5

5
1
nasdaq

  0001217627
  Officer


  Southwall Technologies Inc.
  0000813619
  94-2551470

12/31/02
5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.

[ ] Form 3 Holdings Reported

[ ] Form 4 Transactions Reported

1. Name and Address of Reporting Person(s)
   Minor, Martha I.
   1029 Corporation Way
   P.O. Box 10052

   Palo Alto, CA  94303
2. Issuer Name and Ticker or Trading Symbol
   Southwall Technologies Inc. (SWTX)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Year
   12/02
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [ ] Director                   [ ] 10% Owner
   [X] Officer (give title below) [ ] Other (specify below)
   Vice President Human Resources
7. Individual or Joint/Group Filing (Check Applicable Line)
   [X] Form filed by One Reporting Person
   [ ] Form filed by More than One Reporting Person



Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of
                                              action      action   or Disposed of (D)            Securities         Indirect
                                              Date        Code                   A               Beneficially   D   Beneficial
                                              (Month/                            or              Owned at       or  Ownership
                                              Day/Year)   Code     Amount        D  Price        End of Year    I
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           



Table II (PART 1)  Derivative Securitites Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code      A                D                Exercisable  Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Incentive Stock Option (right  $8.000000       02/27/02       A         15,000 (1)                        (2)          02/27/12
to buy)


Table II (PART 2)  Derivative Securitites Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                  -                      Title                          Shares                    End of Year
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               

Incentive Stock Option (right  02/27/02  Common Stock                   15,000                    15,000        D   Direct
to buy)


Explanation of Responses:

(1)
This option was granted pursuant to Southwall Technologies Corporation's stock incentive plan and is exempt pursuant to Rule 16b-3.
(2)
This option becomes exercisable in four equal, annual installments, commencing one year after the date of grant.



SIGNATURE OF REPORTING PERSON
/S/ By: John Lipscomb
    For: Martha Minor
DATE 02/07/03

EX-99.16 PWR OF ATTY

	POWER OF ATTORNEY

	Know all by these presents that the undersigned hereby
	constitutes and appoints Thomas G. Hood, Michael E.
	Seifert and John Lipscomb, his true and lawful
	attorneys-in-fact to:

	(1)	execute for and on behalf of the undersigned
	Forms 3, 4 and 5 in accordance with Section 16(a) of
	the Securities Exchange Act of 1934 and the rules
	thereunder;

	(2)	do and perform any and all acts for and on
	behalf of the undersigned which may be necessary or
	desirable to complete the execution of any such Form
	3, 4 and 5 and timely filing of such forms with the
	United States Securities and Exchange Commission and
	any other authority; and

	(3)	take any other action of any type whatsoever
	in connection with the foregoing which, in the opinion
	of such attorneys-in-fact, may be of benefit to, in the
	best interest of, or legally required by, the undersigned,
	it being understood that the documents executed by such
	attorneys-in-fact on behalf of the undersigned pursuant
	to this Power of Attorney shall be in such form and shall
	contain such terms and conditions as such attorneys-in-fact
	may approve in their discretion.

	The undersigned hereby grants to each attorney-in-fact,
	individually, full power and authority to do and perform
	all and every act and thing whatsoever requisite, necessary
	and proper to be done in the exercise of any of the rights
	and powers herein granted, as fully to all intents and
	purposes as each attorney-in-fact might or could do if
	personally present, with full power of substitution or
	revocation,hereby ratifying and confirming that each
	attorney-in-fact, or his substitute or substitutes,
	shall lawfully do or cause to be done by virtue of this
	power of attorney and the rights and powers herein granted.
	The undersigned acknowledges that the foregoing attorneys-
	in-fact, in serving in such capacity at the request of the
	undersigned, are not assuming any of the undersigned's
	responsibilities to comply with Section 16 of the Securities
	Exchange Act of 1934.

	IN WITNESS WHEREOF, the undersigned has caused this Power of
	Attorney to be executed as of this ___ day of _________, 2002.


	______________________________
	Signature:


	______________________________
	Print Name:
	??







Power of Attorney.DOC