UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q/A

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the three months ended September 30, 2001

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD

FROM        TO

Commission File No. 0-14225

EXAR CORPORATION

(Exact Name of registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (510) 668-7000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK

(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   ý     No

Common Stock outstanding at October 31, 2001 -  39,203,542 shares, net of treasury shares.

PORTIONS AMENDED

The Registrant hereby amends Part 1, Item 2 contained in the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2001. The underlying results of the data used (total net revenues) to compute the table were correctly reported in the 10-Q. However, the misreporting of the data, in a table which sets forth product line revenue information as a percentage of net sales for the three months and six months ended September 30, 2001 and 2000, was due to an administrative error.  Except as set forth in Part 1, Item 2 below, no other changes are made to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2001. This same-type of amendment is also being made to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2001.

Product Line Sales as a Percentage of Net Sales

The following table sets forth product line revenue information as a percentage of net sales.  The table and subsequent discussion should be read in conjunction with the Condensed consolidated financial statements and Notes thereto.

	THREE MONTHS ENDED SEPTEMBER 30,				SIX MONTHS ENDED SEPTEMBER 30,
	2001		2000		2001		2000
Communications	73.2	%	77.0	%	70.3	%	75.2	%
Video and Imaging	19.2		18.5		20.8		19.9
Other	7.6		4.5		8.9		4.9
	100.0	%	100.0	%	100.0	%	100.0	%

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

EXAR CORPORATION

By	/s/ Donald L. Ciffone, Jr.	Date: February 27, 2002
	Donald L. Ciffone, Jr.
	Chief Executive Officer, President and Director
By	/s/ Ronald W. Guire	Date: February 27, 2002
	Ronald W. Guire
	Executive Vice President, Chief Financial Officer,
	Director (Principal Financial and Accounting Officer)

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