on a straight-line basis over the
shorter of the related expected product life cycle or five years.

Revenue Recognition

Revenue is generally recognized upon shipment of product. Sales to distributors
are made pursuant to agreements that provide the distributors certain rights of
return and price protection on unsold merchandise. Revenues from such sales are
recognized upon shipment, with a provision for estimated returns and allowances
recorded at that time, if applicable.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Deferred
income tax assets and liabilities are recognized based on the temporary
differences between the financial statement and income tax basis of assets,
liabilities, and carryforwards using enacted tax rates. Valuation allowances are
established for deferred tax assets to the extent of the likelihood that the
deferred tax assets may not be realized.

Income (Loss) Per Common Share

Basic income (loss) per share is computed by dividing the net income (loss)
attributable to common shares, by the weighted average number of common shares
outstanding during each period. Diluted income (loss) per share is similar to
basic income (loss) per share, except that the weighted average number of common
shares outstanding is increased to reflect the dilutive effect of potential
common shares, such as those issuable upon the exercise of stock options or
warrants, contingent shares, and the conversion of preferred stock, as if they
had been issued.

For the fiscal years ended September 30, 2001, October 1, 2000, and October 3,
1999, there is no difference between basic and diluted income (loss) per share,
as there were no dilutive stock options in fiscal 2001 and 1999, and the number
of stock options with a dilutive effect was minimal in fiscal 2000. For fiscal
2001, 2000, and 1999, options to purchase 1,001,500, 754,800, and 1,061,400
shares of common stock were excluded from the computation of diluted income
(loss) per share since their effect would be antidilutive.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, and
accounts payable approximate fair value because of the short maturity of these
items. The Company's bank borrowings approximate fair value because the interest
rate fluctuates with changes in the prime rate. The Company's capital lease
obligations approximate fair value, based on rates currently available from the
bank for debt with similar terms and maturities.



                                       27
<PAGE>

                           LOGIC DEVICES INCORPORATED

                         SUMMARY OF ACCOUNTING POLICIES


Long-Lived Assets

Long-lived assets, including property and equipment, goodwill, and other
intangible assets, are assessed for possible impairment whenever events or
changes in circumstances indicate that the carrying amounts may not be
recoverable, or whenever management has committed to a plan to dispose of the
assets. Such assets are carried at the lower of book value or fair value as
estimated by management based on appraisals, current market value, and
comparable sales value, as appropriate. Assets to be held and used affected by
such impairment loss are depreciated or amortized at their new carrying amounts
over the remaining estimated life; assets to be sold or otherwise disposed of
are not subject to further depreciation or amortization. In determining whether
an impairment exists, the Company uses undiscounted future cash flows without
interest charges compared to the carrying value of the assets.

Stock-based Compensation

The Company has adopted the provisions of SFAS No. 123, Accounting for
Stock-Based Compensation. Under this standard, companies are encouraged, but not
required, to adopt the fair value method of accounting for employee stock-based
transactions. Under the fair value method, compensation cost is measured at the
grant date based on the fair value of the award and is recognized over the
service period, which is usually the vesting period. Companies are permitted to
continue to account for employee stock-based transactions under Accounting
Principles Board (APB) No. 25, Accounting for Stock Issued to Employees, but are
required to disclose pro forma net income (loss) and income (loss) per share as
if the fair value method had been adopted. The Company has elected to continue
to account for employee stock-based compensation under APB No. 25.

Segment Reporting

The Company is organized in a single operating segment for purposes of making
operating decisions and assessing performance. The president (the chief
operating decision maker) evaluates performance, makes operating decisions, and
allocates resources based on financial data consistent with the presentation in
the accompanying consolidated financial statements.

Adoption of New Accounting Pronouncements

In June 1999 and June 2000, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities and SFAS No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment of SFAS No. 133, respectively. SFAS No.
133 and No. 138 require companies to recognize all derivative contracts as
either assets or liabilities in the balance sheet and to measure them at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of gain or
loss recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged assets or liabilities that are
attributable to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not designated as a hedging instrument,
the gain and loss is recognized in income in the period of change. In June 2000,
the FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133, which
amends SFAS No. 133 to be effective, concurrently with SFAS No. 138, for all
fiscal quarters of all fiscal years beginning after June 15, 2000.

Historically, the Company has not entered into derivative contracts either to
hedge existing risks or for speculative purposes. Accordingly, the adoption of
the new standard did not have a material impact on the Company's financial
position, results of operations, or cash flows.



                                       28
<PAGE>

                           LOGIC DEVICES INCORPORATED

                         SUMMARY OF ACCOUNTING POLICIES


In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. The statement
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities, and revises the accounting
standards for securizations and transfers of financial assets and collateral.
The adoption of SFAS No. 140 did not have a material impact on the Company's
financial position, results of operations, or cash flows.

In June 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets. SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting. It also specifies the types of acquired
intangible assets that are required to be recognized and reported separately
from goodwill. The Company does not anticipate any material impact from the
adoption of this standard. SFAS No. 142 will require that goodwill and certain
intangibles no longer be amortized, but instead be tested for impairment at
least annually. SFAS No. 142 is effective for all fiscal years beginning after
December 15, 2001, with early application permitted in certain circumstances.
The Company plans early adoption of SFAS No. 142 during fiscal 2002, and does
not expect any impairment of goodwill upon adoption. Goodwill amortization
aggregated $30,700 in fiscal 2001, 2000, and 1999.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. The statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The statement is effective for all fiscal
years beginning after June 15, 2002, with early application permitted. The
Company does not expect the adoption of SFAS No. 143 to have a material impact
on the Company's financial position, results of operations, or cash flows.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, and the accounting and reporting provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business. The
statement is effective for all fiscal years beginning after December 15, 2001,
with early application permitted. The Company does not expect the adoption of
SFAS No. 144 to have a material impact on the Company's financial position,
results of operations, or cash flows.



                                       29
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       INVENTORIES
<TABLE>
<CAPTION>
     A summary of inventories follows:

                                                                                September 30,           October 1,
                                                                                         2001                 2000
                                                                            -----------------    -----------------
<S>                                                                        <C>                  <C>
         Raw materials                                                     $        1,544,800   $        3,826,400
         Work-in-process                                                            6,801,900            5,573,900
         Finished goods                                                             3,349,000            2,782,000
                                                                            -----------------    -----------------

                                                                           $       11,695,700   $       12,182,300
                                                                            =================    =================
</TABLE>

2.       PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
     A summary of property and equipment follows:

                                                                                September 30,           October 1,
                                                                                         2001                 2000
                                                                            -----------------    -----------------
<S>                                                                        <C>                  <C>
         Equipment                                                         $        5,047,500   $        4,838,200
         Tooling costs                                                              2,175,100            2,962,500
         Leasehold improvements                                                        69,300              225,200
                                                                            -----------------    -----------------
                                                                                    7,291,900            8,025,900

         Less accumulated depreciation and amortization                             5,699,900            5,602,200
                                                                            -----------------    -----------------

                                                                           $        1,592,000   $        2,423,700
                                                                            =================    =================
</TABLE>

     Equipment under capital lease obligations aggregated $397,600 and $362,800
     as of September 30, 2001 and October 1, 2000, with related accumulated
     amortization of $257,400 and $179,100, respectively. For fiscal 2001, 2000,
     and 1999, amortization expense for equipment under capital lease
     obligations was $76,500, $120,000, and $225,200, respectively.


3.       RELATED PARTY TRANSACTIONS

     During fiscal 2001, the Company recognized $19,000 of expense related to
     the issuance of 67,000 stock options to related party consultants.

     During fiscal 1999, the Company received funds pursuant to two notes
     payable from principal shareholders aggregating $250,000. The notes bore
     interest at the Company's lender prime rate (8.25% at October 3, 1999) plus
     2% and were paid in full during the fiscal year ended October 1, 2000.



                                       30
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     In 1995, the Company granted 220,000 warrants to three non-employee
     directors to purchase the Company's common stock. In 1996, 120,000 of these
     warrants were exercised at the original exercise price of $2.5625 via the
     issuance of two promissory notes bearing interest at a reference rate plus
     2%. These notes were included in common stock subscribed in the
     accompanying consolidated financial statements, and were repaid during
     fiscal 1999. The remaining warrants for 100,000 shares were exercised at
     $1.48675 on February 15, 2000.


4.       OTHER ASSETS
<TABLE>
<CAPTION>
     A summary of other assets follows:

                                                                                September 30,           October 1,
                                                                                         2001                 2000
                                                                            -----------------    -----------------
<S>                                                                        <C>                  <C>
         Capitalized software, net of accumulated amortization
           of $2,342,500 and $2,218,100, respectively                      $                -   $          124,400
         Costs in excess of fair value of net assets acquired,
           net of accumulated amortization of $199,200 and
           $168,500, respectively                                                     110,300              141,000
         Deposits and other assets                                                     70,700               79,700
                                                                            -----------------    -----------------

                                                                           $          181,000   $          345,100
                                                                            =================    =================
</TABLE>

     In fiscal 2001, amortization expense for other assets totaled $155,100, and
     for both fiscal 2000 and 1999, amortization expense for other assets
     totaled $178,300.


5.       BANK BORROWINGS

     The Company has a revolving line of credit up to $2,000,000, with a bank,
     which expires on July 31, 2002, bears interest at the bank's prime rate
     (6.0% at September 30, 2001) plus 0.25%, is secured by all the Company's
     assets, and is guaranteed, in part, by a federal agency. The line of credit
     requires the Company to maintain a quarterly minimum quick ratio of 1.1 to
     1.0, maintain a quarterly debt-to-effective tangible net worth ratio of not
     more than 0.60 to 1.0, maintain a quarterly effective tangible net worth of
     at least $16.5 million plus 50 percent of the previous quarter's cumulative
     net earnings, and have positive net earnings as of the end of each fiscal
     year. Borrowings supported by export-related inventory are required to not
     exceed 70% of the total outstanding borrowings. Under the terms of its line
     of credit, the Company is precluded from paying any dividends without the
     consent of the parties to such agreements, even if the Company is in
     compliance with all of the financial covenants. As of September 30, 2001,
     the Company had a zero balance and was in compliance with its covenants,
     except the profitability requirement, for which it has not obtained a
     waiver.


                                       31
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.       BENEFIT (PROVISION) FOR INCOME TAXES
<TABLE>
     The benefit (provision) for income taxes for fiscal 2001, 2000, and 1999,
comprise:
<CAPTION>

                                                                 Current             Deferred                Total
     2001                                              -----------------    -----------------    -----------------
<S>                                                   <C>                  <C>                  <C>

         Federal                                      $                -   $                -   $                -
         State                                                   (10,400)                   -              (10,400)
                                                       -----------------    -----------------    -----------------

                                                      $          (10,400)  $                -   $          (10,400)
                                                       =================    =================    =================


                                                                 Current             Deferred                Total
     2000                                              -----------------    -----------------    -----------------

         Federal                                      $           21,800   $                -   $           21,800
         State                                                   (11,600)                   -              (11,600)
                                                       -----------------    -----------------    -----------------

                                                      $           10,200   $                -   $           10,200
                                                       =================    =================    =================


                                                                 Current             Deferred                Total
     1999                                              -----------------    -----------------    -----------------

         Federal                                      $          (18,000)  $                -   $          (18,000)
         State                                                    (2,000)                   -               (2,000)
                                                       -----------------    -----------------    -----------------

                                                      $          (20,000)  $                -   $          (20,000)
                                                       =================    =================    =================
</TABLE>

     The following summarizes the difference between the income tax (expense)
     benefit and the amount computed by applying the Federal income tax rate of
     34% in fiscal 2001, 2000, and 1999, to income (loss) before taxes:
<TABLE>
<CAPTION>
                                                                    2001                 2000                 1999
                                                       -----------------    -----------------    -----------------
<S>                                                   <C>                  <C>                  <C>
         Federal income tax at statutory rate         $           68,500   $         (174,100)  $         (211,000)
         Tax credit carryforwards                                      -               34,700              362,300
         State income taxes, net of federal
           tax benefit                                            11,500               (7,700)             (36,200)
         Stock option and warrant exercises                            -              171,000                    -
         Other, net                                             (192,300)              50,000              132,600
         Valuation allowance                                     101,900              (63,700)            (267,700)
                                                       -----------------    -----------------    -----------------

                                                      $          (10,400)  $           10,200   $          (20,000)
                                                       =================    =================    =================
</TABLE>




                                       32
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Deferred tax assets and liabilities comprise the following:
<TABLE>
<CAPTION>
                                                                                September 30,           October 1,
                                                                                         2001                 2000
                                                                            -----------------    -----------------
<S>                                                                        <C>                  <C>
         Deferred tax assets
           Net operating loss carryforwards                                $        1,226,800   $        1,450,900
           Reserves not currently deductible                                        1,088,200            1,085,000
           Capitalized inventory costs                                                312,600              456,700
           Tax credit carryforwards                                                   457,800              397,000
           Distributor sales reserves                                                       -               13,700
           Other                                                                       42,200               39,700
                                                                            -----------------    -----------------

              Gross deferred tax assets                                             3,127,600            3,443,000
                                                                            -----------------    -----------------

         Deferred tax liabilities
           State tax benefit                                                         (290,000)            (296,300)
           Depreciation                                                              (100,200)            (254,100)
           Capitalized software costs                                                       -              (53,300)
                                                                            -----------------    -----------------

              Gross deferred tax liabilities                                         (390,200)            (603,700)
                                                                            -----------------    -----------------

         Net deferred tax assets                                                    2,737,400            2,839,300

         Valuation allowance                                                       (2,737,400)          (2,839,300)
                                                                            -----------------    -----------------

         Net deferred taxes                                                $                -   $                -
                                                                            =================    =================
</TABLE>

     The valuation allowance was decreased $101,900 from fiscal 2000 to fiscal
     2001. This was the result of a decrease of the net deferred tax assets,
     primarily net operating loss carryforwards (NOLs) and capitalized inventory
     costs. Because the Company management is unable to determine whether it is
     more likely than not that the net deferred tax assets will be realized, the
     Company continues to record a 100 percent valuation against the net
     deferred tax assets.

     As of September 30, 2001, the Company has Federal and State NOLs totaling
     approximately $3,028,100 and $2,231,600, respectively, available to offset
     future taxable income. These NOLs expire at various times through 2021 and
     2006, respectively. The Company also has Federal and State research and
     development credit carryforwards totaling approximately $79,300 and
     $83,800, respectively, expiring at various times through 2021. The Company
     has state manufacturing tax credit carryforwards totaling approximately
     $294,800, which expire at various times through 2011.


7.       COMMITMENTS

     The Company leases its facilities and certain equipment under operating
     leases. The facility leases require the Company to pay certain maintenance
     and operating expenses, such as taxes, insurance, and utilities. Rent
     expense related to these operating leases was $816,700, $981,700, and
     $1,293,500, for fiscal 2001, 2000, and 1999, respectively.

     A summary of future minimum lease payments under capitalized leases,
     together with the present value of such minimum lease payments, and future
     minimum payments required under non-cancelable operating leases with terms
     in excess of one year, follows:



                                       33
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                                                  Capitalized            Operating
                                                                                       Leases               Leases
                                                                            -----------------    -----------------
<S>                                                                        <C>                  <C>
     Fiscal years ended:

         September 29, 2002                                                $           56,800   $          589,400
         September 28, 2003                                                             3,000              273,200
         September 27, 2004                                                                 -              193,300
         September 26, 2005                                                                 -               80,600
         Thereafter                                                                         -                    -
                                                                            -----------------    -----------------

         Future minimum lease payments                                                 59,800   $        1,136,500
                                                                                                 =================

         Less amounts representing interest (4.08% to 10.75%)                           2,200
                                                                            -----------------

         Present value of future minimum lease payments                                57,600

         Less current portion                                                          54,700
                                                                            -----------------

                                                                           $            2,900
                                                                            =================
</TABLE>

     Sublease receipts aggregating approximately $17,200 and $8,800 in the
     fiscal years ended September 29, 2002 and September 28, 2003, respectively,
     will reduce future operating lease commitments.


8.       SHAREHOLDERS' EQUITY

     Stock Option Plan

     The Company issues common stock options to its employees, certain
     consultants, and certain of its board members. Options granted to its
     employees and consultants generally vest over four years and expire ten
     years from the date of grant. Options granted to board members generally
     vest immediately and expire five years from the date of grant. A summary of
     the status of the Company's stock option plan as of September 30, 2001,
     October 1, 2000, and October 3, 1999, and changes during the fiscal years
     then ended, is presented in the following table:
<TABLE>
<CAPTION>

                                                              Options Outstanding
                           ----------------------------------------------------------------------------------------
                               September 30, 2001               October 1, 2000               October 3, 1999
                           --------------------------     --------------------------    ---------------------------
                                           Wtd. Avg.                      Wtd. Avg.                      Wtd. Avg.
                             Shares        Ex. Price          Shares      Ex. Price       Shares         Ex. Price
                           --------------------------     --------------------------    ---------------------------
<S>                            <C>        <C>               <C>          <C>              <C>           <C>
     Beginning                 754,800    $    3.076        1,061,400    $    3.087       818,000       $    3.015
     Granted                   314,500    $    1.835          115,000    $    3.832       301,000       $    3.216
     Exercised                       -             -          (91,400)   $    2.653       (18,100)      $    2.290
     Forfeited                 (67,800)   $    2.582         (330,200)   $    3.444       (39,500)      $    2.984
                           -----------                    -----------                   ---------

     Ending                  1,001,500    $    2.705          754,800    $    3.076     1,061,400       $    3.087
                           ===========         =====      ===========     =========     =========        =========

     Exercisable at
       year-end:               784,200                        656,900                     754,200
                           ===========                    ===========                   =========

     Weighted-average fair value
       of options granted during period   $     1.835                    $    3.832                     $    3.216
                                           ==========                     =========                      =========
</TABLE>



                                       34
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The following table summarizes information about stock options outstanding
     as of September 30, 2001:
<TABLE>
<CAPTION>

                                     Options Outstanding                           Options Exercisable
                       -----------------------------------------------       ------------------------------
<S>                     <C>             <C>                 <C>               <C>             <C>
                                           Wtd. Avg.
     Range of               Number          Remaining        Wtd. Avg.            Number         Wtd. Avg.
     Exercise             Outstanding      Contractual       Exercise           Exercisable      Exercise
      Prices              at 09/30/01         Life             Price            at 09/30/01        Price
---------------------  -----------------------------------------------       ------------------------------
  $0.000 - 2.000                281,500     9.1 years         $1.787             45,500        $     1.683
  $2.001 - 4.000                668,000     6.9 years         $2.825            631,900        $     2.825
  $4.001 - 6.000                 40,000     8.5 years         $5.563             40,000        $     5.563
  $6.001 - 8.000                 12,000     4.3 years         $8.000             12,000        $     8.000
                       ----------------                                      ----------
                              1,001,500                       $2.705            784,200        $     2.897
                       ================                        =====         ==========         ==========
</TABLE>

     The difference between the exercise price and the fair market value of the
     options issued on the dates of grant is accounted for as unearned
     compensation and amortized to expense over the related vesting period. The
     Company recognized $19,000 of expense in fiscal 2001, related to stock
     options granted to consultants. As discussed in the Summary of Accounting
     Policies, the Company follows APB No. 25 for measurement and recognition of
     employee stock-based transactions. Had the Company elected to adopt the
     measurement and recognition provisions of SFAS No. 123, the Company would
     have incurred an additional $97,000, $509,200, and $317,300 in related
     compensation expenses during the fiscal years ended September 30, 2001,
     October 1, 2000, and October 3, 1999, respectively. Under the provisions of
     SFAS No. 123, the pro forma net (loss) income and basic and diluted (loss)
     income per share for the fiscal years ended September 30, 2001, October 1,
     2000, and October 3, 1999, follows:
<TABLE>
<CAPTION>
                                                                    2001                 2000                 1999
                                                       -----------------    -----------------    -----------------
<S>                                                   <C>                  <C>                  <C>
     Net (loss) income

         As reported                                  $         (212,000)  $          522,400   $          600,600
                                                       =================    =================    =================

         Pro forma                                    $         (299,000)  $           13,200   $          283,300
                                                       =================    =================    =================

     Basic and diluted earnings (loss)
       per share

         As reported                                  $            (0.03)  $            0.08    $             0.09
                                                       =================    ================     =================

         Pro forma                                    $            (0.04)  $            0.00    $             0.04
                                                       =================    ================     =================
</TABLE>

     The pro forma information provided above was estimated at the date of
     grant, using the Black-Scholes option-pricing model, with the following
     weighted average assumptions:
<TABLE>
<CAPTION>

                                                                    2001                 2000                 1999
                                                       -----------------    -----------------    -----------------
<S>                                                   <C>                  <C>                  <C>
         Expected life (in years)                                    3.0                  3.0                  4.0
         Risk-free interest rate                                    3.5%                 6.0%                 6.2%
         Volatility                                                90.4%                72.0%                91.0%
         Dividend yield                                              0.0                  0.0                  0.0

</TABLE>


                                       35
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options that have no vesting
     restrictions and are fully transferable. Because the Company's options have
     characteristics significantly different from those of trading options,
     management believes that the existing pricing models do not necessarily
     provide a reliable single measure of the fair value of its options.


9.       MAJOR CUSTOMERS, MAJOR SUPPLIERS AND EXPORT SALES

     Major Customers and Suppliers

     For fiscal 2001, one customer accounted for approximately 32% of net
     revenues, with accounts receivable of $2,654,900 as of September 30, 2001.
     For fiscal 2000, two customers accounted for approximately 31% and 10% of
     net revenues, one of which was the Company's exclusive domestic
     distributor, with accounts receivable of $615,200 and $209,800,
     respectively, as of October 1, 2000. For fiscal 1999, one customer
     accounted for approximately 35% of net revenues, with accounts receivable
     of $1,820,500 as of October 3, 1999.

     The Company had one supplier that comprised approximately 23% of its
     purchases in fiscal 2001, while no suppliers comprised 10% or more of
     purchases in fiscal 2000 and 1999.

     Export Sales

     The Company had the following export sales:
<TABLE>
<CAPTION>

                                                                    2001                 2000                 1999
                                                       -----------------    -----------------    -----------------
<S>                                                   <C>                  <C>                  <C>
         Western Europe                               $        2,652,800   $        3,520,500   $        3,204,600
         Far East                                                392,600            1,106,700              857,000
         Other                                                   180,500               19,000               96,400
                                                       -----------------    -----------------    -----------------

                                                      $        3,225,900   $        4,646,200   $        4,158,000
                                                       =================    =================    =================
</TABLE>
     No one country comprised more than 10% of net revenues in fiscal 2001,
2000, and 1999.


10.      USE OF ESTIMATES AND CONCENTRATION OF CREDIT RISKS

     The Company's consolidated financial statements are prepared in accordance
     with accounting principles generally accepted in the United States of
     America, which require the use of management estimates. These estimates are
     impacted, in part, by the following risks and uncertainties:

     Financial instruments, which potentially subject the Company to
     concentration of credit risk, consist principally of cash and cash
     equivalents and trade receivables. The Company places its cash and cash
     equivalents with high quality financial institutions, and, by policy,
     limits the amounts of credit exposure to any one financial institution.



                                       36
<PAGE>

                           LOGIC DEVICES INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     A significant portion of the Company's accounts receivable has historically
     been derived from one major class of customer (distributors) with the
     remainder being spread across many other customers in various electronic
     industries. The Company believes any risk of accounting loss is
     significantly reduced due to (1) the provision being made at the date of
     sale for returns and allowances, and (2) the diversity of its products,
     end-customers, and geographic sales areas. The Company performs credit
     evaluations of its customers' financial condition whenever necessary. The
     Company generally does not require cash collateral or other security to
     support customer receivables.

     The Company currently is dependent on one supplier as its primary
     wafer-processing source. If this supply was to be interrupted or the
     pricing was to become unfavorable to the Company, this could have a
     material adverse impact on the Company's operations

     The Company produces inventory based on orders received and forecasted
     demand. The Company must order wafers and build inventory well in advance
     of product shipments. Because the Company's markets are volatile and
     subject to rapid technology and price changes, there is a risk that the
     Company will forecast incorrectly and produce excess or insufficient
     inventories of particular products. This inventory risk is heightened
     because many of the Company's customers place orders with short lead times.
     Demand will differ from forecasts and such differences may have a material
     effect on actual operations.

11.      STATEMENTS OF CASH FLOWS

     The Company paid $54,700, $314,100, and $557,600 for interest in the fiscal
     years ended September 30, 2001, October 1, 2000, and October 3, 1999,
     respectively. The Company paid $15,900 and $3,800 for income taxes during
     fiscal 2001 and 2000, respectively. The Company did not make any income tax
     payments during fiscal 1999.

     Non-cash investing and financing activities for fiscal 2001 and 2000
     consisted of the acquisition of $34,800 and $40,200 of equipment under
     capital leases, respectively, and the issuance of 67,000 stock options to
     consultants recorded at an amount of $19,000 for fiscal 2001. There were no
     non-cash investing and financing activities during fiscal 1999.

12.      401(K) SAVINGS PLAN

     The Company has a 401(k) savings plan (the Plan), which was adopted on
     September 1, 2000. Employees may make voluntary contributions and the
     Company has the discretion to make matching contributions. The Plan covers
     all employees meeting certain age and service requirements, and who are not
     covered by collective bargaining agreements. The Company funds expenses
     incurred in connection with the Plan, on a current basis. The Company made
     no matching contributions during fiscal 2001, 2000, and 1999.




                                       37
<PAGE>

QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of unaudited results of operations (dollars in
thousands, except per share data) for the fiscal years ended September 30, 2001
and October 1, 2000:
<TABLE>
<CAPTION>

                                                    Fiscal Quarter Ended:
                             ------------------------------------------------------------------

                                12/31/00         04/01/01          07/01/01         09/30/01            Total
                             -------------     -------------    -------------     -------------    ---------------
<S>                         <C>               <C>              <C>               <C>              <C>
Net revenues                $       3,058     $       2,540    $       2,490     $       1,919    $        10,007

Gross margin                $       1,218     $       1,216    $       1,331     $          75    $         3,840

Income (loss) from
  operations                $         105     $          23    $          22     $        (328)   $          (178)

Income (loss) before
  income taxes              $          98     $          22    $          14     $        (336)   $          (202)

Net income (loss)           $          97     $          12    $          14     $        (335)   $          (212)

Basic income (loss)
  per share                 $        0.01     $           -    $           -     $       (0.04)   $         (0.03)

Weighted average
  common shares                     6,842             6,842            6,842             6,842              6,842


                                                    Fiscal Quarter Ended:
                             ------------------------------------------------------------------

                                01/02/00         04/02/00          07/02/00         10/01/00            Total
                             -------------     -------------    -------------     -------------    ---------------

Net revenues                $       3,010     $       2,769    $       2,990     $       3,017    $        11,786

Gross margin                $       1,220     $       1,235    $       1,451     $         601    $         4,507

Income from operations      $         166     $         159    $         195     $         250    $           770

Income before
  income taxes              $          89     $          93    $         147     $         183    $           512

Net income                  $          88     $          93    $         147     $         194    $           522

Basic income                $        0.01     $        0.01    $        0.02     $        0.04    $          0.08
  per share

Weighted average
  common shares                     6,650             6,753            6,842             6,842              6,772

</TABLE>




                                       38
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

Not applicable.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


         The information required by this Item will be included in the Proxy
Statement and is incorporated herein by reference.


ITEM 11. EXECUTIVE COMPENSATION

         The information required by this Item will be included in the Proxy
Statement and is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         The information required by this Item will be included in the Proxy
Statement and is incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

         The information required by this Item will be included in the Proxy
Statement and is incorporated herein by reference.


                                     PART IV

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

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

            (1) The Company's Consolidated Financial Statements, Summary of
                Accounting Policies, and Notes to Consolidated Financial
                Statements appear at pages 20 to 38 of this report; see Index
                to Consolidated Financial Statements at page 19 of this
                report.

            (2) The Consolidated Financial Statement Schedule appears on page
                40 of this report; see Index to Consolidated Financial
                Statements Schedule at page 19 of this report.

            (3) The Index to Exhibits appears at page 41 of this report.

        (b) Reports on Form 8-K: During the last quarter of fiscal 2001,
            the Company filed no current reports on Form 8-K.




                                       39
<PAGE>

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>

                                                           Balance        Charged
                                                             at          to costs                        Balance
                                                        beginning           and                         at end of
Description                                             of period        expenses       Deductions       period
-----------                                            -------------    ------------    ----------    ------------
<S>                                                    <C>             <C>             <C>            <C>
2001

Allowance for:

   Doubtful accounts                                   $     20,000    $         -     $        -     $    20,000

   Inventory reserve                                   $  2,436,300    $    65,500     $ (634,100)    $ 1,867,700

   Sales returns                                       $     32,000    $   (32,000)    $        -     $         -

2000

Allowance for:

   Doubtful accounts                                   $    253,500    $         -     $  233,500     $    20,000

   Inventory reserve                                   $  1,784,200    $   652,100     $        -     $ 2,436,300

   Sales returns                                       $     50,000    $         -     $   18,000     $    32,000

1999

Allowance for:

   Doubtful accounts                                   $    169,500    $    84,000     $        -     $   253,500

   Inventory reserve                                   $    590,000    $ 1,194,200     $        -     $ 1,784,200

   Sales returns                                       $    149,100    $         -     $   99,100     $    50,000


</TABLE>



                                       40
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.                Description
-----------                -----------

3.1      Articles of Incorporation, as amended. [3.1](1)
3.2      Bylaws, as amended. [3.2](1)
10.1     Real Estate lease regarding Registrant's Sunnyvale
         facilities. [10.1](2)
10.2     LOGIC Devices Incorporated 1996 Stock Incentive Plan. [99.1](3)
10.3     LOGIC Devices Incorporated 1999 Director Stock Incentive
         Plan. [10.1](4)
10.4     Registration  Rights  Agreement dated October 3, 1998 between
         William J.Volz, BRT Partnership, and Registrant. [10.19](5)
23.1     Consent letter of Hood & Strong LLP.
23.2     Consent letter of BDO Seidman, LLP.

----------
[ ]      Exhibits so marked have been previously filed with the
         Securities and Exchange Commission (SEC) as exhibits to the
         filings shown below under the exhibit numbers indicated following
         the respective document description and are incorporated herein by
         reference.
(1)      Registration Statement on Form S-18, as filed with the SEC on August
         23, 1988 [Registration No. 33-23763-LA].
(2)      Registration Statement of Form S-3, as filed with the SEC on November
         21, 1996 [Registration No. 333-16591].
(3)      Registration Statement on Form S-8, as filed with the SEC on August 17,
         1997 [Registration No. 333-32819].
(4)      Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, as
         filed with the SEC on August 14, 1999.
(5)      Annual Report on Form 10-K for the transition period from January 1,
         1998 to October 3, 1999, as filed with the SEC on January 13, 1999.




                                       41