<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>form10-ka_v3.txt
<DESCRIPTION>VALENCE 10-K/A
<TEXT>
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

     [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

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                         Commission file number 0-20028

                            VALENCE TECHNOLOGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                          77-0214673
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                        Identification Number)

        301 CONESTOGA WAY                                        89015
        HENDERSON, NEVADA                                      (Zip Code)
(Address of Principal Executive Offices)

                                 (702) 558-1000
              (Registrant's Telephone Number, Including Area Code)

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

TITLE OF EACH CLASS                                       NAME OF EACH EXCHANGE
-------------------                                        ON WHICH REGISTERED
       None                                               ---------------------
                                                                  None

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:
----------------------------------------------------
Common Stock, $.001 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 Registrant's voting stock held by
non-affiliates on June 21, 2001 was $182,990,942.* As of June 21, 2001, there
were 45,535,439 shares of common stock outstanding.

*Excludes approximately 18,304,644 shares of common stock held by directors,
officers and holders of 5% or more of the Registrant's outstanding Common Stock
at June 21, 2001. Exclusion of shares held by any person should not be construed
to indicate that such person possesses the power, direct or indirect, to direct
or cause the direction of the management or policies of the Registrant, or that
such person is controlled by or under common control with the Registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information with respect to the
directors and executive officers of Valence Technology, Inc. (the "Company") as
of July 20, 2001:

<TABLE>
<CAPTION>

NAME                                    AGE               POSITION HELD WITH THE COMPANY
----------------------------------      ---      ------------------------------------------------
<S>                                     <C>      <C>
Stephan B. Godevais ..............       39      President, Chief Executive Officer, and Director

Lev M. Dawson ....................       62      Chairman of the Board and Director

Carl E. Berg (1)(2) ..............       64      Director

Bert C. Roberts, Jr. (1) .........       58      Director

Alan F. Shugart (1)(2) ...........       70      Director

Michael W. Mahan .................       43      Senior Vice President, Marketing and Licensing

Joseph F. Lamoreux ...............       39      Vice President, Systems Engineering

George W. Adamson ................       34      Vice President, Research and Development
<FN>
---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
</FN>
</TABLE>

Mr. Godevais joined the Company in May 2001 as Chief Executive Officer,
President and a Director. From December 1997 to April 2001, Mr. Godevais served
as a Vice President at Dell Computer Corporation, where he led Dell's desktop
and notebook product lines for consumers and small businesses. From December
1994 to November 1997, Mr. Godevais served in several positions, including
General Manager and Vice President, at Digital Equipment Corporation. Prior to
working at Digital Equipment Corporation, Mr. Godevais also spent ten years at
Hewlett-Packard Company where he held positions in marketing for various product
and field organizations. Mr. Godevais holds a business management degree from
the Institut d'Etudes Politiques de Paris.

Mr. Dawson rejoined the Company in December 1997 as Chairman of the Board, Chief
Executive Officer and President. Since the end of the fiscal year, Mr. Dawson
has resigned as Chief Executive Officer and President. Mr. Dawson, a founder of
the Company, served as Chairman of the Board and Chief Executive Officer from
its founding in March 1989 until April 1993. Mr. Dawson also served as President
from March 1989 until June 1991. From May 1993 to December 1997, Mr. Dawson was
involved in private family companies. From January 1988 to March 1989, Mr.
Dawson devoted significant time to the organization of the Company. From May
1978 through January 1988, Mr. Dawson was President, Chairman, and Chief
Executive Officer of Robinton Products, Inc., a company which manufactured
solid-state meters and data retrieval systems for the electric utility industry.
Mr. Dawson holds a B.S.E.E. degree in Electrical Engineering from the University
of Southwestern Louisiana.

Mr. Berg helped found the Company and has served on the Board of Directors since
September 1991. For more than five years, Mr. Berg has been a major Silicon
Valley industrial real estate developer and a private venture capital investor.
Mr. Berg also serves as a director of Integrated Device Technology, Inc.,
Videonics, Inc., and Systems Integrated Research. Mr. Berg holds a B.A. in
Business Administration from the University of New Mexico.


                                     Page 2
<PAGE>


Mr. Roberts rejoined the Company as a director in November 1998. Mr. Roberts is
Chairman of Worldcom, Inc., a communications company. He was named Chairman and
Chief Executive Officer of MCI in 1992, after serving as President and Chief
Operating Officer since 1985. Additionally, Mr. Roberts serves on the boards of
News Corporation, Ltd., Johns Hopkins University, CaPCURE, and Championship Auto
Racing Teams, Inc. Mr. Roberts holds a B.S. in Engineering from Johns Hopkins
University.

Mr. Shugart joined the Company as a director in March 1992. Mr. Shugart was the
Chief Executive Officer and a director of Seagate Technology, Inc. since its
inception in 1979 until July 1998. Mr. Shugart also served as Seagate's
President from 1979 to 1983 and from September 1991 to July 1998. Additionally,
Mr. Shugart served as Chairman of the Board of Seagate from 1979 until September
1991, and from October 1992 to July 1998. Mr. Shugart currently serves as a
director of Sandisk Corporation, Inktomi Corporation and Cypress Semiconductor
Corporation. Mr. Shugart holds a B.S. in Engineering - Physics from the
University of Redlands.

Mr. Mahan joined the Company in May 2000 as Vice President, Marketing and
Sales and became Senior Vice President, Marketing and Licensing in December
2000. Mr. Mahan was Vice President of Marketing and Sales of PolyStor
Corporation, a lithium cell manufacturer, from March 1999 to April 2000 and was
Vice President of Rosslare America Inc., a rechargeable battery manufacturer,
from October 1995 to March 1999. Mr. Mahan holds a B.A. in Pre-Law and Liberal
Arts from Saint Mary's College.

Mr. Lamoreux joined the Company in July 2001 as Vice President, Systems
Engineering. From May 1997 to May 2001, Mr. Lamoreux worked at Dell Computer
Corporation, where he held several positions, including Director of Notebook
Supply Chain Management, Director of Notebook Engineering and Director of
Engineering, Inspiron (a line of notebook computers). From May 1997 to January
1999, Mr. Lamoreux served as Director of the Portable PC Division at Compaq
Computer Corporation. Mr. Lamoreux holds a B.S. in mechanical engineering
from North Carolina State University.

Dr. Adamson was appointed Vice President, Research and Development in January
2000. He joined Valence in 1996 and has held positions as a research scientist,
project manager, and Director of Product Development. From 1994 to 1996, he was
a research scientist with Zinc Air Power. Dr. Adamson has authored various
technical publications and has several patents pending in the area of battery
components. Dr. Adamson holds a Ph.D. in physical chemistry from Massachusetts
Institute of Technology.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"SEC"). Executive officers, directors and greater-than-ten percent stockholders
are required by SEC regulations to furnish the Company with all Section 16(a)
forms they file. Based solely on its review of the copies of the forms received
by it and written representations from certain reporting persons that they have
complied with the relevant filing requirements, the Company believes that,
during the year ended March 31, 2001, all the Company's executive officers,
directors and greater-than-ten percent stockholders complied with all Section 16
filing requirements.


                                     Page 3
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

The Company's non-employee directors receive no cash compensation, but are
eligible for reimbursement for their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy. Directors who
are employees of the Company do not receive separate compensation for their
services as directors, but are eligible to receive stock options under the
Company's 2000 Stock Incentive Plan.

Each non-employee director of the Company receives stock option grants pursuant
to the 1996 Non-Employee Directors' Stock Option Plan (the "DIRECTORS' PLAN").
Only non-employee directors of the Company or an affiliate of such directors (as
defined in the Internal Revenue Code) are eligible to receive options under the
Directors' Plan. The plan provides that new directors will receive initial stock
options to purchase 100,000 shares of common stock upon election to the Board.
The per share exercise price for these initial options will be the fair market
value of a share of our common stock on the day the options are granted. These
initial options will vest one-fifth on the first and second anniversaries of the
grant of the options, and quarterly over the next three years. On each
anniversary of the director's election to the Board, the director will receive
annual stock options to purchase 100,000 shares less the total amount of
unvested shares remaining in the initial options and any annual options
previously granted. The per share exercise price for the new options will be the
fair market value of our common stock on the day the options are granted. These
annual options will vest quarterly over a three year period. A director who had
been granted options prior to the adoption of the Directors' Plan will start
receiving annual grants on the anniversary date of that director's prior grant.
A director who had not received options upon becoming a director received
initial stock options to purchase 100,000 shares on the date of the adoption of
the Directors' Plan, and thereafter receives annual option grants on the
anniversary dates of that grant. As of June 30, 2001, no options had been
exercised under the Directors' Plan.

COMPENSATION OF EXECUTIVES

The following table shows, as to the Chief Executive Officer and as to each of
the other executive officers whose compensation exceeded $100,000 during the
last fiscal year (the "Named Executive Officers"), information concerning all
compensation paid for services to the Company in all capacities for each of the
three fiscal years ended March 31, 2001, March 31, 2000, and March 28, 1999:


                                     Page 4
<PAGE>


<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                                             LONG-TERM
                                                       ANNUAL                              COMPENSATION
                                                    COMPENSATION           OTHER              AWARDS         ALL OTHER
                                      FISCAL    --------------------       ANNUAL          -------------    COMPENSATION
  NAME AND PRINCIPAL POSITION          YEAR     SALARY($)   BONUS($)    COMPENSATION($)     OPTIONS (#)         ($)
-----------------------------------   -------   ---------  ---------    ---------------    -------------    ------------
<S>                                   <C>       <C>        <C>          <C>                <C>              <C>
Lev M. Dawson......................    2001       282,020      -               -                119,952          -
Chairman of the Board, Chief           2000       293,240      -               -                384,270          -
Executive Officer and President(1)     1999       274,208      -               -                   -             -

Roy A. Wright......................    2001       181,739    50,000            -                   -             -
Senior Vice President,                 2000       260,871      -               -                150,000          -
Business & Corp. Development (2)       1999        28,846      -               -                275,000          -

Jay L. King........................    2001       161,936      -               -                                 -
Vice President and Chief Financial     2000       152,370      -               -                 50,000          -
Officer (3)                            1999       -            -               -                200,000          -

Michael W. Mahan...................    2001       150,087      -               -                200,000          -
Senior Vice President, Marketing       2000       -            -               -                   -             -
and Licensing                          1999       -            -               -                   -             -
<FN>
---------------
(1)  Mr. Dawson resigned from his positions as Chief Executive Officer and
     President following the end of the fiscal year.

(2)  Mr. Wright resigned from his positions with the Company effective June 29,
     2001.

(3)  Mr. King resigned from his positions with the Company effective July 16,
     2001.
</FN>
</TABLE>

Effective May 2, 2001, Stephan Godevais joined the Company as Chief Executive
Officer and President at a salary of $500,000 per year. Under his employment
agreement, Mr. Godevais was granted stock options to purchase an aggregate of
1,500,000 shares of the Company's common stock at an exercise price of $6.52 per
share, subject to a four year vesting schedule.

STOCK OPTION GRANTS AND EXERCISES

The following table shows for the fiscal year ended March 31, 2001, certain
information regarding options granted to, exercised by, and held at year-end by
the Named Executive Officers:


                                     Page 5
<PAGE>


<TABLE>
<CAPTION>
                                  OPTION GRANTS IN LAST FISCAL YEAR

                                                INDIVIDUAL GRANTS                         POTENTIAL REALIZABLE VALUE
                          -----------------------------------------------------------      AT ASSUMED ANNUAL RATES
                                           PERCENT OF TOTAL                               OF STOCK PRICE APPRECIATION
                                           OPTIONS GRANTED      EXERCISE                       FOR OPTION TERM (2)
                           OPTIONS         TO EMPLOYEES IN       PRICE     EXPIRATION   ------------------------------
          NAME            GRAMTED (#)      FISCAL YEAR (1)       ($/SH)      DATE          5% ($)            10% ($)
-----------------------   -----------      ----------------    ---------   ----------   -----------       ------------
<S>                       <C>              <C>                 <C>         <C>          <C>               <C>
Lev M. Dawson     (3)       36,099             2.67%              23.56    04/01/2010      534,927          1,355,610
                            26,274             1.94%              18.44    07/01/2010      304,653            772,052
                            27,917             2.07%              17.25    10/01/2010      302,856            767,496
                            29,662             2.20%               9.31    01/01/2011      173,718            440,235

Roy A. Wright (4)             --                --                  --         --            --                 --

Jay L. King(5)                --                --                  --         --            --                 --

Michael W. Mahan(6)        150,000            11.10%              15.25    04/26/2010    1,438,596          3,645,686
                            50,000             3.70%              15.19    11/20/2010      477,567          1,210,248
<FN>
---------------
(1)  Based on an aggregate of 1,351,156 options granted to employees in fiscal
     year 2001.

(2)  The potential realizable value is calculated based on the term of the
     option at its time of grant, 10 years, compounded annually. It is
     calculated by assuming that the stock price on the date of grant
     appreciates at the indicated annual rate, compounded annually for the
     entire term of the option and that the option is exercised and sold on the
     last day of its term for the appreciated stock price. No gain to the
     optionee is possible unless the stock price increases over the option term,
     which will benefit all stockholders.

(3)  These options vest over 4 years, with 1/16 of the shares vesting each
     quarter.

(4)  Mr. Wright resigned from his positions with the Company effective June 29,
     2001.

(5)  Mr. King resigned from his positions with the Company effective July 16,
     2001.

(6)  The options to purchase 150,000 shares of our common stock vest over 4
     years, with 1/4 of the shares vesting on the first anniversary of the date
     of the grant and the balance vesting quarterly over the next three years.
     The options to purchase 50,000 shares of common stock vest over 3 years,
     with 1/12 of the shares vesting each quarter.
</FN>
</TABLE>

The following table shows (i) the number of shares acquired and value realized
from option exercises by each of the Named Executive Officers during the fiscal
year ended March 31, 2001 and (ii) the number and value of the unexercised
options held by each of the Named Executive Officers on March 31, 2001:


                                     Page 6
<PAGE>


<TABLE>
<CAPTION>
                         AGGREGATED OPTION EXERCISES IN
                   LAST FISCAL YEAR, AND FY-END OPTION VALUES

                                                                   NUMBER OF             VALUE OF UNEXERCISED
                              SHARES                          UNEXERCISED OPTIONS        IN-THE-MONEY OPTIONS
                            ACQUIRED ON      VALUE               AT FY-END (#)             AT FY-END ($) (1)
                             EXERCISE      REALIZED     ----------------------------   ---------------------------
Name                            (#)          ($)        EXERCISABLE    UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
-------------------------   -----------    --------     -----------    -------------   -----------   -------------
<S>                         <C>            <C>          <C>            <C>             <C>           <C>
Lev M. Dawson(2).........        0             0          207,745         335,983           --             --
Roy A. Wright (3)........     12,500        71,344        212,500         200,000         11,719         14,063
Jay L. King (4)..........        0             0          125,002         124,998          4,688          4,687
Michael W. Mahan.........        0             0            4,167         195,833           --             --
<FN>
-------------
(1)  Based on the fair market value of the Company's Common Stock as of March
     31, 2001 ($4.5625) less the exercise price of the options multiplied by the
     number of shares underlying the option.

(2)  Mr. Dawson resigned from his positions as Chief Executive Officer and
     President following the end of the fiscal year.

(2)  Mr. Wright resigned from his positions with the Company effective June 29,
     2001.

(3)  Mr. King resigned from his positions with the Company effective July 16,
     2001.
</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

Effective January 1 1998, the Company entered into an employment arrangement
with Lev M. Dawson pursuant to which the Company retained Mr. Dawson as its
Chairman of the Board, Chief Executive Officer and President at an annual salary
of $280,000. The Company granted Mr. Dawson an option to purchase 1,000,000
shares of common stock at an exercise price of $5.0625 per share, vesting over a
period of eighteen months. The Company agreed to pay Mr. Dawson's relocation
expenses. Mr. Dawson has resigned as Chief Executive Officer and President of
the Company.

Effective May 2, 2001, the Company entered into an employment agreement with
Stephan Godevais pursuant to which the Company retained Mr. Godevais as Chief
Executive Officer and President at a salary of $500,000 per year. Under his
employment agreement, Mr. Godevais was granted stock options to purchase an
aggregate of 1,500,000 shares of common stock at an exercise price of $6.52 per
share, vesting over a period of four years.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended March 31, 2001, the Compensation Committee
consisted of Messrs. Shugart and Berg.

On July 27, 1998, the Company entered into an agreement with an institutional
investor for the private placement of up to $15,000,000 of its convertible
preferred stock. Concurrently with the preferred stock financing, Baccarat
Electronics, Inc. ("BACCARAT ELECTRONICS"), an affiliate of Carl Berg, a
director of the Company, loaned the Company $2.5 million and agreed to loan the
Company up to an additional $7.5 million (the "BACCARAT LOAN"). The Baccarat
Loan accrues interest on unpaid principal at the rate of 9% per annum, or at the
maximum rate permissible by law, whichever is less. On November 27, 2000, the
Baccarat Loan amount was extended to $15,000,000. As of March 31, 2001, an
amount of $14.95 million was outstanding under the Baccarat Loan, plus accrued
interest of $2.06 million and the Company had issued to Baccarat Electronics
warrants to purchase 594,031 shares of common stock.


                                     Page 7
<PAGE>


On January 1, 1998, the Company granted to Mr. Dawson, the Company's Chairman of
the Board, non-qualified options to purchase an aggregate of 1,000,000 shares of
common stock. The exercise price of these options is $5.0625 per share, the fair
market value of the common stock on the date of the grant. The Compensation
Committee of the Company approved the early exercise of these options on March
5, 1998. These options permitted exercise by cash, shares, full recourse notes
or non-recourse notes secured by independent collateral. Mr. Dawson partially
exercised these options to purchase 960,494 shares on March 5, 1998 with
non-recourse promissory notes in the amounts of $3,343,750 ("DAWSON NOTE ONE")
and $1,518,750 ("DAWSON NOTE TWO") (collectively, the "DAWSON NOTES") secured by
the shares acquired upon exercise plus 842,650 additional shares held by Mr.
Dawson. As of March 31, 2001, amounts of $3,976,559 and $1,806,175 were
outstanding under Dawson Note 1 and Dawson Note 2, respectively, and under each
of the Notes, interest from the issuance date accrues on unpaid principal at the
rate of 5.69% per annum, or at the maximum rate permissible by law, whichever is
less. Purchased shares for which the underlying options have not vested are
subject to repurchase by the Company. As of March 31, 2001, all of the shares in
the underlying options had vested.

Effective February 24, 2001, the Company and Carl Berg, a director of the
Company, entered into a loan agreement pursuant to which Mr. Berg agreed to
provide the Company with a line of credit in the maximum amount of $20 million
(the "BORROWING AVAILABILITY"). From the effective date until the earlier to
occur of January 31, 2006, the payoff of the Security (as defined below), or the
date the loan agreement is terminated due to a default by the Company, Mr. Berg
agreed to make available advances in an aggregate outstanding amount not to
exceed the Borrowing Availability. Each advance will bear interest at the rate
of 8% per annum until the advance is repaid in full and will be secured by such
assets of the Company as the parties to the loan agreement mutually agree (the
"SECURITY"). The Security will have a value at the time of the advance equal to
or greater than the amount of the particular advance. Each advance, including
all accrued and unpaid interest thereon, is due and payable no later than the
earlier of January 31, 2006, or the date on which the Security for that
particular advance is paid off or disposed of in full. Any portion of an advance
that is repaid will be available for further advances under the loan agreement.

The February 2001 loan agreement replaced a binding letter of intent between the
Company and Mr. Berg dated June 22, 2000 (the "BINDING LETTER OF INTENT"), for
the purchase of up to $12,500,000 of shares of common stock of the Company (the
"SHARES"). Under the Binding Letter of Intent, the Company agreed to sell and
Mr. Berg agreed to purchase the Shares in one or more transactions, each one of
which would have involved no less than $500,000 in proceeds. Mr. Berg's
commitment to purchase the Shares expired, to the extent not utilized by the
Company, on March 31, 2001. Under the terms of the Binding Letter of Intent, the
Company also agreed to issue to Mr. Berg certain three year warrants (the
"WARRANTS") to purchase up to 20% of the Shares purchased by Mr. Berg pursuant
to the Binding Letter of Intent. The Warrants had an exercise price of 125% of
the daily prices during the applicable pricing period.

In June 2001, Mr. Berg provided the Company with a financing commitment letter
pursuant to which he committed, subject to customary conditions, to provide (or
cause another person or entity to provide) the Company with additional financing
of up to $20 million during fiscal 2002, in the form of a secured loan, equity
investment, or a combination of both.


                                     Page 8
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of
the Company's common stock as of June 30, 2001 by: (i) each director; (ii) each
Named Executive Officer; (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent (5%) of its common stock.

<TABLE>
<CAPTION>
                                                                       BENEFICIAL OWNERSHIP(1)
                                                                     ---------------------------
                                                                     NUMBER OF        PERCENT OF
BENEFICIAL OWNER                                                     SHARES (#)       TOTAL (%)
----------------------------------------------------------------     -----------      ----------
<S>                                                                  <C>              <C>
1981 Kara Ann Berg Trust, Clyde J. Berg, Trustee
10050 Bandley Drive, Cupertino, CA 95014 (2)....................      6,576,445          14.44

Carl E. Berg (2)
10050 Bandley Drive, Cupertino, CA 95014........................      4,740,660          10.41

Science Applications International Corporation (4)
10260 Campus Point Drive
San Diego, CA 92121.............................................      4,095,000           8.99

Lev M. Dawson (5)
301 Conestoga Way, Henderson, NV 89015..........................      2,177,870           4.78

Capital Group International, Inc. (6)
11100 Santa Monica Blvd.
Los Angeles, CA 90025...........................................      3,232,220           7.10

Alan F. Shugart (7).............................................        437,365            *

Roy A. Wright (8) ..............................................        240,625            *

Bert C. Roberts, Jr. (9)........................................        223,000            *

Jay L. King (10)................................................        141,669            *

Michael W. Mahan (11)...........................................         59,376            *

Stephan B. Godevais.............................................              0            *

All directors and executive officers as a group
  (7 persons) (12)..............................................      7,779,940          17.08
<FN>
---------------------
*    Less than one percent (1%)

     (1)  This table is based upon information supplied by officers, directors
          and principal stockholders and Schedules 13D and 13G filed with the
          Securities and Exchange Commission (the "Commission"). Unless
          otherwise indicated in the footnotes to this table and subject to
          community property laws where applicable, each of the stockholders
          named in this table has sole voting and investment power with respect
          to the shares indicated as beneficially owned. Applicable percentage
          ownership is based on 45,535,639 shares of common stock outstanding on
          June 30, 2001, adjusted as required by rules promulgated by the
          Commission.


                                     Page 9
<PAGE>


     (2)  Based on information contained in a Schedule 13D filed February 22,
          2001. The 1981 Kara Ann Berg Trust (the "Trust") beneficially owns
          4,795,973 shares. It has entered into a joint filing agreement with
          West Coast Venture Capital, Inc. ("WCVC"), which beneficially owns
          6,576,445 shares. Together, the Trust and WCVC beneficially own
          7,879,270 shares. The Trust has the sole power to vote or direct the
          vote of 1,302,825 shares and has the sole power to dispose or direct
          the disposition of 1,302,825 shares.

     (3)  Includes 150,000 shares held by Mr. Berg; 209,432 shares issuable upon
          exercise of options held by Mr. Berg that are exercisable within 60
          days of June 30, 2001; 3,083,297 shares held by West Coast Venture
          Capital, LTD, of which Mr. Berg is the general partner; 409,900 shares
          and 594,031 shares issuable upon exercise of warrants held by Berg &
          Berg Enterprises, LLC, of which Mr. Berg is the Managing Member;
          94,000 shares held by Berg & Berg Profit Sharing Plan U/A 1/1/80 FBO
          Carl E. Berg Basic Transfer, of which Mr. Berg is the Trustee and
          200,000 shares held by Berg Group, LP.

     (4)  Based on information contained in a Schedule 13G filed December 29,
          2000. Of the 4,095,000 shares of Common Stock stated above, 3,000,000
          shares are beneficially owned by Telcordia Technologies, Inc.
          ("Telcordia"), a wholly owned subsidiary of Science Applications
          International Corporation ("SAIC"), and 1,095,000 shares are
          beneficially owned by Telcordia's wholly-owned subsidiary Telcordia
          Venture Capital Corporation ("TVCC"). As the parent corporation of
          Telcordia and TVCC, SAIC is deemed to be a beneficial owner of the
          4,095,000 shares of Common Stock.

     (5)  Includes 1,929,144 shares held by Mr. Dawson, of which 1,803,144
          shares are pledged to the Company as collateral for certain promissory
          notes, and 248,726 shares issuable upon exercise of options that are
          exercisable within 60 days of June 30, 2001.

     (6)  Based on information contained in a Schedule 13G filed February 12,
          2001. Capital Group International, Inc. is the parent holding company
          of a group of investment management companies that hold investment
          power and voting power over these shares. Capital Guardian Trust
          Company, a wholly-owned subsidiary of Capital Group International,
          Inc. and a bank as defined in Section 3(a)6 of the Act, is deemed to
          be the beneficial owner of the 3,232,330 shares of Common Stock as a
          result of its serving as the investment manager of various
          institutional accounts.

     (7)  Includes 202,000 shares held by Mr. Shugart and 235,365 shares
          issuable upon exercise of options that are exercisable within 60 days
          of June 30, 2001.

     (8)  All shares are issuable upon exercise of options that are exercisable
          within 60 days of June 30, 2001.

     (9)  Includes 112,000 shares held by Mr. Roberts, 1,000 shares held by his
          spouse and 110,000 shares issuable upon exercise of options that are
          exercisable within 60 days of June 30, 2001.

     (10) All shares are issuable upon exercise of options that are exercisable
          within 60 days of June 30, 2001.

     (11) All shares are issuable upon exercise of options that are exercisable
          within 60 days of June 30, 2001.


                                    Page 10
<PAGE>


     (12) Includes 1,245,193 shares issuable upon exercise of options that are
          exercisable within 60 days of June 30, 2001.
</FN>
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Compensation Committee Interlocks and Insider Participation" for a
description of certain transactions between the Company and certain of its
officers and directors.

See "Employment Agreements" for a description of certain transactions between
the Company and certain of its officers.


                                    Page 11
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, this 30th day of
July, 2001.


                                      VALENCE TECHNOLOGY, INC.
                                      (Registrant)


                                       By:  /S/ STEPHAN B. GODEVAIS
                                          -------------------------------------
                                          Stephan B. Godevais
                                          Chief Executive Officer and President

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


<TABLE>
<CAPTION>
SIGNATURE                         TITLE                           DATE
---------                         -----                           ----
<S>                               <C>                             <C>
                                  Chief Executive Officer,
                                  President and Director,
                                  Principal Executive Officer     July 30, 2001
/S/ STEPHAN B. GODEVAIS           and Director)
--------------------------
Stephan B. Godevais

                                  Chairman of the
           *                      Board of Directors              July 30, 2001
--------------------------
Lev M. Dawson


           *                      Director                        July 30, 2001
--------------------------
Carl E. Berg


           *                      Director                        July 30, 2001
--------------------------
Bert C. Roberts, Jr.


           *                      Director                        July 30, 2001
--------------------------
Alan F. Shugart


/S/ TOM CONCIALDI                 Controller                      July 30, 2001
--------------------------
Tom Concialdi


                                    Page 12
<PAGE>


*By: /S/ STEPHAN B. GODEVAIS
    -------------------------------------
    Stephan B. Godevais, Attorney-In-Fact
</TABLE>


                                    Page 13

</TEXT>
</DOCUMENT>
