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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1
----------------

(MARK ONE)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ] 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: 0-25374

GENERAL MAGIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 77-0250147
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

420 NORTH MARY AVENUE, SUNNYVALE, CALIFORNIA 94085
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(408) 774-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
NONE NONE

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

COMMON STOCK, $.001 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 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 registrant's voting stock held by
nonaffiliates of registrant, based upon the closing sale price of the common
stock on March 28, 2002, as reported on the Nasdaq National Market, was
approximately $33,087,330. Shares of common stock held by each officer and
director have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.

Outstanding shares of registrant's common stock, $.001 par value, as of
March 28, 2002: 127,324,962

REASON FOR AMENDMENT

After filing its Annual Report on form 10-K, the registrant is filing this
Amendment No. 1 to include certain information required in Items 10, 11, 12 and
13 of Part III of Form 10-K.

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PART III

Part III is replaced in its entirety as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE REGISTRANT

The table below sets forth, for persons who are members of the Board
of Directors, certain information with respect to age and background.

COMMON STOCK DIRECTORS POSITION WITH THE COMPANY AGE DIRECTOR SINCE
---------------------- ------------------------- ---- --------------

Elizabeth A. Fetter Director 43 2000
Philip D. Knell Director 57 1998
Kathleen M. Layton Chief Executive Officer 54 2001
and President, Director
Tom D. Seip Director 52 2000
Susan G. Swenson Director, Chairman 53 1997

SERIES G DIRECTOR POSITION WITH THE COMPANY AGE DIRECTOR SINCE
----------------- ------------------------- ---- --------------

Chester Huber Director 47 1999

Elizabeth A. Fetter has served as a director of the Company since January
of 2000. Ms. Fetter has been President and Chief Executive Officer of QRS
Corporation since October 2001. Prior to joining QRS Corporation, Ms. Fetter
served as President of NorthPoint Communications Group, Inc. from March 1999 to
April 2001, and served as President and Chief Executive Officer of Northpoint
Communications from March 2000 until April 2001. Ms. Fetter was also Chief
Operating Officer of NorthPoint Communications Group, Inc. from March 1999 to
March 2000. NorthPoint Communications filed for Chapter XI bankruptcy protection
in January 2001 and subsequently sold the majority of its assets to AT&T in
early 2001. From January 1998 until March of 1999, Ms. Fetter was Vice President
and General Manager of the Consumer Services Group of US WEST. During 1997, Ms.
Fetter served as Vice President and General Manager of Operator and Director
Services for SBC Communications, Inc., and from March 1991 to October 1997, Ms.
Fetter served in various executive positions at Pacific Bell, including most
recently as President of the Industry Markets Group. Ms. Fetter is also a
director of Datum Inc. and QRS Corporation.

Philip D. Knell has served as a director of the Company since June 1998.
Mr. Knell has been President and General Manager of WorldCom Conferencing since
September 1998, and was President and General Manager of the networkMCI
Conferencing division of MCI Communications Corporation from July 1995 to
September 1998.

Kathleen M. Layton joined the Company as Chief Executive Officer and
President in January 2001. Ms. Layton has also served as a Director of the
Company since January 2001. Immediately prior to joining the Company, Ms. Layton
served as Chief Executive Officer of S.A.I.L. Port, a technology company
advancing speech, artificial intelligence and language. Prior to joining
S.A.I.L., Ms. Layton was the Chief Executive Officer and President of OmniVoice
Technologies, Inc., a joint venture integrating proprietary speech compression
technology with wireless and Internet technologies to create voice messaging
solutions for global wireless and Internet markets from February 1998 through
March 2000. From January 1997 to January 1998, Ms. Layton served as the Vice
President and Director of Business Development of AmeriTech Corporation, a
residential telecommunications arm of Regional Bell Operating Company, and from
June 1989 to December 1996, she was President and Chief Executive Officer of
Strata Group, formerly Logica's Network Products Division, providing operational
support software for the global telecom industry.

Tom D. Seip has served as a director of the Company since April 2000. Mr.
Seip has served as General Partner of Seip Investments LP since January 1998 and
served as President and Chief Executive Officer of Westaff Inc. from May 2001
until January 2002. From January 1983 to June 1998, he was employed by Charles
Schwab & Co. in various capacities. Mr. Seip served as Chief Executive Officer
of Charles Schwab Investment Management, Inc. and as Trustee of the Schwab
Family of Funds and Schwab Investments, and was a member of the Charles Schwab
Management Committee from July 1992 to June 1998. Mr. Seip is also a director of
H&R Block, Inc. and a trustee of Neuberger Berman Advisers Management Trust,
Neuberger Berman Equity Funds and Neuberger Berman Income Funds, collectively
referred to as Neuberger Berman Mutual Funds.

Susan G. Swenson has served as a Chairman of the Board of Directors since
June 2001 and has served as a director of the Company since August 1997. Ms.
Swenson has been President and Chief Operating Officer of Leap Wireless
International, Inc. since July of 1999. Ms. Swenson was President and Chief
Executive Officer of Cellular One from March 1994 to July 1999. Ms. Swenson is
also a director of Leap Wireless International, Inc., Wells Fargo & Company and
Palm, Inc.

Chester A. Huber, Jr. has served as a director of the Company since
December 1999. Mr. Huber was named President of OnStar Corporation in December
of 1999, and was General Manager of the OnStar Division of General Motors
Corporation from June of 1995 until December of 1999.

EXECUTIVE OFFICERS OF THE REGISTRANT

As of March 28, 2002, the executive officers of General Magic, who are
elected by and serve at the discretion of the Board of Directors, were as
follows:

NAME AGE POSITION WITH THE COMPANY EMPLOYED SINCE
---- ---- ------------------------- --------------

Kathleen M. Layton.......... 54 President and CEO January 2001
Jeffrey M. Adamson.......... 41 Vice President, Applications January 2000
Services
Mary E. Doyle............... 49 Senior Vice President of July 1996
Business Affairs, General
Counsel and Secretary
Pericles Haleftiras, Jr. ... 49 Chief Technology Officer April 2001
Mark Phillips............... 49 Vice President, Product September 2001
Development
David H. Russian............ 49 Vice President and Chief May 2001
Financial Officer
Paula E. Skokowski.......... 39 Vice President, Marketing May 2000
Mark D. Strumwasser......... 35 Vice President, Sales and April 2001
Market Development

Jeffrey M. Adamson joined the Company in January 2000 as Senior Director,
Network Operations and Information Technology and currently serves as Vice
President of Applications Services. Before joining General Magic, Mr. Adamson
served International Rectifier Corporation in various capacities from December
1992 to January 2000, most recently as Manager of I.S. Operations and Global
Technical Architecture. Mr. Adamson holds a B.S. degree in Accounting and a M.S.
in Accounting Information Systems from the University of Tennessee.

Mary E. Doyle joined the Company in July 1996 as General Counsel and
Secretary and served as Vice President of Business Affairs from January 1997
until September 1998, when she was named Senior Vice President of Business
Affairs. Before joining General Magic, Ms. Doyle served Teledyne, Inc. in
various positions from July 1984 to July 1996, most recently as General Counsel
of the Aerospace and Electronics segment from January 1995 through July 1996.
Ms. Doyle received an A.B. in Biology and Economics from the University of
California, Santa Cruz, and a J.D. from the University of California, Berkeley.

Pericles Haleftiras, Jr. joined the Company in April 2001 as Chief
Technology Officer. Before joining the Company, Mr. Haleftiras was the Chief
Executive Officer and founder of Xerago, LLC, a Web software development
services company, from July 1999 to December 2001. From December 1998 to June
1999 Mr. Haleftiras was interim Chief Technical Officer of RX.com, an Internet
prescription fulfillment company, from July 1997 to November 1998 Mr. Haleftiras
was the Chief Technical Officer and founder of Cyber.com, which provided
broadband in-room entertainment system to the hospitality industry, and from May
1985 to July 1997 Mr. Haleftiras was president of Structured Technology
Corporation, a defense software engineering company. Mr. Haleftiras holds a B.S.
in Computer Science from Quinnipiac University.

Mark Phillips joined the Company in September 2001 as Vice President,
Product Development. Before joining the Company, Mr. Phillips served as Chief
Technical Officer and Vice President of Engineering of OPI Software, a
procurement software company, from November 2000 to September 2001. From April
1999 to November 2000, Mr. Phillips was Vice President of Engineering of Angara
e-Commerce Services, a Web-based content personalization software company, and
from April 1996 to April 1999 he was Chief Technical Officer and Vice President
of Engineering of Insession Inc., an integration services software company. From
July 1993 to April 1996 Mr. Phillips was Senior Designer and Architect at Tandem
Computers. Mr. Phillips holds a M.S. in Physics from Oxford University.

David H. Russian joined the Company in May 2001 as Vice President, Finance
and Administration, and Chief Financial Officer. Before joining the Company, Mr.
Russian served as Chief Financial Officer of Bidland.com, Inc., an internet
software company, from July 1999 to June 2000. From June 1997 to June 1998, Mr.
Russian provided consulting services to Elemental Software, Inc., an intranet
software development company, and Silicon Wave Inc., a RF systems-on-chips
manufacturing company, and cofounded Indiqu.com, a content provider to wireless
devices. From October 1994 to October 1996 Mr. Russian was Vice President and
Chief Financial Officer of Brooktree Corporation, Inc., a Nasdaq traded
communications, imaging and multimedia semiconductor company. Mr. Russian holds
a B.S. in Accounting from San Diego State University and is a Certified Public
Accountant in the State of California.

Paula E. Skokowski joined the Company in May 2000 as Vice President of
Marketing. Before joining General Magic, Ms. Skokowski served as Director of
Marketing at Echelon Corporation from May 1994 to May 2000. Ms. Skokowski holds
a B.A. in Engineering Science from Oxford University and a M.S. in Robotics from
the University of California, Berkeley.

Mark D. Strumwasser joined the Company in April 2001 as Vice President,
Sales and Market Development. Before joining the Company, Mr. Strumwasser served
as Vice President of Business Development and Sales for One Voice Technologies,
Inc. from July 1999 to April 2001. From July 1994 to July 1999, Mr. Strumwasser
was Director of Sales, Distribution Business Unit, for Creative Labs, Inc. Mr.
Strumwasser holds a B.S. in Business Administration and Finance from California
State University, Northridge. Mr. Strumwasser departed the Company on April 26,
2002, and his duties were assumed by Pericles Haleftiras, Jr.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of the Company's Common Stock to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such persons.

Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors and more than 10% stockholders were complied with during fiscal 2001.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total
compensation of the Chief Executive Officer, four other highest compensated
current executive officers of the Company whose salary and bonus for the year
ended December 31, 2001 exceeded $100,000, and a former executive officer of the
Company whose salary and bonus for the year ended December 31, 2001 exceeded
$100,000 but who was not an executive officer at December 31, 2001 (the "Named
Executive Officers") for the years ended December 31, 2001, 2000 and 1999:

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
------------------------
ANNUAL RESTRICTED SECURITIES
COMPENSATION STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARD(s)($) OPTIONS(#) COMPENSATION($)
- ------------------------------------------------ -------- --------- ----------- ----------- ---------- ---------------

Kathleen M. Layton(1) .......................... 2001 $348,654 $210,000(2) -- 1,500,000 $ 86,440(3)
Chief Executive Officer and President........... 2000 -- -- -- -- --
1999 -- -- -- -- --

Jeff M. Adamson(4) ............................. 2001 183,750 63,910(5) -- 175,000 481(3)
Vice President, Application Services ........... 2000 153,462 48,760(6) -- 275,000 21,705(3)
1999 -- -- -- -- --

Mary E. Doyle .................................. 2001 200,000 83,000(5) -- 125,000 --
Senior Vice President, Business ................ 2000 200,000 94,533(6) -- 124,000 --
Affairs, General Counsel and Secretary.......... 1999 200,000 -- -- 225,000 --

Pericles Haleftiras, Jr.(7) .................... 2001 156,369 78,162(5) -- 200,000 --
Chief Technology Officer ....................... 2000 -- -- -- -- --
1999 -- -- -- -- --

Paula E. Skokowski(8) .......................... 2001 200,000 83,000(5) -- 125,000 --
Vice President, Marketing ...................... 2000 115,385 45,822 -- 275,000 --
1999 -- -- -- -- --

Former Officer:
Rose M. Marcario(9) ............................ 2001 250,000 93,750(10) -- -- 36,390(11)
Chief Financial Officer ...................... 2000 250,000 74,800(6) -- 100,000 33,024(12)
1999 38,462 35,000(13) -- 350,000 6,401(12)

- ----------

(1) Ms. Layton joined the Company as Chief Executive Officer and President
effective January 1, 2001.

(2) Includes a bonus earned in fiscal 2001, but partially paid in fiscal 2002.

(3) Represents payment for costs incurred in connection with relocation.

(4) Mr. Adamson joined the Company in January 2000 as Senior Director, Network
Operations and Information Technology.

(5) Includes bonuses earned in fiscal 2001 to be paid 20% in the third quarter
of fiscal 2002 and 80% in the first half of fiscal 2003.

(6) Includes bonuses earned in fiscal 2000 but in some cases partially paid in
fiscal 2001, and for Ms. Doyle includes a retention bonus paid in 2000.

(7) Mr. Haleftiras joined the Company in April 2001 as Chief Technology
Officer.

(8) Ms. Skokowski joined the Company in May 2000 as Vice President, Marketing.

(9) Ms. Marcario joined the Company in November 1999 as Vice President,
Finance and Administration, and Chief Financial Officer.

(10) Represents a bonus paid pursuant to an employment termination agreement
between the Company and Ms. Marcario dated June 15, 2001. See "Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements."

(11) Includes payment for costs incurred in connection with relocation and
expenses incurred pursuant to the June 15, 2001 employment termination
agreement. See "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements."

(12) Represents payment for costs incurred in connection with Ms. Marcario's
employment transition.

(13) Includes a sign-on bonus paid in connection with Ms. Marcario's
employment.

The following table provides the specified information concerning grants of
options to purchase the company's common stock made during the year ended
December 31, 2001 to the Named Executive Officers:

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS IN FISCAL 2001 POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES EXERCISE OR FOR OPTION TERM(4)
OPTIONS IN FISCAL BASE PRICE EXPIRATION -------------------------
NAME GRANTED(1) YEAR(2) ($/SH)(3) DATE 5%($) 10%($)
- --------------------------- ---------- ---------- ---------- ---------- ----------- -----------

Kathleen M. Layton ........ 1,500,000 26.97 $ 1.5313 01/02/2011 $1,444,540 $3,660,747
Jeff M. Adamson ........... 175,000 3.15 0.9500 04/18/2011 104,554 264,960
Mary E. Doyle ............. 125,000 2.25 0.9500 04/18/2011 74,681 189,257
Pericles Haleftiras, Jr ... 200,000 3.60 1.0300 04/27/2011 129,552 328,311
Paula E. Skokowski ........ 125,000 2.25 0.9500 04/18/2011 74,681 189,257

Former Officer:
Rose M. Marcario .......... -- -- -- -- -- --

- ---------

(1) Generally, options granted in 2001 vest at the rate of 1/4 on the first
anniversary of the date of grant and 1/48 per month thereafter for each
full month of the continued employment of the option holder; however,
retention grants to executives and employees on April 18, 2001, including
grants to each of Jeff M. Adamson, Mary E. Doyle and Paula E. Skokowski,
vested at the rate of 1/4 six months after the date of grant and 1/4 each
six months thereafter until fully vested. Grants to newly-hired executives
in 2001, including grants to Kathleen M. Layton and Pericles Haleftiras,
Jr., vested one-half of the shares at the rate of 1/4 on the first
anniversary of the date of grant and 1/48 per month thereafter for each
full month of continuous employment until fully vested and one-half of the
shares at the rate of 1/4 six months after the date of grant and 1/4 each
six months thereafter until fully vested.

(2) The total number of shares subject to options granted to employees in
fiscal 2001 was 5,562,500, which number includes options granted to
employee directors, but excludes options granted to nonemployee directors
and consultants.

(3) All options were granted at an exercise price equal to the fair market
value of the Common Stock on the date of grant.

(4) Potential gains are net of exercise price, but before taxes associated
with the exercise. These amounts represent certain hypothetical gains
based on assumed rates of appreciation, based on the Securities and
Exchange Commission's rules, and do not represent the Company's estimate
or projection of future Common Stock prices. Actual gains, if any, on
stock option exercises are dependent on the future performance of the
Company, overall market conditions and the continued employment of the
option holders through the vesting period. The amounts reflected in this
table may not be achieved.

The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock during the year ended December
31, 2001, and unexercised options held as of December 31, 2001, by the Named
Executive Officers:

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/2001(1) OPTIONS AT 12/31/2001(2)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- ----------- ----------- ------------- ----------- -------------

Kathleen M. Layton ........ -- -- 187,500 1,312,500 $-- $--
Jeff M. Adamson ........... -- -- 139,583 310,417 -- --
Mary E. Doyle ............. -- -- 548,625 245,375 -- --
Pericles Haleftiras, Jr. .. -- -- 25,000 175,000 -- --
Paula E. Skokowski ........ -- -- 129,167 270,833 -- --

Former Officer: ........... -- --
Rose M. Marcario .......... -- -- 207,292 -- -- --

- ----------

(1) Includes options granted at an exercise price greater than the per share
closing price of $0.39, as reported on The Nasdaq National Market, on
December 31, 2001.

(2) Based on the per share closing price of $0.39 on December 31, 2001, as
reported on The Nasdaq National Market, less the exercise price,
multiplied by the number of shares underlying the options.

(3) Based on the sale price of the Company's Common Stock on the exercise
date, less the exercise price, multiplied by the number of shares
underlying the options.

COMPENSATION OF DIRECTORS

Each eligible outside director who is not an employee of the Company or of
any parent or subsidiary corporation of the Company and was a director at the
time of disbursement was entitled to receive the following amounts of cash
compensation for his or her services as a director of the Company: (i) $10,000
per year, payable on the last day of the Company's fiscal year, and (ii) $1,000
or $500 for each regular or special meeting attended by the eligible outside
director in person or by telephone, respectively (the "Directors Compensation
Plan"). In addition, each eligible outside director was entitled to
reimbursement of travel expenses reasonably incurred by him or her in connection
with attending any regular or special meeting of the Board of Directors.
Furthermore, the 1994 Outside Directors Stock Option Plan (the "Directors Stock
Option Plan") provides for automatic initial and annual grants of nonqualified
stock options to directors of the Company who are not employees of the Company
or of any affiliated corporation. For purposes of the foregoing, any
non-employee director will be ineligible to participate either in the Directors
Compensation Plan or in the Directors Stock Option Plan if the director's
employer is a stockholder of the Company or an affiliated corporation of a
stockholder of the Company, or if the director's employer holds a technology
license from the Company or is an affiliated corporation of such license holder.
During the fiscal year ended December 31, 2001, each of Messrs. Knell and Seip
and Ms. Fetter and Ms. Swenson received under the Directors Stock Option Plan an
annual option grant for 10,000 shares of Common Stock. Mr. Huber is ineligible
to participate under both the Directors Compensation Plan and the Directors
Stock Option Plan.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

In October 1999, the Company entered into a letter agreement with Rose M.
Marcario, amended November 2000 (the "October 1999 letter agreement"). The
agreement provided that Ms. Marcario serve as the Company's Senior Vice
President, Finance and Administration, and Chief Financial Officer for an annual
salary of $250,000 and an annual bonus of up to 50% of her base pay. Ms.
Marcario also received a one-time sign-on bonus of $35,000 and relocation
expenses in an amount up to $70,000 under the October 1999 letter agreement. In
accordance with the October 1999 letter agreement, the Company granted Ms.
Marcario options to purchase 350,000 shares of the Company's Common Stock. On
June 15, 2001, the Company and Ms. Marcario entered into an employment
termination agreement (the "June 2001 letter agreement"). The June 2001 letter
agreement provides that the Company retain the services of Ms. Marcario as a
part-time employee through the earlier of December 31, 2001, or until such time
as Ms. Marcario accepted alternative employment. Pursuant to the June 2001
letter agreement, Ms. Marcario was compensated at her base rate of pay through
December 31, 2001, less applicable taxes, she received a bonus of $93,750, less
applicable taxes, paid in two installments, and she was entitled to
reimbursement of her reasonable and necessary out-of-pocket expenses incurred in
connection with services rendered to the Company through December 31, 2001. Also
pursuant to the June 2001 letter agreement, Ms. Marcario's stock options in
which she would have vested had she remained continuously employed by the
Company through December 31, 2001 were vested as of June 15, 2001, and remain
exercisable through July 30, 2002. Any options in which Ms. Marcario would not
have vested had she remained continuously employed through December 31, 2001
were canceled as of June 15, 2001.

In January 2000, the Company entered into a letter agreement with Jeff
Adamson (the "January 2000 letter agreement") which provides that Mr. Adamson
serve as the Company's Senior Director, Network Operations and Information
Technology for an annual salary of $155,000 and a performance bonus of up to 25%
of his base pay. In accordance with the January 2000 letter agreement, the
Company granted Mr. Adamson options to purchase 50,000 shares of the Company's
Common Stock. The January 2000 letter agreement also provided for expense
reimbursement of up to $25,000 incurred in connection with relocation.

In April 2000, the Company entered into a letter agreement with Paula E.
Skokowski (the "April 2000 letter agreement") which provides that Ms. Skokowski
serve as the Company's Vice President of Marketing for an annual salary of
$200,000 and a performance bonus of up to 50% of her base pay. In accordance
with the April 2000 letter agreement, the Company granted Ms. Skokowski options

to purchase 200,000 shares of the Company's Common Stock. If the Company had
terminated Ms. Skokowski's employment prior to the end of her first twelve
months of service for any reason (other than just cause, or upon her death,
disability or voluntary resignation), she would have been entitled to receive
her base salary for a period of six months from the date of termination.

Effective January 1, 2001, the Company entered into a letter agreement with
Kathleen M. Layton (the "January 2001 letter agreement") which provides that Ms.
Layton serve as the Company's President and Chief Executive Officer for an
annual salary of $350,000, subject to annual review by the Board of Directors,
and during the first twelve months of her employment, a guaranteed bonus of not
less than sixty percent (60%) of her then-current salary, payable quarterly.
Thereafter, Ms. Layton is eligible to receive a performance bonus of up to 60%
of her base pay, payable quarterly. In addition, under the January 2001 letter
agreement, Ms. Layton is eligible to receive reimbursement for relocation and
temporary living expenses incurred during the first twenty-four (24) months of
employment in an amount up to $180,000, to be repaid if Ms. Layton voluntarily
terminates her employment with the Company within the first twelve months of her
employment. In accordance with the January 2001 letter agreement, the Company
granted Ms. Layton options to purchase 1,500,000 shares of the Company's Common
Stock. The January 2001 letter agreement also provides that the Company will use
its best efforts to have Ms. Layton elected to the Company's Board of Directors.
Either party may terminate the January 2001 letter agreement at any time,
provided that if the Company terminates Ms. Layton's employment other than for
"cause" (and not as a result of her death or "disability" (as defined in the
agreement)) or Ms. Layton resigns for "good reason" (as defined in the
agreement), then (i) Ms. Layton will be considered to be an employee but not an
officer of the Company and will be entitled to receive her final salary rate
(but in no case less than $350,000) for two years from the date of termination,
as well as any bonus she would otherwise have earned in the year of her
termination, and (ii) all stock options previously granted to Ms. Layton by the
Company will continue to vest during the period of salary continuance, and such
stock options will remain exercisable for a period of 18 months following the
later of the date Ms. Layton is terminated as the Company's Chief Executive
Officer or the date of such option vesting. If Ms. Layton's employment is
terminated by the Company without cause or if Ms. Layton resigns for good reason
during the period beginning 30 days prior to the first public announcement that
the Company has entered into an agreement that results in a "change in control"
(as defined in the agreement) and ending one year following the "change in
control," then Ms. Layton is entitled to the same benefits described in the
preceding sentence, except that all of her unvested outstanding stock options
will immediately vest.

In April 2001, the Company entered into a letter agreement with Mark D.
Strumwasser (the "April 2001 Strumwasser agreement") which provides that Mr.
Strumwasser serve as the Company's Vice President of Market Development for an
annual salary of $200,000 and a performance bonus of up to $50,000, payable
quarterly, and guaranteed for 2001. In addition to the performance bonus, Mr.
Strumwasser is eligible to receive up to $100,000 in commissions during each
year. The April 2001 Strumwasser agreement also provides for a grant to Mr.
Strumwasser of options to purchase 250,000 shares of the Company's Common Stock.
If the Company had terminated Mr. Strumwasser's employment prior to the end of
his first six months of service for any reason (other than just cause, or upon
his death, disability or voluntary resignation), he would have been entitled to
receive his base salary for a period of three months from the date of
termination.

In April 2001, the Company entered into a letter agreement with Pericles
Haleftiras, Jr. (the "April 2001 Haleftiras agreement") which provides that Mr.
Haleftiras serve as the Company's Chief Technology Officer for an annual salary
of $231,000 and a performance bonus of up to 60% of his base pay. The April 2001
Haleftiras agreement also provides for a grant to Mr. Haleftiras of options to
purchase 200,000 shares of the Company's Common Stock.

In May 2001, the Company entered into a letter agreement with David H.
Russian (the "May 2001 letter agreement") which provides that Mr. Russian serve
as the Company's Vice President of Finance and Administration and Chief
Financial Officer for an annual salary of $250,000, a performance bonus of up to
50% of his base pay and a sign-on bonus in the net amount of $10,000. The May
2001 letter agreement also provides for reimbursement of up to one month of
temporary living costs in connection with relocation. In accordance with the May
2001 letter agreement, the Company granted Mr. Russian options to purchase
450,000 shares of the Company's Common Stock. If the Company terminates Mr.
Russian's employment prior to the end of his first twelve months of service for
any reason (other than just cause, or upon his death, disability or voluntary
resignation), Mr. Russian will receive his base salary for a period of six
months from the date of termination.

In August 2001, the Company entered into a letter agreement with Mark
Phillips (the "August 2001 letter agreement") which provides that Mr. Phillips
serve as the Company's Vice President of Product Development for an annual
salary of $250,000 and a performance bonus of up to 60% of his base pay. The
August 2001 letter agreement also provides for a grant to Mr. Phillips of
options to purchase 250,000 shares of the Company's Common Stock.

In April 1998, the Board of Directors adopted a Change of Control Plan (the
"Plan") for all of its employees, including the executive officers other than
the Chief Executive Officer, which provides for the payment of certain severance
benefits in the event of a change of control in the beneficial ownership of the
Company (as defined in the Plan). The Plan provides that in the event of a
change of control in which the employees' stock options are not assumed or
substituted for by the acquiring corporation, such options

will become fully vested and exercisable as of a date prior to the change of
control. In addition, the Plan provides that severance benefits will be payable
to the employees upon the occurrence of both of the following: (1) a change of
control of the Company, and (2) within twelve months after the change of
control, the involuntary termination of such individual's employment by the
Company other than for "cause" or the voluntary termination of such individual's
employment by such individual for "good reason" (as those terms are defined in
the Plan). Upon the occurrence of the events described in the preceding
sentence, each executive officer other than Chief Executive Officer, will be
entitled to receive the following benefits: (a) a lump sum cash payment equal to
the sum of (i) his or her then-effective annual base salary, plus (ii) 100% of
his or her bonus at the "on-target" level for the year in which the termination
occurs, and (b) full accelerated vesting of any options to purchase shares of
the Company's Common Stock.

In September 1999, the Compensation Committee authorized the Company to
enter into severance agreements with executives of the Company at the vice
president level as of that date providing for payment of six (6) months of base
salary in the event of involuntary termination other than for cause. As of March
28, 2002, only Ms. Doyle remained eligible for this benefit.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock and Preferred Stock as of
March 28, 2002 by (i) each person known by the Company to be the beneficial
owner of more than 5% of the Company's Common Stock, (ii) each director of the
Company, (iii) the Chief Executive Officer at December 31, 2001, four other most
highly compensated executive officers of the Company at December 31, 2001 whose
salary and bonus for the year ended December 31, 2001 exceeded $100,000, and a
former executive officer of the Company whose salary and bonus for the year
ended December 31, 2001 exceeded $100,000 but who was not an executive officer
as of December 31, 2001 (the "Named Executive Officers") and (iv) all current
executive officers and directors of the Company as a group.

SHARES OF COMMON STOCK SHARES OF PREFERRED STOCK
BENEFICIALLY OWNED(2)(3) BENEFICIALLY OWNED(2)(4)
------------------------ -------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNERS(1) SHARES OF CLASS SHARES OF CLASS
- ---------------------------------------- ------------ ---------- ------------ -----------

5% STOCKHOLDERS
General Motors Corporation(5)............. 11,876,484(5) 8.53% 11,876,484 100%
1400 Stephenson Highway
Troy, MI 48083
OFFICERS AND DIRECTORS
Jeff M. Adamson(6) 221,979 * -- --
Mary E. Doyle(7).......................... 626,231 * -- --
Elizabeth A. Fetter(8).................... 23,333 * -- --
Pericles Haleftiras, Jr.(9) 77,083 * -- --
Chester A. Huber, Jr.(10)................. -- * -- --
Philip D. Knell(11)....................... 66,167 * -- --
Kathleen M. Layton(12) 655,000 * -- --
Rose M. Marcario(13)...................... 207,292 * -- --
Tom D. Seip(14)........................... 20,833 * -- --
Paula E. Skokowski(15) 189,064 * -- --
Susan G. Swenson(16)...................... 47,499 * -- --
Executive officers and directors as a
group (14 persons)(17).................. 2,125,043 1.54% -- --
- ----------

* Less than 1%

(1) Except as otherwise indicated, the address of each beneficial owner is in
care of the Company at 420 North Mary Avenue, Sunnyvale, California 94085.

(2) Except as indicated in the footnotes to this table, the Company believes
that the persons named in the table have sole voting and dispositive power
with respect to all shares of Common Stock and/or Preferred Stock shown as
beneficially owned by them, subject to community property laws, where
applicable.

(3) Calculations of percentages of beneficial ownership are based upon
127,324,962 shares of Common Stock together with 8,907,363 shares of
Series G Preferred Stock outstanding (on an as-if-converted basis) as of
March 28, 2002. Calculations assume the exercise by only the respective
named stockholder of all options to purchase Common Stock or convertible
securities beneficially held by such stockholder, if any, which are
exercisable within 60 days of March 28, 2002.

(4) The calculation of the percentage of beneficial ownership is based upon
8,907,363 shares of Common Stock that may be acquired by General Motors
Corporation upon conversion of the 1,500 shares of Series G Preferred
Stock currently held by it and 2,969,121 shares of Common Stock that may
be acquired by General Motors Corporation upon exercise of a warrant to
purchase an additional 500 shares of Series G Preferred Stock, and
conversion of that stock to Common Stock.

(5) General Motors Corporation is entitled to vote 8,907,363 shares on an
as-if-converted basis (or 100% of the voting preferred stock), but see
footnote 4 above.

(6) Includes 211,979 shares subject to stock options exercisable within 60
days of March 28, 2002.

(7) Includes 616,231 shares subject to stock options exercisable within 60
days of March 28, 2002.

(8) Includes 23,333 shares subject to stock options exercisable within 60 days
of March 28, 2002.

(9) Includes 77,083 shares subject to stock options exercisable within 60 days
of March 28, 2002.

(10) Does not include 8,907,363 shares (representing 1,500 shares of Series G
Preferred Stock on an as-if converted basis) or 2,969,121 shares
(representing a warrant to purchase an additional 500 shares of Series G
Preferred Stock on an as-if converted basis) held by General Motors
Corporation, the sole stockholder of OnStar Corporation, of which Mr.
Huber is President. See footnote 4 above.

(11) Includes 64,167 shares subject to stock options exercisable within 60 days
of March 28, 2002.

(12) Includes 625,000 shares subject to stock options exercisable within 60
days of March 28, 2002.

(13) Includes 207,292 shares subject to stock options exercisable within 60
days of March 28, 2002.

(14) Includes 20,833 shares subject to stock options exercisable within 60 days
of March 28, 2002.

(15) Includes 189,064 shares subject to stock options exercisable within 60
days of March 28, 2002.

(16) Includes 47,499 shares subject to stock options exercisable within 60 days
of March 28, 2002.

(17) Includes 2,059,043 shares subject to stock options exercisable within 60
days of March 28, 2002 held by all current executive officers and
directors as a group.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ONSTAR VIRTUAL ADVISOR

The Company's primary source of revenue in 2001 was OnStar Corporation, a
wholly-owned subsidiary of General Motors Corporation, which has the right to
elect one member of the Company's board of directors. The service delivered by
OnStar is an in-vehicle safety, security and information service using Global
Positioning System (GPS) satellite network and wireless technologies to provide,
through live advisors, accident assistance, stolen vehicle tracking, emergency
services, roadside assistance with location, remote door unlock, remote
diagnostics, route support, OnStar Concierge and other convenience and
information services to OnStar subscribers. The OnStar service includes a
Personal Calling feature that allows OnStar subscribers who have purchased
wireless minutes to make and receive hands-free, voice-activated phone calls
through a nationwide wireless network. OnStar subscribers who have activated the
Personal Calling feature may also access the Virtual Advisor service. The
Virtual Advisor is an automated voice-activated network service developed by the
Company and hosted in our network operations center that allows OnStar
subscribers to access email, stock quotes, weather updates, traffic reports and
up-to-the-minute news content, including sports, financial, headline, business
and world news.

Relationship with OnStar Corporation

On November 9, 1999, the Company entered into a Preferred Stock and Warrant
Purchase Agreement and a Development and License Agreement with General Motors
Corporation, through its OnStar subsidiary, for total consideration in the
amount of $20 million. Approximately $13.8 million of that sum has been
allocated to General Motors' purchase of the Company's Series G Preferred Stock
and associated warrants, and the balance, approximately $6.2 million, has been
allocated to the development services and license rights provided to OnStar
under the Development and License Agreement. Pursuant to this transaction,
General Motors Corporation acquired beneficial ownership of more than 10% of the
Company's outstanding Common Stock and has the right to elect one director to
the Company's board of directors.

Development and License Agreement with OnStar

Pursuant to the Development and License Agreement, the Company agreed to
commit a minimum of 315 person-months to develop the OnStar Virtual Advisor
service and to integrate that service with the existing OnStar service. All
development effort required beyond the minimum commitment (which was satisfied
in 2000) was charged to OnStar at mutually agreed upon rates.

Under the Development and License Agreement, the Company also granted
OnStar a world-wide, perpetual, non-transferable and irrevocable license to
operate the Virtual Advisor for use primarily through equipment installed
onboard vehicles. The license was exclusive through January 1, 2002. The Company
further agreed to refrain for five years from January 1, 2001, from transferring
or sublicensing its rights to those elements of the voice user interface
developed by the Company specifically for the OnStar Virtual Advisor to any
vehicle manufacturer or supplier for use in services designed primarily for use
through equipment installed onboard vehicles.

Services Agreement with OnStar

The Development and License Agreement provides that the Company initially
will operate the service, which it has done pursuant to a Services Agreement
entered into on May 2, 2001, and effective as of January 1, 2001. Under the
Services Agreement, the Company is obligated to (i) operate the Virtual Advisor
service 24 hours a day, seven days a week, through and including December 31,
2002, (ii) maintain compliance with designated performance levels, and (iii)
provide second level support to OnStar. As requested by OnStar, the Company is
also to contract with service providers for the delivery of content, such as
news and weather, to the Virtual Advisor. In consideration, OnStar is to pay the
Company a minimum of $95,000 per month for utilization of the service up to 4
million minutes per month. Utilization of the services in excess of 4 million
minutes per month is subject to incremental per minute rate increases. As of
March 28, 2002, utilization of the service has not yet exceeded 4 million
minutes per month. Should the Company fail to attain the performance levels to
which it has committed, other than for reasons beyond its control, it may be
obligated to credit OnStar up to approximately $75,000 of the monthly service
fee for any month in which such failure occurs, depending upon the extent and
duration of any such failure, and further depending upon the Company's average
performance for the calendar quarter in which such failure occurs. As of March
28, 2002, the Company has consistently maintained the performance levels to
which it committed, and has not been obligated to credit OnStar in any material
amount. The Services Agreement is automatically renewable for successive
ninety-day periods unless either party gives the other notice of nonrenewal
ninety days prior to the expiration of the then-current term.

Amendments to Development and License Agreement and Services Addendum

The Development and License Agreement also provides that, following first
commercial availability of the OnStar Virtual Advisor service, OnStar may
request that the Company develop additional features and functionality for the
service, which it has done from time to time, generally pursuant to change order
requests. On August 1, 2001, and in order both to ensure OnStar a committed
level of resources to support continued development and enhancement of the
Virtual Advisor and to allow the Company an opportunity to better predict
demands on its resources and related revenues and returns on revenues, OnStar
and the Company entered into Amendment Number One to the Development and License
Agreement, which provides that the Company will undertake such efforts pursuant
only to a Services Addendum that describes the work to be performed, resources
to be made available to OnStar by the Company, and the payment terms therefor.

Under a Services Addendum executed contemporaneously with Amendment Number
One, the Company agreed to dedicate a minimum of eighteen people over a period
of one year to develop and implement enhancements to the Virtual Advisor
service, and to support and maintain the Virtual Advisor software. In
consideration, OnStar agreed to pay the Company a minimum of approximately
$484,000 for each month during the term of the Services Addendum, which is a 30%
discount from our standard rates, subject to reduction only to the extent that
the Company is unable to supply the resources committed. The term of the
Services Addendum is

renewable for subsequent one-year periods upon agreement of the parties. There
can be no assurance that the Services Addendum will be renewed or renewed at the
current rates or levels.

On January 10, 2002, OnStar and the Company entered into Amendment Number
Two to the Development and License Agreement, which (i) provides the Company a
license to the grammars, voice prompts and scripts developed by the Company for
the Virtual Advisor service (other than domain-specific grammars, voice prompts
and scripts) for use in developing and licensing software products other than
custom products; (ii) provides OnStar a license to the application source code
for the Virtual Advisor, consisting of recordings, source code and interpreted
code for the voice user interface and graphical user interface, as well as
source code for the integration layer (but not the middle layer) between
OnStar's network and the Virtual Advisor service; and (iii) confirms OnStar's
right to use the magicTalk Voice Gateway in connection with the Virtual Advisor
service.

OTHER RELATIONSHIPS AND RELATED TRANSACTIONS

In June 1998, the Company entered into an agreement with Brooks Fiber
Communications ("BFC") pursuant to which BFC provides telecommunications
services to the Company. Under the agreement, the Company paid an $8,000
installation fee and agreed to pay approximately $13,000 per month in usage fees
until June 2003. In October 2001, the Company entered into a one-year service
agreement with automatic one-year renewals with MCI WorldCom Communications,
Inc. ("WorldCom Communications") pursuant to which WorldCom Communications
provides Internet telecommunications services to the Company for approximately
$13,050 per annum. BFC and WorldCom Communications are wholly-owned subsidiaries
of WorldCom, Inc. Philip D. Knell, a director of the Company, is President and
General Manager of WorldCom Conferencing.

The Company has entered into indemnification agreements with each of its
officers and directors containing provisions that may require the Company, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified and to obtain directors' and
officers' insurance if available on reasonable terms. The Company maintains an
insurance policy covering officers and directors of the Company under which the
insurer has agreed to pay the amount of any claim made against the officers or
directors of the Company that such officers or directors may otherwise be
required to pay or for which the Company is required to indemnify such officers
and directors, subject to certain exclusions and conditions. The policy has a
coverage limit of $15,000,000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

GENERAL MAGIC, INC.

By: /s/ KATHLEEN M. LAYTON
-------------------------------------
Kathleen M. Layton
Chief Executive Officer and President

Dated: April 30, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

SIGNATURE TITLE: DATE:
--------- ------ -----

By: * SUSAN G. SWENSON Chairman of the Board April 30, 2002
---------------------------------------
Susan G. Swenson

By: /s/ KATHLEEN M. LAYTON Chief Executive Officer and President April 30, 2002
---------------------------------------- (Principal Executive)
Kathleen M. Layton

By: * DAVID H. RUSSIAN Chief Financial Officer April 30, 2002
--------------------------------------- (Principal Financial and
David H. Russian Accounting Officer)

By: * ELIZABETH A. FETTER Director April 30, 2002
---------------------------------------
Elizabeth A. Fetter

By: * CHESTER A. HUBER, JR. Director April 30, 2002
---------------------------------------
Chester A. Huber, Jr.

By: * PHILIP D. KNELL Director April 30, 2002
---------------------------------------
Philip D. Knell

By: * TOM D. SEIP Director April 30, 2002
---------------------------------------
Tom D. Seip

*By: /s/ KATHLEEN M. LAYTON Chief Executive Officer and President April 30, 2002
--------------------------------------- (Principal Executive)
Kathleen M. Layton
Attorney-in-Fact

GENERAL MAGIC, INC.

EXHIBITS TO FORM 10-K/A ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2001

EXHIBIT
NUMBER DESCRIPTION
------- -----------

24.1 Power of Attorney (previously filed)