SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A

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

For the 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 0-21917
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POINT.360
(Exact name of registrant as specified in its charter)

California 95-4272619
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

7083 Hollywood Boulevard, Suite 200, Hollywood, CA 90028
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (323) 957-7990

Securities registered pursuant to Section 12(b) of the Act
None

Securities registered pursuant to Section 12(g) of the Act
Common Stock, no par value.
-----------

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. ___

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $13,797,000 on March 14, 2002 based upon the
closing price of such stock on that date. As of March 14, 2002, there were
8,992,806 shares of Common Stock outstanding.

EXPLANATORY NOTE

The purpose of this amendment is to include the information required by Part III
of Form 10-K, which was omitted from the Company's Form 10-K as originally filed
on April 16, 2002.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS AND DIRECTORS

The directors and executive officers of the Company are as follows:

Name Age Position

R. Luke Stefanko 41 President and Chief Executive Officer

Haig S. Bagerdjian 45 Chairman of the Board of Directors

Alan R. Steel 57 Executive Vice President, Finance and
Administration, Chief Financial Officer
and Secretary

Neil Nguyen 28 President, Multimedia Group

Matthew Graczyk 34 Vice President, Chief Strategy Officer

Robert A. Baker 63 Director

Greggory J. Hutchins 41 Director

Robert M. Loeffler 78 Director

R. LUKE STEFANKO has been Chief Executive Officer and a director since he
co-founded the Company in 1990. Mr. Stefanko served as Chairman of the Board
from May 1996 to September 2001 and was President of the Company from April 1996
to April 1999. Mr. Stefanko again became President in 2000. Mr. Stefanko has
more than 19 years of experience in the videotape duplication and distribution
industry, including serving as a director and Vice President/ Operations of
A.M.E., Inc. ("AME"), a video duplication company, from 1979 to January 4, 1990.

HAIG S. BAGERDJIAN became Chairman of the Board of the Company in September
2001. He has been the Executive Vice President of Syncor International
Corporation, a leading provider of radiopharmaceuticals, comprehensive nuclear
pharmacy services and medical imaging services, since 1991. From 1987 to 1991,
he served in several executive level positions at Calmark Holding Corporation.
He also was General Counsel for American Adventure, Inc., which was a subsidiary
of Calmark Holding. Mr. Bagerdjian received a J.D. from Harvard Law School and
is admitted to the State Bar of California. Mr Bagerjian is a director of
Innodata Corporation.

ALAN R. STEEL became Executive Vice President, Finance and Administration in
November 2000. From 1994 to 2000, Mr. Steel was Vice President, Finance and
Chief Financial Officer of Advanced Machine Vision Corporation, a Nasdaq listed
company involved in research, development, manufacturing and sales of
sophisticated vision sorting and defect removal equipment for food, paper,
tobacco and other markets. From 1983 to 1994, Mr. Steel was Vice President and
Chief Financial Officer of DDL Electronics, Inc., a New York Stock Exchange
listed company in the electronics industry. Mr. Steel served as controller of
DDL from 1980-1983. Mr. Steel was previously a financial manager for Atlantic
Richfield Company and a certified public accountant with Arthur Andersen & Co.

NEIL NGUYEN has been President, Multimedia Group, since January 2000. He was
previously Vice President, Business Development and Manager, Business
Development of the Company since 1999. He was Operations and Project Manager and
New Media Operations Manager of Energy Films, a unit of Getty Images from 1997
to 1998. He was Vice President, Investments at Merrill Lynch in 1996.

MATTHEW GRACZYK became Vice President and Chief Strategy Officer in April 2001.
Mr. Graczyk was formerly General Manager of Operations at Hitplay Media, a
company that enabled advertisers to insert targeted video ads into on-line video
(from January to April 2001); founder, CEO and President of Zubicon from April
1999 to January 2001, a provider of a suite of on-line applications integrating
business processes; general manager of U.S. Interactive (from January 1997 to
April 1999), an internet services firm specializing in e-commerce; and sales
manager of Pilot Network Service (from March 1995 to January 1997), an internet
security company. Mr. Graczyk was previously a founder of a computer-based
speech recognition firm and senior associate with Coopers & Lybrand/Simpson &
Company in its litigation services practice.

ROBERT A. BAKER is the President and Chief Executive Officer of RAB Associates,
a Los Angeles, California-based firm specializing in financial reorganizations,
crisis management and equity receiverships, which he joined in 1974. Prior to
joining RAB Associates, Mr. Baker was the President and CEO of American
Management Company, a management consulting firm specializing in computer system
design and programming. Mr. Baker currently serves as a director of Western
Water Company, a public company engaged in the ownership of water rights and the
transmission of water.

ROBERT M. LOEFFLER is a retired business attorney. Mr. Loeffler was a director
of Paine Webber Group, Inc. from 1987 to 2000 and a director of Advanced Machine
Vision Corporation from 1997 to 2000. Mr. Loeffler was Of Counsel at the law
firm of Wyman Bautzer, Kuchel & Silbert, from 1987 to 1991. Prior to that, Mr.
Loeffler served as Chairman of the Board, President and Chief Executive Officer
of Northview Corporation, a company that is engaged in hotel and real estate
matters, from January to December 1987. Mr. Loeffler was a partner at the Los
Angeles offices of Jones, Day, Reavis & Pogue, from February 1977 until 1987,
and the appointed Trustee for Equity Funding Corporation of America, from April
1973 until October 1976.

GREGGORY J. HUTCHINS is a tax partner at Holthouse Carlin & Van Trigt, LLP, a
public accounting firm. Prior to joining Holthouse Carlin & Van Trigt in January
1993, Mr. Hutchins served as Senior Tax Manager for KMPG Peat Marwick, managing
corporate and high net worth individual clients from August 1984 until December
1992.

Each executive officer serves in office at the discretion of the Board of
Directors, subject to the terms of any employment agreement that may be entered
into with such officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934 and rules promulgated
thereunder, the Company's directors, executive officers, and any person holding
beneficially more than 10% of the Company's common stock are required to report
their ownership of the Company's securities and any changes in that ownership to
the Securities and Exchange Commission and to file copies of the reports with
the Company. Specific due dates for these reports have been established, and the
Company is required to report any failures to file by these dates during the
last fiscal year. Mr. Baker delinquently filed one Section 16(a) report within
the most recently completed fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation for the Chief Executive Officer
("CEO") and each executive officer who received over $100,000 in cash
compensation for the fiscal year ended December 31, 2001:

Annual Compensation

Long-Term
Compensation
Awards -
Securities All Other
Name and Principal Position Year Salary Bonus Underlying Options - # Compensation (2)
- --------------------------- ---- ------ ----- ---------------------- ------------

R. Luke Stefanko, 2001 $280,000 - 64,100 $2,000
President and 2000 273,000 - 200,000 -
Chief Executive Officer 1999 273,000 - 179,000 2,000

Alan R. Steel 2001 $183,000 - 33,300 $2,000
Executive Vice President, 2000 24,000 (1) - 250,000 -
Finance and Administration,
Chief Financial Officer,
and Secretary

Neil Nguyen 2001 $170,000 - 115,600 $2,000
President, Multimedia Group 2000 66,000 - 15,000 2,000
1999 16,000 (1) - - -

Larry Hester (3) 2001 $180,000 - 151,500 -
President, Post Production Group 2000 28,000 (1) - - -

Matthew Graczyk 2001 $106,000 (1) - 152,100 -
Vice President and
Chief Strategy Officer

(1) Salaries are from the dates the respective individuals joined the
Company.

(2) Annual contributions made to the Company's 401(k) plan for the benefit
of the named executive officer.

(3) Mr. Hester's employment terminated on January 24, 2002.

EMPLOYMENT AGREEMENTS

Effective June 7, 2001, the Company entered into employment agreements with
Messrs. Stefanko, Steel and Nguyen providing for annual salaries of $285,000,
$190,000 and $175,000 respectively. Mr. Stefanko is President and Chief
Executive Officer of the Company, Mr. Steel is the Executive Vice President,
Finance and Administration of the Company, and Mr. Nguyen is the President,
Multimedia Group of the Company. The employment agreements provide that if the
Executive is terminated by the Company at any time other than for cause
(including constructive termination), he is entitled to severance equal to
salary and fringe benefits for 24 months for Mr. Stefanko and 18 months for
Messrs. Steel and Nguyen. Additionally, the Company provides each executive with
a car and pays certain health insurance premiums for the Executives.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Restated Articles of Incorporation limit the liability of its
directors. As permitted by amendments to the California General Corporation Law
enacted in 1987, directors will not be liable to the Company for monetary
damages arising from a breach of their fiduciary duty as directors in certain
circumstances. Such limitation does not affect liability for any breach of a
director's duty to the Company or its shareholders (i) with respect to approval
by the director of any transaction from which he derives an improper personal
benefit (ii) with respect to acts or omissions involving an absence of good
faith, that he believes to be contrary to the best interest of the Company or
its shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern or inattention that

amounts to an abdication of his duty to the Company or its shareholders, or that
show a reckless disregard for his duty to the Company or its shareholders in
circumstances in which he was, or should have been aware, in the ordinary course
of performing his duties, of a risk of serious injury to the Company or its
shareholders, or (iii) based on transactions between the Company and its
directors or another corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of the California
General Corporation Law. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission. The
Company has been informed that in the opinion of the Securities and Exchange
Commission, indemnification provisions, such as those contained in the Company's
Restated Articles of Incorporation, are unenforceable with respect to claims
arising under federal securities laws and, therefore, do not eliminate monetary
liability of directors.

STOCK OPTIONS GRANTED IN THE LAST FISCAL YEAR

The following table sets forth information with respect to non-qualified stock
options granted at or above fair market value to the executive officers named in
the Summary Compensation Table during the year ended December 31, 2001. No stock
appreciation rights have been granted by the Company.

Individual Grants
-----------------
Percent of Potential Realizable Value
Total at Assumed Annual Rates of
Number of Options Stock Price Appreciation for
Securities Granted to Option Term (4)
Underlying Employees in Exercise Price Expiration
Options Granted(3) Fiscal Year ($/Share) Date 5% 10%
--------------- ------------ -------------- ---------- -------- --------
Name and Relationship

R. Luke Stefanko, 64,100 (1) 6.1% $ 1.40 8/23/06 $ 25,000 $ 55,000

President and
Chief Executive Officer
Alan R. Steel 33,300 (1) 3.0% $ 1.40 8/23/06 $ 13,000 $ 28,000
Executive Vice President,
Finance and Administration,
Chief Financial Officer
And Secretary

Neil Nguyen 85,000 (2) 10.3% $ 2.38 3/12/11 $182,000 $391,000
President, 30,600 (1) $ 1.40 8/23/06
Multimedia Group

Larry Hester 120,000 (2) 13.4% $ 3.48 4/18/11 $319,000 $737,000
President, 31,500 (1) $ 1.40 8/23/06
Post Production Group

Matthew Graczyk 125,000 (2) 13.5% $ 1.20 4/18/11 $143,000 $300,000
Vice President and 27,000 (1) $ 1.40 8/23/06
Chief Strategy Officer

(1) Options will become exercisable on 8/23/04.

(2) Options will become exercisable on the earlier of (1) the fifth
anniversary date of the grant (100% vesting), or (2) the date the
Company's common stock trades for 10 consecutive trading days over any
20 day period (the "Price") for $8.50, 50% shall be vested; on the date
the Price is $11.00, 100% shall be vested.

(3) Vesting may be accelerated at the discretion of the plan administrator
(currently the Board of Directors) upon liquidation or dissolution of
the Company, a merger or consolidation of the Company with or into
another entity, the sale of substantially all the assets of the Company,
or a purchase or other acquisition of more than 50% of the outstanding
capital stock of the Company.

(4) The potential realizable value shown in this table represents the
hypothetical gain that might be realized based on assumed 5% and 10%
annual compound rates of stock price appreciation over the full option
term. These prescribed rates are not intended to forecast possible
future appreciation of the common stock.

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

There were no options exercised by the executive officers named in the Summary
Compensation Table during 2001. The following table sets forth information
concerning options held by each of the Company's executive officers who are
named in the Summary Compensation Table, and the value of options held at
December 31, 2001.

Number of Shares
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 2001 December 31, 2001(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------

R. Luke Stefanko 234,000 / 200,000 $0 / $0
Alan R. Steel 0 / 283,300 $0 / $0
Neil Nguyen 0 / 130,600 $0 / $0
Larry Hester 0 / 151,500 $0 / $0
Matthew Graczyk 0 / 152,100 $0 / $18,750

(1) Amounts are shown as the difference between exercise price and fair
market value (based on a December 31, 2001 closing price of $1.35 per
share).

1996 AND 2000 STOCK OPTION PLANS

The Company has adopted two stock options plans, the 1996 Stock Incentive Plan
(the "1996 Plan"), and the 2000 Nonqualified Stock Option Plan (the "2000 Plan")
(collectively the "Plans"), covering 900,000 and 2,000,000 shares, respectively,
of Common Stock, pursuant to which officers, non-employee directors and
employees of the Company, as well as other persons who render services to or are
otherwise associated with the Company, are eligible to receive incentive and/or
nonqualified stock options. In July 1999, the Company's shareholders approved an
amendment to the 1996 Plan increasing the number of shares reserved for grant to
2,000,000 and providing for automatic increases of 300,000 shares on each August
1 thereafter to a maximum of 4,000,000 shares.

The terms of the Plans are substantially the same, except that grants of
incentive stock options, stock appreciation rights and restricted stock are not
permitted under the 2000 Plan. The 1996 Plan expires in May 2006. The 2000 Plan
expires in December 2010. The Plans are administered by the Board of Directors.
The selection of participants, allotments of shares, determination of price and
other conditions or purchase of options will be determined by the Board or a
Stock Option Committee appointed by the Board at its sole discretion in order to
attract and retain persons instrumental to the success of the Company. Incentive
stock options granted under the 1996 Plan are exercisable for a period of up to
ten years from the date of grant at an exercise price which is not less than the
fair market value of the Common Stock on the date of the grant, except that the
term of an incentive stock option granted under the 1996 Plan to a shareholder
owning more than 10% of the voting power of the Company on the date of grant may
not exceed five years and its exercise price may not be less than 110% of the
fair market value of the Common Stock on the date of the grant. Non-qualified
options granted under the Plans may be granted at less than the fair market
value of the Common Stock on the date of grant.

As of December 31, 2001, options to purchase 893,000 shares of Common Stock were
available for future grant under the Plans.

COMPENSATION OF DIRECTORS

Each director who is not an employee of the Company is paid a fee of $1,000 for
each meeting of the Board attended and an annual fully-vested stock option grant
to purchase 5,000 shares at an exercise price equal to the fair market value on
the date of grant. Members of the Board who are not employees of the Company
receive options to purchase 15,000 shares of Common Stock upon their initial
election to the Board. These options vest in 33% increments over the three-year
period following the date of grant, with certain exceptions. Directors are also
reimbursed for travel and other reasonable expenses relating to meetings of the
Board.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of February 28, 2002, by (i) each person who is
known by the Company to own beneficially more than 5% of outstanding Common
Stock; (ii) each of Point.360's directors and director nominees; (iii) each
executive officer identified in the Summary Compensation Table; and (iv) all
executive officers and directors of the Company as a group:

Shares Acquirable Approximate
Shares Pursuant to Percent of
Name and Address(1) Owned Stock Options(2) Total Ownership
- ---------------- ----- ------------- ----- ---------

R. Luke Stefanko 1,467,166 234,000 1,734,166 18%
Julia Stefanko 2,267,168 - 2,267,168 25%
Robert A. Baker - 10,000 10,000 *
Haig S. Bagerdjian 407,050 210,000 617,050 7%
Greggory J. Hutchins 10,000 10,000 20,000 *
Robert M. Loeffler - 10,000 10,000 *
Alan R. Steel 19,000 - 19,000 *
Neil Nguyen 5,100 1,500 6,600 *
Matthew Graczyk 4,500 31,250 35,750 *

All directors and
executive officers
as a group 1,912,816 506,750 2,419,566 25%

* Less than 1%

(1) The address of each beneficial owner listed is 7083 Hollywood Blvd.,
Suite 200, Hollywood, CA 90028.

(2) Represents shares acquirable as of February 28, 2002 and 60 days
thereafter.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN TRANSACTIONS

During 2000, the Company loaned Mr. Stefanko a total of $850,000. The related
note bears interest at 3%, is due on December 31, 2002 and is secured by a Deed
of Trust covering certain real property in Malibu, CA. The balance of principal
and interest due as of December 31, 2001 was $766,000.

In December 2000 the Company purchased from Mr. Stefanko 96,000 shares of Common
Stock for $300,000 ($3.13 per share) pursuant to the Company's stock repurchase
program. In March 2001, the Company purchased 116,666 shares from Mr. Stefanko
for $300,000 ($2.57 per share) under the same program.

During the year, the Company rented certain equipment from a company partially
owned by Kim Stefanko, wife of Mr. Stefanko. During 2001, the Company paid
rentals of $59,000 for equipment rental, 50% in cash and the remainder in the
form of a reduction in Mr. Stefanko's note to the Company. The Board of
Directors also authorized the Company to purchase the equipment from the rental
company at fair market value with the purchase price ($68,000) being paid in the
form of a reduction in Mr. Stefanko's note.

During 2001, the Company paid Mrs. Stefanko consulting fees of $10,000 per month
for nine months pursuant to an arrangement made when the Company purchased
Woodholly Productions, an entity partially owned by Mrs. Stefanko, in 1997. On
October 1, 2001, the Company entered into a severance agreement with Mrs.
Stefanko which provided for a payment of $30,000 in exchange for a 12-month
agreement not to compete, 50% of which was paid in cash and 50% offset against
Mr. Stefanko's note.

During the year ended December 31, 2001, the Company paid $98,000 to Holthouse
Carlin & Van Trigt LLP ("HCV") for preparation of tax returns and other tax
related services. Mr. Hutchins is a partner in HCV.

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.

Dated: April 9, 2002

Point.360

By: /s/ Alan R. Steel
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Alan R. Steel
Executive Vice President,
Finance and Administration,
Chief Financial Officer