UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended March 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 No. 0-12719

GIGA-TRONICS INCORPORATED
_______________________________
(Exact name of registrant as specified in its charter)

California 94-2656341
__________________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4650 Norris Canyon Road, San Ramon, CA 94583
______________________________________ __________
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (925) 328-4650

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
___________________ _________________________________________

None None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No par value
__________________________
(Title of class)

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

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

The aggregate market value of voting stock held by non-affiliates of the
Registrant calculated on the closing average bid and asked prices as of May 15,
2001 was $20,712,400. For purposes of this determination only, directors and
officers of the Registrant have been assumed to be affiliates. There were a
total of 4,568,694 shares of the Registrant's Common Stock outstanding as of May
15, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents have been incorporated by reference into the
parts indicated:

PART OF FORM 10-K DOCUMENT
----------------- --------

PART II Registrant's ANNUAL REPORT TO
Items 5, 6, 7 and 8 SHAREHOLDERS for the fiscal year
ended March 31, 2001.

PART III Registrant's PROXY STATEMENT for
Items 10, 11, 12 and 13 its 2001 annual meeting of shareholders
to be filed no later than 120 days
after the close of the fiscal year
ended March 31, 2001.

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PART I

The forward-looking statements included in this report including,
without limitation, statements containing the words "believes," "anticipates,"
"estimates," "expects," "intends" and words of similar import, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
these forward-looking statements as a result of a number of factors, including
but not limited to those discussed under "Certain Factors Which May Adversely
Affect Future Operations Or An Investment In Giga-tronics" in Item 1 below and
in Item 7, "Management's Discussion and Analysis", incorporated by reference on
pages 15 through 16 of the Company's 2001 Annual Report to Shareholders.

ITEM 1. BUSINESS

General

Giga-tronics Incorporated (Giga-tronics) includes operations of
Giga-tronics Instrument division, ASCOR, Inc. (ASCOR), DYMATIX, which is a joint
venture of Viking Semiconductor Equipment, Inc. (Viking) and Ultracision,
Inc.(Ultracision), and Microsource, Inc. (Microsource).

Giga-tronics designs, manufactures and markets through its Giga-tronics
Instrument division, a broad line of test and measurement equipment used in the
development, test and maintenance of wireless communications products and
systems, flight navigational equipment, electronic defense systems and automatic
testing systems. These products are used primarily in the design, production,
repair and maintenance of commercial telecommunications, radar, and electronic
warfare.

Giga-tronics was incorporated on March 5, 1980, and its principal
executive offices are located at 4650 Norris Canyon Road, San Ramon, California,
and its telephone number at that location is (925) 328-4650.

Effective July 23, 1996, Giga-tronics acquired ASCOR. ASCOR, located in
Fremont, California, designs, manufactures, and markets a line of switching and
connecting devices that link together many specific purpose instruments that
comprise a portion of automatic test systems. ASCOR offers a family of switching
and interface test adapters as standard VXI configured products, as well as
complete system integration services to the Automatic Test Equipment market.

Effective June 27, 1997, Giga-tronics completed a merger with Viking by
issuing approximately 420,000 shares of the Company's common stock in exchange
for all of the common stock of Viking. Viking, which is now located in Santa
Clara, California, manufactures and markets a line of optical inspection
equipment used to manufacture and test semiconductor devices. Products include
die attachments, automatic die sorters, tape and reel equipment, and wafer
inspection equipment.

Effective December 2, 1997, Giga-tronics completed a merger with
Ultracision by issuing approximately 517,000 shares of the Company's common
stock in exchange for all of the common stock of Ultracision. Ultracision is a
manufacturer of automation equipment for the test and inspection of silicon
wafers. Ultracision also produces a line of probers for the testing and
inspection of silicon devices.

Effective May 18, 1998, Giga-tronics acquired Microsource. All the
outstanding shares of Microsource were exchanged for $1,500,000 plus contingent
payments based on earnings from Microsource from 1998 to 2000, which amounts
were nominal. Microsource located in Santa Rosa, California develops and
manufactures a broad line of YIG (Yttrium, Iron, Garnet) tuned oscillators,
filters and microwave synthesizers, which are used by its customers in
manufacturing a wide variety of microwave instruments or devices.

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Giga-tronics intends to broaden its product lines and expand its market,
both by internal development of new products and through the acquisition of
other business entities. From time to time, the Company considers a variety of
acquisition opportunities.

Industry Segments

The Company manufactures products used in test, measurement and
handling. The Company operates primarily in four operating segments;
Giga-tronics Instruments, ASCOR Inc., Microsource Inc. and DYMATIX (formerly the
Semiconductor Equipment Group).

Products and Markets

Giga-tronics Instruments

The Giga-tronics Instrument segment produces signal sources, generators
and sweepers, and power measurement instruments for use in the microwave and RF
frequency range (10 kHz to 75 GHz). Within each product line are a number of
different models and options allowing customers to select frequency range and
specialized capabilities, features and functions. The end-user markets for these
products can be divided into three broad segments: commercial
telecommunications, radar and electronic warfare. This segment's instruments are
used in the design, production, repair and maintenance and calibration of other
manufacturers' products, from discrete components to complex systems.

ASCOR Inc.

The ASCOR Inc. segment produces switch modules, and interface adapters
that operate with a bandwidth from direct current (DC) to 18 GHz. This segment's
switch modules may be incorporated within its customer's automated test
equipment. The end-user markets for these products are primarily related to
electronic warfare, though the VXI architecture may become more accepted by the
telecommunications market.

DYMATIX (formerly the Semiconductor Equipment Group)

The DYMATIX segment manufactures and markets a line of optical
inspection equipment used in the testing of semiconductor devices. Products
include die attachments, automatic die sorters, tape and reel equipment, and
wafer inspection equipment. Further, DYMATIX manufacturers automation equipment
for the test inspection and robotic handling of silicon wafers in addition to a
line of probers for the testing and inspection of silicon devices.

Microsource Inc.

The Microsource segment develops and manufactures a broad line of YIG
(Yttrium, Iron, Garnet) tuned oscillators, filters and microwave synthesizers,
which are used by its customers in manufacturing a wide variety of microwave
instruments or devices.

Sources and Availability of Raw Materials and Components

Substantially all of the components required by Giga-tronics to make its
assemblies are available from more than one source. The Company occasionally
uses sole source arrangements to obtain leading-edge technology, favorable
pricing or supply terms. Although extended delays in delivering components could
result in longer product delivery schedules, the Company believes that its
protection against this possibility stems from its practice of dealing with
well-established suppliers and maintaining good relationships with such
suppliers.

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Patents and Licenses

The Company attempts to obtain patents when appropriate. However, the
Company believes that its competitive position depends primarily on the creative
ability and technical competence of its personnel and the timely introduction of
new products rather than on the ownership or development of patents.

The Company licenses certain instrument operating system software from
third parties. The Company believes, based on industry practice, that any
additional licenses necessary could be obtained on conditions which would not
have a materially adverse effect on the financial condition of the Company.

Seasonal Nature of Business

The business of the Company is not seasonal.

Working Capital Practices

Giga-tronics does not believe that it has any special practices or special
conditions affecting working capital items that are significant for an
understanding of its business.

Importance of Limited Number of Customers

The Company had been a leading supplier of microwave and radio frequency
(RF) test instruments to various U.S. Government defense agencies, as well as to
their prime contractors. Management anticipates sales to U.S. Government
agencies will remain significant in fiscal 2002, even though the outlook for
defense-related orders continues to be soft. Defense-related agencies accounted
for 11% of net sales in fiscal 2001, 16% in fiscal 2000, and 24% in fiscal 1999.
Commercial business accounted for 89% of net sales in fiscal 2001, 84% in fiscal
2000, and 76% in fiscal 1999. In the past several years, sales to the defense
industry in general, and direct sales to the United States and foreign
government agencies in particular, have declined. Giga-tronics believes this
decrease of product orders, and the resulting decline in defense sales revenues,
is indicative of the worldwide decline in governmental defense spending. Any
further decline in defense orders as a consequence of the foregoing
circumstance, or otherwise, could harm the business, operating results,
financial condition and cash flows of Giga-tronics. In addition during 2001, a
Japanese distributor of the Company, Midoriya, accounted for 10% of
Giga-tronics consolidated sales.

Backlog of Orders

On March 31, 2001, the Company's backlog of unfilled orders was
$39,964,000 compared to $34,128,000 at March 25, 2000. As of March 31, 2001,
there were approximately $7,245,000 unfilled orders that were scheduled for
shipment beyond a year, as compared to approximately $10,201,000 at March 25,
2000. Orders for the Company's products include program orders from both the
U.S. Government and defense contractors, with extended delivery dates.
Accordingly, the backlog of orders may vary substantially from quarter to
quarter and the backlog entering any single quarter may not be indicative of
sales for any period.

Backlog includes only those customer orders for which a delivery schedule
has been agreed upon between the Company and the customer and, in the case of
U.S. Government orders, for which funding has been appropriated.

A portion of the year-end backlog consists of U.S. Government contracts.
These contracts contain customary provisions permitting termination at the
convenience of the U.S. Government upon payment of a negotiated cancellation
charge. The Company never has experienced a significant U.S. government contract
termination.

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Competition

Giga-tronics is engaged in a highly competitive field. Competition from
numerous existing companies is intense and potential new entrants are expected
to increase. The Company's instrument, switch, oscillator and synthesizer
products compete with Hewlett Packard, Anritsu, Racal, IFR and Rohde & Schwarz
while the semiconductor equipment products compete with various other
competitors. Many of these companies have substantially greater research and
development, manufacturing, marketing, financial, technological, personnel and
managerial resources than Giga-tronics. There can be no assurance that any
products developed by these competitors will not gain greater market acceptance
than any developed by Giga-tronics. Accordingly, Giga-tronics will be required
to continue to devote substantial resources and efforts to marketing and
research and development activities.

Sales and Marketing

Giga-tronics Instruments, ASCOR Inc., DYMATIX and Microsource Inc. market
their products through various distributors and representatives to commercial
and government customers, although not necessarily through the same distributors
and representatives.

Product Development

Products of the type manufactured by Giga-tronics historically have had
relatively long product life cycles. However, the electronics industry is
subject to rapid technological changes at the component level. The future
success of the Company is dependent on its ability to steadily incorporate
advancements in component technologies into its new products.

Product development expense was approximately $5,087,000 in fiscal 2001,
$4,180,000 in fiscal 2000, and $5,313,000 in fiscal 1999. Activities included
the development of new products and the improvement of existing products. It is
management's intention to maintain or increase expenditures for product
development at levels required to sustain its competitive position. All of the
Company's product development activities are internally funded and expensed as
incurred.

Giga-tronics expects to continue to make significant investments in
research and development. There can be no assurance that future technologies,
processes or product developments will not render Giga-tronics' current product
offerings obsolete or that Giga-tronics will be able to develop and introduce
new products or enhancements to existing products, which satisfy customer needs,
in a timely manner or achieve market acceptance. The failure to do so could
adversely affect Giga-tronics' business.

Manufacturing

The assembly and testing of Giga-tronics Instrument's microwave, RF and
power measurement products are done at its San Ramon facility. The assembly and
testing of ASCOR's switching and connecting devices are done at its Fremont
facility. The assembly and testing of the DYMATIX products are done at its Santa
Clara facility. The assembly and testing of Microsource's line of YIG (Yttrium,
Iron, Garnet) tuned oscillators, filters and microwave synthesizers are done at
its Santa Rosa facility.

Environment

To the best of its knowledge, the Company is in compliance with all
federal, state and local laws and regulations involving the protection of the
environment.

Employees

As of March 31, 2001, Giga-tronics employed 313 individuals on a full time
basis. Management believes that the future success of the Company depends on its
ability to attract and retain skilled

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personnel. None of the Company's employees are represented by a labor union, and
the Company considers its employee relations to be good.

Information about Foreign Operations

The Company sells to its international customers through a network of
foreign technical sales representative organizations. Sales to foreign customers
were approximately $22,072,000 in fiscal 2001, $14,468,000 in fiscal 2000, and
$7,665,000 in fiscal 1999.

The Company has a United Kingdom (UK) research & development facility for
the Instruments division which has $161,000 in assets. Otherwise the Company has
no other foreign-based operations or material amounts of identifiable assets in
foreign countries. Its gross margins on foreign and domestic sales are similar.

Certain Factors Which May Adversely Affect Future Operations Or An Investment In
Giga-tronics

Business climate may become volatile

Giga-tronics has a significant number of defense-related orders. If the
defense market should soften, shipments in the current year could decrease more
than current projected shipments with a concurrent decline in earnings. The
Company's commercial product backlog has a number of risks and uncertainties
such as the cancellation or deferral of orders, dispute over performance and our
ability to collect amounts due under these orders. If this occurs, then
shipments in the current year could decrease more than current projected
shipments resulting in a decline in earnings.

Giga-tronics sales are substantially dependent on the wireless industry

Giga-tronics sells directly or indirectly to customers and equipment
manufacturers in the wireless industry. Currently, this industry is undergoing
dramatic and rapid change. As such, the business that Giga-tronics records could
decrease or existing recorded backlog could be stretched or deferred resulting
in less than projected shipments. These reduced shipments may have a material
adverse effect on operations.

Giga-tronics' markets involve rapidly changing technology and standards

The market for electronics equipment is characterized by rapidly changing
technology and evolving industry standards. Giga-tronics believes that its
future success will depend in part upon its ability to develop and commercialize
its existing products and to develop new products and application and in part to
develop, manufacture and successfully introduce new products and product lines
with improved capabilities and to continue to enhance existing products. There
can be no assurance that Giga-tronics will successfully complete the development
of current or future products or that such products will achieve market
acceptance.

Giga-tronics acquisitions may not be effectively integrated and their
integration may be costly

As part of its business strategy, Giga-tronics intends to broaden its
product lines and expand its markets, in part through the acquisition of other
business entities. Giga-tonics is subject to various risks in connection with
any future acquisitions. Such risks include, among other things, the difficulty
of assimilating the operations and personnel of the acquired companies, the
potential disruption of the Company's business, the inability of management to
maximize the financial and strategic position of the Company by the successful
incorporation of acquired technology and rights into its product offerings, the
maintenance of uniform standards, controls, procedures and policies, and the
potential loss of key employees of acquired companies. No assurance can be given
that any acquisition by Giga-tronics will or will not occur, that if an
acquisition does occur, that it will not materially harm the Company or that any
such acquisition will be successful in enhancing the Company's business. The
Company currently

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contemplates that future acquisitions may involve the issuance of additional
shares of common stock. Any such issuance may result in dilution to all
Giga-tronics shareholders, and sales of such shares in significant volume by the
shareholders of acquired companies may depress the price of its common stock.

Giga-tronics' common stock price is volatile

The market price of the Company's common stock could be subject to
significant fluctuations in response to variations in quarterly operating
results, shortfalls in revenues or earning from levels expected by securities
analysts and other factors such as announcements of technological innovations or
new products by Giga-tronics or by competitors, government regulations or
developments in patent or other proprietary rights. In addition, the NASDAQ
National Market and other stock markets have experienced significant price
fluctuations in recent periods. These fluctuations often have seemingly been
unrelated to the operating performance of the specific companies whose stocks
are traded. Broad market fluctuations, as well as general foreign and domestic
economic conditions, may adversely affect the market price of the common stock.

Giga-tronics stock at any time has historically traded on thin volume on
NASDAQ. Sales of a significant volume of stock could result in a depression of
Giga-tronics share prices.

ITEM 2. PROPERTIES

As of March 31, 2001, Giga-tronics principal executive office and the
Instrument divisions' marketing, sales and engineering offices and manufacturing
facilities for its microwave and RF signal generator and power measurement
products are located in approximately 47,300 square feet in San Ramon,
California, which the Company occupies under a lease agreement expiring December
31, 2006.

ASCOR's marketing, sales and engineering offices and manufacturing
facilities for its switching and connecting devices are located in approximately
18,756 square feet in Fremont, California, under a lease that expires on June
30, 2006.

The DYMATIX marketing, sales and engineering offices and manufacturing
facilities for its automation equipment for the inspection of silicon wafers,
prober line and optical inspection equipment used in the manufacture and test of
semiconductor devices are located in an approximately 20,400 square foot
facility in Santa Clara, California, under a lease expiring on June 30, 2002.

Microsource's marketing, sales and engineering offices and manufacturing
facilities for its YIG tuned oscillators, filters and microwave synthesizers are
located in an approximately 49,090 square foot facility in Santa Rosa,
California, which the Company occupies under a lease expiring May 31, 2013.

The Company believes that its facilities are adequate for its business
activities.

ITEM 3. LEGAL PROCEEDINGS

As of March 31, 2001, the Company has no material pending legal
proceedings. From time to time, Giga-tronics is involved in various disputes and
litigation matters that arise in the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 2001.

Executive Officers of the Company are listed on page 10 of this Form
10-K.

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PART II

The Registrant's Annual Report to Shareholders for the year ended March
31, 2001, is filed as Exhibit 13.0 with the Form 10-K (the "2001 Annual
Report"). The information responsive to Items 5, 6, 7 and 8, which is contained
in the 2001 Annual Report, is specifically incorporated by reference in this
Form 10-K. With the exception of such information, the 2001 Annual Report is not
deemed filed as part of this report.

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Incorporated by reference from the 2001 Annual Report, see "Common Stock
Market Prices" which appears on page 30.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference from the 2001 Annual Report, see "Selected
Financial Data" which appears beginning on page 30.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Incorporated by reference from the 2001 Annual Report, see "Management's
Discussion and Analysis" which appears on pages 15 to 16.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments that expose the company to market risk are cash
and short-term investments. The investments are held in recognized financial
instruments and have limited market risk due to the short-term maturities of the
instruments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following items which appear in the 2001 Annual Report are incorporated by
reference:

Consolidated Balance Sheets.............................page 17
Consolidated Statements of Operations...................page 18
Consolidated Statements of Shareholders' Equity.........page 19
Consolidated Statements of Cash Flows...................page 20
Notes to Consolidated Financial Statements..............page 21 - 28
Independent Auditors' Report............................page 29

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

Not applicable.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors of the Company is set forth under the
heading "Election of Directors" of the Company's Proxy Statement for its 2001
Annual Meeting of Shareholders, incorporated herein by reference. This Proxy
Statement is to be filed no later than 120 days after the close of the fiscal
year ended March 31, 2001.

GIGA-TRONICS INCORPORATED
EXECUTIVE OFFICERS

Name Age Position
---- --- --------

George H. Bruns, Jr. 82 Chief Executive Officer since January, 1995,
Chairman of the Board and a Director of the
Company. He provided seed financing for the
Company in 1980 and has been a Director since
inception. Mr. Bruns is General Partner of The
Bruns Company, a private venture investment and
management consulting firm. Mr. Bruns is Director
of Testronics, Inc. of McKinney, Texas.

Mark H. Cosmez II 49 Vice President, Finance/Chief Financial Officer,
Giga-tronics since October 1997. Before joining
Giga-tronics, Mr. Cosmez was the Chief Financial
Officer for Pacific Bell Public Communications.
Prior to 1997, he was the Vice President of
Finance and Chief Financial Officer for
International Microcomputer Software Inc., a
NASDAQ-traded software company.

Claudio S. Mariotta 57 President, Giga-tronics Instrument Division since
April 2001. From December 2000 to April 2001, Mr.
Mariotta served as Vice President of Operations
for the Giga-tronics Instrument Division. Mr.
Mariotta came to Giga-tronics in August 1999 as
Vice President of Product Development of the
Giga-tronics Instrument Division. Prior to
joining Giga-tronics Mr. Mariotta was the Chief
Operating Officer and Chief Technical Officer of
SSE Telecom a provider of Satellite transceivers
worldwide.

Jeffrey T. Lum 55 President, ASCOR, Inc. since November 1987. Mr.
Lum founded ASCOR in 1987 and has been President
since inception. Before founding ASCOR, Mr. Lum
was Vice President and founder of Autek Systems
Corporation.

Daniel S. Markowitz 50 President, Dymatix, a joint venture between
Ultracision, Inc. and Viking Semiconductor
Equipment, Inc. since January 2000. Also,
President of Ultracision, Inc. and Viking
Semiconductor Equipment, Inc. since April 1999.
Assistant to the Chairman of Giga-tronics, Inc.
from September 1998 to March 1999. Vice
President, Automation Products, Ultracision, Inc.
from February 1996 to August 1998. Mr. Markowitz
was the General Manager of Mar Engineering from
September 1993 to January 1996. Mar Engineering
is a manufacturer of precision machined
components for the aerospace industry.

William E. Wilson 61 President of Microsource, Inc. since April 2001.
Mr. Wilson has been a director of the Company
since December 1998. Before joining the Company
as the President of Microsource, Inc., Mr. Wilson
was the Chairman and CEO of Microwave Technology
Incorporated of Fremont, CA, a producer of
Microwave Devices and Amplifiers with broad
application to the telecommunications and the
test and measurement industries.

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ITEM 11. EXECUTIVE COMPENSATION

Information regarding the Company's compensation of its executive officers
is set forth under the heading "Executive Compensation" of the Company's Proxy
Statement for its 2001 Annual Meeting of Shareholders, incorporated herein by
reference. This Proxy Statement is to be filed no later than 120 days after the
close of the fiscal year ended March 31, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding security ownership of certain beneficial owners and
management is set forth under the heading "Stock Ownership of Certain Beneficial
Owners and Management" of its Proxy Statement for the 2001 Annual Meeting of
Shareholders, incorporated herein by reference. This Proxy Statement is to be
filed no later than 120 days after the close of the fiscal year ended March 31,
2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

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PART IV

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

(a)(1) Financial Statements

The following financial statements and schedules are filed or incorporated
by reference as a part of this report.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

2001 Annual Report
to Shareholders
Financial Statements (Page No.)
- -------------------- ------------------

Consolidated Balance Sheets - 17
As of March 31, 2001 and
March 25, 2000

Consolidated Statements of Operations - 18
Years Ended March 31, 2001,
March 25, 2000 and March 27, 1999

Consolidated Statements of Shareholders' Equity - 19
Years Ended March 31, 2001,
March 25, 2000 and March 27, 1999

Consolidated Statements of Cash Flows - 20
Years Ended March 31, 2001,
March 25, 2000 and March 27, 1999

Notes to Consolidated Financial Statements 21 - 28

Independent Auditors' Report 29

Form 10-K
(a)(2) Schedules (Page No.)
--------- ----------

Report on Financial Statement Schedule and 15
Consent of Independent Auditors

Schedule II - Valuation and Qualifying 16
Accounts

All other schedules are not submitted because they are not applicable or
not required or because the required information is included in the financial
statements or notes thereto.

Except for those portions thereof incorporated by reference in this Form
10-K, the 2001 Annual Report and the Proxy Statement are not to be deemed filed
as part of this report.

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(a)(3) Exhibits

Reference is made to the Exhibit Index which is found on page 17 of this
Annual Report on Form 10-K.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended March 31,
2001.

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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.

GIGA-TRONICS INCORPORATED

By /s/ GEORGE H. BRUNS, JR.
--------------------------------
George H. Bruns, Jr.
Chairman of the Board and
Chief Executive Officer

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

/s/ GEORGE H. BRUNS, JR. Chairman of the Board 5/18/01
- ----------------------------- and Chief Executive Officer -------------
George H. Bruns, Jr. (Principal Executive Officer) (Date)

/s/ MARK H. COSMEZ II Vice President, Finance, Chief 5/18/01
- ----------------------------- Financial Officer and Secretary -------------
Mark H. Cosmez II (Principal Accounting Officer) (Date)

/s/ JAMES A. COLE Director 5/18/01
- ----------------------------- -------------
James A. Cole (Date)

/s/ ROBERT C. WILSON Director 5/18/01
- ----------------------------- -------------
Robert C. Wilson (Date)

/s/ WILLIAM E. WILSON Director 5/18/01
- ----------------------------- -------------
William E. Wilson (Date)

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Exhibit 23.0

REPORT ON FINANCIAL STATEMENT SCHEDULE AND CONSENT OF
INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Giga-tronics Incorporated

The audits referred to in our report dated May 4, 2001, included the
related financial statement schedule for the years ended March 31, 2001, March
25, 2000, and March 27, 1999, included herein. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

We consent to incorporation by reference in the registration statements
(Nos. 333-45476, 333-34719, 333-39403, and 333-48889) on Form S-8 and (No.
333-50091) on Form S-3 of Giga-tronics Incorporated of our reports included
herein and incorporated herein by reference.

/s/ KPMG LLP
------------------------------------
KPMG LLP

Mountain View, California
May 17, 2001

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SCHEDULE II

Column A Column B Column C Column D Column E

- -----------------------------------------------------------------------------------------------
Balance at Charged to Balance
Beginning of Cost and Deductions at End
Description Period Expenses (Recoveries) of Period
- -----------------------------------------------------------------------------------------------
$ $ $ $

Year ended March 31, 2001

Allowances deducted from assets:

Accounts receivable:
For allowance for doubtful accounts(1) 253,890 13,589 5,703 261,776

Total 253,890 13,589 5,703 261,776
=================================================

Year ended March 25, 2000

Accounts receivable:
For allowance for doubtful accounts(1) 434,613 36,624 217,347 253,890

Total 434,613 36,624 217,347 253,890
=================================================

Year ended March 27, 1999

Accounts receivable:
For allowance for doubtful accounts(1) 292,644 152,581 10,612 434,613

Total 292,644 152,581 10,612 434,613
=================================================

(1) Allowance for accounts receivable collection exposure.

16
17

GIGA-TRONICS INCORPORATED
INDEX TO EXHIBITS

3.1 Articles of Incorporation of the Registrant, as amended, previously
filed as Exhibit 3.1 to Form 10-K for the fiscal year ended March 27,
1999 and incorporated herein by reference.

3.2 By-laws of Registrant, as amended, previously filed as Exhibit 3.2 to
Form 10-K for the fiscal year ended March 28, 1998, and incorporated
herein by reference.

4.1 Rights Agreement dated as of November 6, 1998 between Giga-tronics
Incorporated and ChaseMellon Shareholder Services LLC, as previously
filed on November 9, 1998 as Exhibit 4.1 to Form 8-K and incorporated
herein by reference.

10.1 1990 Restated Stock Option Plan and form of Incentive Stock Option
Agreement, previously filed on November 3, 1997 as Exhibit 99.1 to
Form S-8 (33-39403) and incorporated herein by reference.**

10.2 Standard form Indemnification Agreement for Directors and Officers,
previously filed on June 21, 1999, as Exhibit 10.2 to Form 10-K for
the fiscal year ended March 27, 1999 and incorporated herein by
reference.**

10.3 Lease between Giga-tronics Incorporated and Calfront Associates for
4650 Norris Canyon Road, San Ramon, CA, dated December 6, 1993,
previously filed as Exhibit 10.12 to Form 10-K for the fiscal year
ended March 26, 1994 and incorporated herein by reference.

10.4 Employee Stock Purchase Plan, previously filed on August 29, 1997, as
Exhibit 99.1 to Form S-8 (33-34719), and incorporated herein by
reference.

10.5 Ultracision, Inc. 1986 Stock Option Plan, filed on March 30, 1998 as
Exhibit 99.1 to Form S-8 (33-48889), incorporated herein by
reference.**

10.6 Ultracision, Inc. 1987 Stock Option Plan, filed on March 30, 1998 as
Exhibit 99.2 to Form S-8 (33-48889), incorporated herein by
reference.**

10.7 Form of Incentive Stock Option Agreements for Ultracision Inc., as
Amended by the Assumed Option Agreement, as previously filed on March
30, 1998 as Exhibit 99.3 to Form S-8 (33-48889) and incorporated
herein by reference.**

10.8 2000 Stock Option Plan and form of Incentive Stock Option Agreement,
previously filed on September 8, 2000 as Exhibit 99.1 to Form S-8
(33-45476) and incorporated herein by reference.**

13.0* 2001 Annual Report to Shareholders.

23.0* Report on Financial Statement Schedule and Consent of Independent
Auditors. (See page 15 of this Annual Report on Form 10-K.)

*Attached as exhibits to this Form 10-K.

** Management contract or compensatory plan or arrangement.