UNITED STATES

                 SECURITIES AND EXCHANGE COMMISSION

                        Washington, DC 20549

                    ----------------------------

                             FORM 10-Q

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

                For the quarterly period ended: January 31, 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: 0-11552
                                           --------

                                 Televideo, Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                   94-2383795
- -------------------------------               ----------------------------------
(State or other jurisdiction of                      (IRS Employer
 incorporation or organization)                    Identification No.)

                   2345 Harris Way, San Jose, California 95131
                   -------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (408) 954-8333
                                                   ----------------

                    ----------------------------

      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          No  X
                            ---         ---

The number of shares outstanding of registrant's Common Stock, as of March
1, 2001 is: 11,307,000.
           ------------





DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This Quarterly Report on Form 10-Q for TeleVideo Inc. (the "Company") for
the first quarter ended January 31, 2001, includes certain statements that may
be deemed to be "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements, other
than statements of historical facts, included in this report that address
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future, including, but not limited to, such
matters as future product development, business development, marketing
arrangements, future revenues from contracts, business strategies, expansion and
growth of the Company's operations and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and perception of historical trends,
current conditions, expected future developments and other factors it believes
are appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including the risk factors discussed
below, general economic and business conditions, the business opportunities (or
lack thereof) that may be presented to and pursued by the Company, changes in
law or regulations and other factors, many of which are beyond control of the
Company. Prospective investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may
differ materially from those projected in the forward-looking statements.

                        PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

         [The remainder of this page is intentionally left blank.]





                              TELEVIDEO, INC.

               INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                   (IN THOUSANDS, EXCEPT SHARE AMOUNTS)



                                                January 31,          October 31,
                               ASSETS               2001                2000
                                                -----------          -----------
                                                (Unaudited)           (Audited)
CURRENT ASSETS:
                                                              
  Cash and cash equivalents                      $     427           $   3,261
  Accounts receivable, net                           1,336               1,560
  Inventories, net                                   3,259               1,239
  Marketable Securities                                719               1,259
  Prepayments and other                                656                 761
  Notes receivable - current                            73                  73
                                                -----------          -----------
        Total current assets                         6,470               8,153
                                                -----------          -----------
PROPERTY, PLANT AND EQUIPMENT:
  Production equipment                                 669                 669
  Office furniture and equipment                     1,128               1,128
  Leased property under capital lease                6,270               6,270
                                                -----------          -----------
                                                     8,067               8,067
  Less accumulated depreciation and
    amortization                                     2,494               2,401
                                                -----------          -----------
        Property, plant and equipment, net           5,573               5,666
                                                -----------          -----------

OTHER ASSETS                                           166                 166
INVESTMENTS IN AFFILIATES                            8,807               6,807
NOTE RECEIVABLE, LESS CURRENT PORTION                2,539               2,557
                                                -----------          -----------
        Total assets                             $  23,555           $  23,349
                                                ===========          ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
  Obligation under capital lease - current       $     296           $     296
  Accounts payable                                   1,485                 808
  Accrued liabilities                                1,073               1,238
  Income taxes                                        (346)                 85
  Deferred gain on sale of land and building -
    current                                            845                 845
  Deferred gain on sale to Ningbo                    1,080
                                                -----------          ----------
        Total current liabilities                    4,433               3,272
                                                -----------          ----------
  Obligation under capital lease - long-term         5,516               5,516
  Deferred gain on sale of land and building -
    long-term                                        6,104               6,245
                                                -----------          ----------
        Total liabilities                           16,053              15,033
                                                -----------          ----------
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value:
    Authorized--75,000,000 shares
    Outstanding--11,307,000 shares at
      January 31, 2001 and 11,307,000
      shares at October 31, 2000                       454                 454
  Additional paid-in capital                        95,734              95,734
  Accumulated other comprehensive income, net          830               1,153
  Accumulated deficit                              (89,517)            (89,025)
                                                 ---------           ---------
        Total stockholders' equity                   7,502               8,316
                                                 ---------           ---------
        Total liabilities and stockholders'
          equity                                 $  23,555           $  23,349
                                                 =========           ===========


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




                                TELEVIDEO, INC.

               INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED JANUARY 31, 2001 AND JANUARY 31, 2000
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                 (Unaudited)




                                                         Three Months Ended
                                                           January 31,
                                                 -----------------------------
                                                      2001                2000
                                                 ---------           ---------
                                                              
NET SALES                                        $   1,538           $   1,521

COST OF SALES                                        1,418               1,403
                                                 ---------           ---------

GROSS PROFIT                                           120                 118

OPERATING EXPENSES:
  Sales and marketing                                  569                 653
  Research and development                             223                 221
  General and administration                           328                 463
                                                 ---------           ---------
        Total operating expenses                     1,120               1,337
                                                 ---------           ---------
        Loss from operations                        (1,000)             (1,219)

INTEREST INCOME, net                                    64                 134

OTHER INCOME, net                                      446                 124
                                                 ---------           ---------
        Net loss                                 $    (490)          $    (961)
                                                 =========           ==========
Net loss per share, basic and diluted            $    (.04)          $    (.09)
                                                 =========           =========
Weighted average shares outstanding                 11,307              11,278
                                                 =========           =========


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




                                TELEVIDEO, INC.

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS ENDED JANUARY 31, 2000 AND JANUARY 31, 1999
                                (IN THOUSANDS)
                                 (Unaudited)




                                                             Three Months Ended
                                                                  January 31,
                                                         ------------------------
                                                              2001           2000
                                                         ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                 
Net cash used in operating activities                   $  (2,307)      $    (512)
                                                         ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net proceeds from sale of land and building                   --             --
  Net additions to property, plant and equipment                --             (6)
  Investment in Ningbo China                                (2,000)            --
  Deferred gain from Ningbo China                            1,080             --
  Note receivable                                               18            (22)
                                                          ---------      ---------
Net cash (used in) provided by
             investing activities                             (902)            16
                                                          ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                        --             32
  Loan from Smith Barney                                       375             --
  Payments on lease obligations                                 --            (62)
                                                         ---------       ---------
Net cash provided by (used in)
               Financing activities                            375            (30)
                                                         ---------       ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            (2,834)          (526)

CASH AND CASH EQUIVALENTS AT THE BEGINNING
  OF THE PERIOD                                              3,261           4,487
                                                         ---------       ---------

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD       $     427       $   3,961
                                                         =========       =========


Non cash investing/financing activities:

      In December 1998, the Company sold its main facility (land and building)
for approximately $11.0 million and concurrently leased back this facility over
a 15 year lease term expiring in December 2013. The land component has been
recorded as an operating leaseback. The building element has been accounted for
as a capital lease, whereby a leased building asset and capital lease obligation
were recorded at the fair value of approximately $6.27 million. As a result of
the sale for $11.0 million (which includes a $2.75 million note receivable) a
deferred gain of approximately $8.0 million was recorded. The deferred gain
attributable to the land element, which approximates $3.44 million, is being
amortized over the 15 year lease life on a straight line method. The deferred
gain attributable to the building element, which approximates $4.56 million, is
being amortized over leased building asset life, which has been determined to be
the 15 year lease term, on a straight line method.

      The $2.75 million note receivable bears interest at 7.25% per annum.
Principal and accrued interest is payable in equal monthly installments of
$21,735 each on the first day of each month commencing on January 1, 1999. If
not earlier paid in full, any unpaid principal and all accrued interest is due
and payable to TeleVideo, Inc. on December 1, 2013.

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






                                  TELEVIDEO, INC.

            NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 JANUARY 31, 2001


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information. The
information at January 31, 2001 and for the three months ended January 31, 2001
and 2000 include all adjustments that the management of the Company believes are
necessary for fair presentation for the results of the periods presented.

      Results for any interim period are not necessarily indicative of results
for any future interim period or for the entire year. The accompanying financial
statements and notes thereto should be read in conjunction with the financial
statements and notes thereto included in the Company's annual report on Form
10-K.

      PRINCIPLES OF CONSOLIDATION

      The condensed consolidated financial statements include the accounts of
the Company and its majority owned subsidiaries, after elimination of
inter-company accounts and transactions. All of the Company's unconsolidated
affiliates are accounted for using the equity or the cost method.

      USE OF ESTIMATES

      In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements, as well as 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.

      INVENTORIES

      Inventories are stated at the lower of cost or market. Costs are computed
on a currently adjusted standard basis (which approximates average cost) or both
finished goods and work-in-process and includes material, labor and
manufacturing overhead costs. The cost of purchased parts is determined on a
first-in, first-out basis. Amounts shown are net of reserves for obsolescence of
$0.5 million at both January 31, 2001 and October 31, 2000, respectively:




                                           January 31,         October 31,
                                              2001                 2000
                                           -----------         -----------
                                                        
       Purchased parts and subassemblies    $    430           $      98
       Work-in-process                           264                 314
       Finished goods                          2,565                 827
                                           -----------         -----------
                                            $  3,259           $   1,239
                                           ===========         ===========







      PROPERTY, PLANT AND EQUIPMENT

      Depreciation and amortization are provided over the estimated useful lives
of the assets using both straight line and accelerated methods.

               Production equipment               1-10 years
               Office furniture                   1-10 years
               Leased property                    15 years

      LOSS PER SHARE

      Loss per share is based on the weighted average number of shares of common
stock outstanding during each period. Diluted earnings per share is computed
using the weighted average number of common and common equivalent shares
outstanding during the period.

      RECLASSIFICATIONS

      Certain reclassifications have been made to conform to the 2001
presentation. None of such reclassifications are material to the financial
statements taken as a whole.

2.    ACQUISITIONS AND DIVESTITURES

      EQUITY METHOD

      Applied Photonics Technology, Inc.

      On April 16, 1997, the Company entered into a Common Stock Purchase
Agreement with Applied Photonics Technology, Inc. (APT), a California
corporation, whereby the Company purchased a 30% interest in APT for $3.0
million.

      During the fiscal year ended October 31, 1998, the Company wrote off its
equity investment, related goodwill, and note receivable of approximately $4.1
million. During 1999, the Company granted and wrote off loans and advances to
APT totaling $426,000. The Company has not guaranteed any obligations of APT and
has made no commitments to provide additional financial support to APT.

      Mulix, Inc.

      On February 2000, the Company purchased for $1,000,000 in cash an
aggregate of 14,269,230 shares of unregistered Series A Convertible Preferred
Stock of Mulix, Inc., a Delaware corporation. The Company's investment in Mulix
represents a 35% interest in this privately held corporation. The investment is
accounted for on the equity method of accounting.

      Mulix was dissolved effective November 30, 2000. Thus, the entire
investment was written off as of October 31, 2000.

      K&T Telecom, Inc.

      In July 2000, the Company purchased for $600,000 in cash an aggregate of
9,608 shares of stock of K&T Telecom, Inc, a Korean company. Its main activity
is manufacturing telecommunication and electronics devices, including hands-free
accessories and collision sensors. The Company's investment in K&T Telecom, Inc.
represents a 49% interest in this privately held corporation. The investment is
accounted for on the equity method of accounting.





      If K&T Telecom, Inc. subsequently increases its capital, TeleVideo will be
given the opportunity to participate in the stock issuance in order to maintain
the percentage of stock currently held by TeleVideo.

      Alpha Technology, Inc.

      In August 2000, the Company purchased for $650,000 in cash an aggregate of
9,608 shares of stock of Alpha Technology, Inc. Alpha Technology, Inc. is a
Korean company manufacturing electronic and car accessories, including two way
car alarm systems. The Company's investment in Alpha Technology, Inc. represents
a 49% interest in this privately held corporation. The investment is accounted
for on the equity method of accounting.

      TeleVideo has the right to participate in future sales of Alpha
Technology, Inc. securities to maintain its proportionate interest in this
company. If Alpha Technology, Inc. increases its capital thereafter, TeleVideo
will be given the opportunity to participate in the stock issuance in order to
maintain the percentage of stock currently held by TeleVideo.

      COST METHOD

      mySimon, Inc.

      In September 1998, the Company invested $1 million in the online
comparison shopping Internet company, mySimon, Inc., receiving convertible
preferred stock.

      On February 29, 2000, CNET Networks, Inc. (formerly, CNET, Inc. or CNET)
completed the acquisition of mySimon, Inc. As a result of this acquisition, the
Company received 375,108 shares of common stock of CNET in exchange for 100% of
its interest in mySimon, Inc. During the same period of time, the Company also
adjusted its balance sheet to reflect the conversion to a marketable security.
The cost method used to book the investment in mySimon was changed to market
value method in accordance with SFAS 115 to record the investment in CNET stock.

      During the fiscal year 2000, the Company recognized gains from the sales
of CNet stocks of $10.1 million. On March 15, 2001, The Company owned
approximately 39,800 shares of CNET common stock and the market value was
approximately $8.38 per share.

      Koram, Inc.

      In February 1998, the Company purchased a 50% interest in Koram, Inc, a
Korean restaurant venture. This investment was accounted for under the equity
method of accounting. During 2000, the Company decided to discontinue its
participation in this joint venture. The Company's venture partner agreed to
transfer the funds for its participation into the TeleVideo account when the
exchange rate for the Korean Won and US Dollar will be the most advantageous. As
such, the Company accounts for this investment under the cost method of
accounting.

      Biomax Co, Ltd.

      On May 12, 2000, the Company purchased for a cash investment of $917,431
an aggregate of 45,000 ordinary shares of Biomax Co., Ltd. (Biomax). Biomax is a
startup company, with its principal offices located in Seoul, Korea, engaged in
developing an herbal product to help lower cholesterol levels in humans. Its
existing technology was developed by and obtained from the Korea Research
Institute of Bioscience and Biotechnology. The Company's investment in Biomax





represents a 15% interest in this privately held corporation. The investment is
accounted for on the cost method of accounting.

      The agreement gives the Company the right to nominate one member to the
Biomax Board of Directors. Dr. K. Philip Hwang, the Company's Chairman of the
Board and Chief Executive Officer, was nominated and elected to the Biomax
board.

      The Company has the right to participate in future sales of Biomax
securities to maintain its proportionate interest in Biomax. In the event the
Company wants to sell all or a portion of its shares, it has given Biomax and
Biomax's President, who is its controlling shareholder, a right of first refusal
to purchase the shares. The controlling shareholder also must obtain the
Company's prior written consent in order to sell over 10% of Biomax.

      Biomax also agreed to discuss with the Company certain specified kinds of
events and transactions that could materially impact Biomax's business, capital
structure and financial condition. The agreement further prohibits Biomax from
sharing its technology with third parties or assisting with research and
development efforts of third parties without the prior written consent of the
Company, other than in the normal course of business, and further prohibits the
controlling shareholder from engaging in businesses that could compete with
Biomax. The restrictions and promises in the agreement will terminate at such
time as the Company has sold at least 70% of the shares it acquired under the
agreement.

      Keyin Telecom Co. Ltd.

      On May 12, 2000, the Company purchased for $2,522,972 an aggregate of
15,278 ordinary shares of Keyin Telecom Co. Ltd. ("Keyin"). Keyin is a private
company located in Seoul, Korea, engaged in developing power line technology for
electricity transportation. The Company's investment in Keyin represents a 5.75%
interest in this corporation. The investment is accounted for on the cost method
of accounting.

      The Company has the right to participate in future sales of Keyin
securities to maintain its proportionate interest in Keyin. In the event the
Company wants to sell all or a portion of its shares, it has given Keyin and its
controlling shareholder, who is also its President and Chief Executive Officer,
a right of first refusal to purchase the shares.

      Keyin also agreed to keep the Company expressly advised regarding certain
specified events and transactions that could materially impact Keyin's business,
capital structure and financial condition. Keyin has agreed that it will not
transfer its power line communications (PLC) technology to a third party without
the prior written consent of the Company, except in the context of a strategic
technology transfer agreement approved by the Keyin Board. The restrictions and
promises in the agreement will terminate at such time when the Company sells at
least 70% of the shares it acquired under the agreement.

      The investment agreement also contemplates that TeleVideo will participate
in a strategic alliance with Keyin under the terms of which TeleVideo will
support Keyin in its overseas marketing and sales activities related to Keyin's
PLC technology. In addition, TeleVideo and Keyin will cooperate to incorporate
Keyin's PLC technology into TeleVideo's computer products, including the
Tele-CLIENT series. The parties contemplate entering into a separate sales and
marketing agreement to more fully document the terms and conditions of the
strategic relationship.





      Synertek, Inc.

      In June 2000, the Company purchased for $1,000,000 in cash an aggregate of
285,714 shares of common stock of Synertek, Inc., a Nevada corporation,
representing an 8% interest in this company. Synertek, Inc. manufactures and
sells handheld digital multimedia and communications appliances. The cash
investment is accounted for on the cost method of accounting.

      Ningbo China

      In October 2000, the Company invested $1,000,000 in Televideo (China) Co.,
Ltd. (Ningbo China) for a 10% interest. The Company has agreed to invest an
additional $2,000,000 in December 2000. The total investment will represent a
30% interest in this company, which will manufacture computer terminals and
monitors. This investment is currently accounted for using the cost method.

      The investment agreement also provides for the use of TeleVideo's
technical production skill of terminal products. For the use of this technology
Ningbo China will pay the Company $2.5 million dollars over two years as
follows: $1.2 million is to be received in December 2000 and the remaining $1.3
million in two installments of $650 thousand in June 2001 and June 2002. For
this money, TeleVideo will give Ningbo China the right to use it's technology
and provide professional training for the use of this technology. The most
important technology is related to the processor used for TeleCLIENT.

      During December 2000, the Company invested $2,000,000 in Ningbo China for
an additional 20% ownership interest. Accordingly, in December 2000, the Company
changed its method of accounting for this investment to the equity method.

      During December 2000, the Company received approximately $960,000 from
Ningbo China. During January 2001, the Company received an additional $120,000
from Ningbo China.

      Because TeleVideo has 30% interest in Ningbo and the technology provided
by the Company is not yet used, the Company decided that the income resulting
from the contract with Ningbo will be deferred until the technology is used.

3.    LETTER OF CREDIT AGREEMENT

      At January 31, 2001, the Company had no letters of credit agreements.

4.    SALE AND LEASEBACK OF BUILDING

      In December 1998, the Company sold its main facility (land and building)
for approximately $11.0 million and concurrently leased back this facility over
a 15 year lease term expiring in December 2013. The land component has been
recorded as an operating leaseback. The building element has been accounted for
as a capital lease, whereby a leased building asset and capital lease obligation
were recorded at the fair value of approximately $6.27 million. As a result of
the sale for $11.0 million (which includes a $2.75 million note receivable) a
deferred gain of approximately $8.0 million was recorded. The deferred gain
attributable to the land element, which approximates $3.44 million, is being
amortized over the 15 year lease life on a straight line method. The deferred
gain attributable to the building element, which approximates $4.56 million, is
being amortized over leased building asset life, which has been determined to be
the 15 year lease term, on a straight line method.

      The $2.75 million note receivable bears interest at 7.25% per annum.
Principal and accrued interest is payable in equal monthly installments of
$21,735 each on the first day of each month commencing





on January 1, 1999. If not earlier paid in full, any unpaid principal and all
accrued interest is due and payable to TeleVideo, Inc. on December 1, 2013.

5.    SUBSEQUENT EVENTS

      On February 28, 2001, Grant Thornton LLP was replaced as the independent
accountant engaged to audit the consolidated financial statements of TeleVideo,
Inc. (the "Company") by Choi, Cho & Ahn Accounting Corporation.

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

RESULTS OF OPERATIONS

      Net sales for the first quarter of fiscal 2001 were $1.5 million, same as
in the first quarter of fiscal 2000.

      Cost of sales was $1.4 million in the first quarter of fiscal 2000, same
as in the first quarter of fiscal 2000.

      With all the efforts and expenses made to penetrate new markets, the
Company failed to increase sales volume, and, as result, the net sales and cost
of sales kept the same structure and level in the first quarter of financial
year 2001, compared with the first quarter of fiscal year 2000.

      Sales and marketing expenses were $0.6 million in the first quarter of
fiscal 2001, compared with $0.7 million in the first quarter of fiscal 2000. As
a percentage of net sales, sales and marketing expenses decreased to 40% in the
first quarter of fiscal 2001 compared with 47% in the first quarter of fiscal
2000. The decrease is due to the close of three regional offices, in Georgia,
New Jersey and Texas. The Company decided to close these offices because no
improvement in sales activity was recorded after opening them.

      Research and development expenses were $0.2 million in the first quarter
of fiscal 2001, same as in the first quarter of fiscal 2000.

      General and administrative expenses were $0.3 million in the first quarter
of fiscal 2001, compared with $0.5 million in the first quarter of fiscal 2000.
As a percentage of net sales, general and administrative expenses decreased to
20% in the first quarter of fiscal 2001 compared with 33% in the first quarter
of fiscal 2000. The decrease is due primarily to the reduction occurred in
salary expenses, by the decrease of the number of employee used in general and
administration activities.

      The Company's loss from operations was approximately $1.0 million in the
first quarter of fiscal 2001 compared with approximately $1.2 million in the
first quarter of fiscal 2000.

      Other income was $510,000 in the first quarter of fiscal 2000, compared
with $260,000 in the first quarter of fiscal 1999, an increase of $117,000. The
increase was due primarily to the sale of C-NET stock, and to the income
resulted from the sublease of a part of the Company headquarter space, beginning
from January 2001.

      Net loss for the first quarter of fiscal 2001 was $0.5 million compared
with a net loss of $1.0 million in the first quarter of fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES

      At January 31, 2001, the Company had $0.4 million in cash and cash
equivalents, a decrease of approximately $2.9 million over the same balances at
the end of fiscal 2000 of approximately $3.3 million. Net cash used in operating
activities increased from $0.5 million used in the three months





ended January 31, 2000 to $2.3 million used for the same period in fiscal 2001.
This increase is due primarily to the investment in Ningbo China, made in
December 2000.

      In December 2000, the Company subleased a part of it's headquarter space.
The leasing agreement is for a period of three years, beginning January 2001,
and this will bring a monthly income of approximately $81,000. This sublease
will not affect the company manufacturing facilities.

      In December 1998, the Company sold its 69,360 square foot headquarters
building in San Jose, California, including land and improvements, to TVCA, LLC,
an unaffiliated Delaware limited liability company ("TVCA") for $11.0 million.
The nature of the consideration was $8.25 million in cash and a $2.75 million
promissory note. The note bears interest at 7.25% per annum. Principal and
accrued interest are payable in equal monthly installments of $21,735 on the
first day of each month, commencing January 1, 1999. If not earlier paid in
full, any unpaid principal and all accrued interest shall be due and payable to
TeleVideo, Inc. on December 1, 2013.

      In December 1998, the Company leased back this facility over a 15 year
lease term expiring in December 2013. The land component has been accounted for
as a capital lease, whereby a leased building asset and capital lease obligation
were recorded at the fair value of approximately $6.27 million. As a result of
the sale for $11.0 million, a deferred gain of approximately $8.0 million was
recorded. The deferred gain attributable to the land element, which approximates
$3.44 million, is being amortized over the 15 year lease life on a straight line
method. The deferred gain attributable to the building element, which
approximates $4.56 million, is being amortized on a straight line basis over the
leased building asset life, which has been determined to be the 15 year lease
term.

      Net accounts receivable were $1.3 million at January 31, 2001, compared
with $1.6 million at October 31, 2000, a decrease of $0.3 million, or 19%, while
net inventories were $3.3 million at January 31, 2001, as compared with $1.2
million at October 31, 2000, an increase of $2.1 million. The decrease in
accounts receivable reflects large collections in the first quarter of fiscal
2001. The increase in inventory reflects the purchase of additional terminal and
TeleCLIENT products during the quarter, and also the purchase of the inventory
of Mobile Electronics Division products, in total amount of over $1.0 million.

FACTORS THAT MAY AFFECT FUTURE RESULTS

COMPETITIVE MARKETS

      The terminal market is intensely competitive. The principal elements of
competition are pricing, product quality and reliability, price/performance
characteristics, compatibility, marketing and distribution capability, service
and support, and reputation of the manufacturer. TeleVideo competes with a large
number of manufacturers, most of which have significantly greater financial,
marketing and technological resources than TeleVideo. There can be no assurance
that the Company will be able to continue to compete effectively.

PRODUCT DEVELOPMENT

      The computer market is characterized by rapid technological change and
product obsolescence, often resulting in short product life cycles and rapid
price declines. The Company's success will continue to depend primarily on its
ability to continue to reduce costs through manufacturing efficiencies and price
negotiation with suppliers, the continued market acceptance of its existing
products and its ability to develop and introduce new products. There can be no





assurance that TeleVideo will successfully develop new products or that the new
products it develops will be introduced in a timely manner and receive
substantial market acceptance. There can also be no assurance that product
transitions will be managed in such a way to minimize inventory levels and
product obsolescence of discontinued products. The Company's operating results
could be adversely affected if TeleVideo is unable to manage all aspects of
product transitions successfully.

SINGLE SOURCED PRODUCTS

      The Company generally utilizes standard parts and components available
from multiple suppliers. However, certain parts and components used in the
Company's products are available from a single source. If, contrary to its
expectations, the Company is unable to obtain sufficient quantities of any
single-sourced components, the Company will experience delays in product
shipments.

RELIANCE ON FORECASTS

      The Company offers its products through various channels of distribution.
Changes in the financial condition of, or in the Company's relationship with,
its distributors could cause actual operating results to vary from those
expected. Also, the Company's customers generally order products on an as-needed
basis. Therefore, virtually all product shipments in a given fiscal quarter
result from orders received in that quarter. The Company anticipates that the
rate of new orders will vary significantly from month to month. The Company's
manufacturing plans and expenditure levels are based primarily on sales
forecasts. Consequently, if anticipated sales and shipments in any quarter do
not occur when expected, expenditure and inventory levels could be
disproportionately high and the Company's operating results for that quarter,
and potentially future quarters, would be adversely affected.

FACTORS THAT COULD AFFECT STOCK PRICE

      The market price of TeleVideo's common stock could be subject to
fluctuations in response to quarter to quarter variations in operating results,
changes in analysts' earnings estimates, market conditions in the computer
technology industry, as well as general economic conditions and other factors
external to the Company.

FOREIGN CURRENCY AND POLITICAL RISK

      The Company markets its products worldwide. In addition, a large portion
of the Company's part and component manufacturing, along with key suppliers, are
located outside the United States. Accordingly, the Company's future results
could be adversely affected by a variety of factors, including without
limitation, fluctuation in foreign currency exchange rates, changes in a
specific country's or region's political or economic conditions, trade
protection measures, import or export licensing requirements, unexpected changes
in regulatory requirements and natural disasters.

INVESTMENTS IN AFFILIATES

      Investments in affiliates represent approximately 37% of the Company's
total assets at January 31, 2001. As a result, the Company's success will be
adversely affected if the investees fail to execute their business plans. If
there is an impairment in the carrying value of the affiliate investments the
Company will reduce the carrying of such investments.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      As of January 31, 2001, the Company had a long-term note receivable (the
"Note") of $2.7 million. The Company received the Note, which bears interest at
a fixed rate of 7.25% per annum, as partial consideration for the sale of the
Company's headquarters facility in December 1998. The interest rate on the Note
is fixed over the life of the Note, with principal and interest payable in equal
monthly installments of $21,735 each on the first day of each month commencing
on January 1, 1999. If not earlier paid in full, any unpaid principal and all
accrued interest shall be due and payable to TeleVideo, Inc. on December 1,
2013.

      Because the interest rate on the Note is fixed for the term of the Note,
any change in interest rates would not affect the Company's earnings or cash
flows if it chose to hold onto the note, although a change in interest rates
could affect the market value of the Note if the Company chose to sell the note
prior to maturity.





                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        None.

ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K.

(a)     EXHIBIT(S).

        None

(b)     REPORTS ON FORM 8-K. Form 8-K was filed on March 7th, 2001.





                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                                  TELEVIDEO, INC.
                                           ------------------------------
                                                   (REGISTRANT)

DATE: March 23, 2001                   BY:      /s/ K.PHILIP HWANG
                                           ------------------------------
                                                  K.PHILIP HWANG
                                                CHAIRMAN AND C.E.O.
                                                    AND ACTING
                                              CHIEF FINANCIAL OFFICER