As filed with the Securities and Exchange Commission on August 2, 2001
                                                 Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                        MULTILINK TECHNOLOGY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 California                                    95-4522566
       (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                    Identification Number)

                           300 Atrium Drive, 2nd Floor
                           Somerset, New Jersey 08873
                      (Address principal executive offices)

           Multilink Technology Corporation 2000 Stock Incentive Plan
       Multilink Technology Corporation 2000 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                              Richard N. Nottenburg
                       President, Chief Executive Officer
                           300 Atrium Drive, 2nd Floor
                           Somerset, New Jersey 08873
                     (Name and Address of Agent for Service)

                                 (732) 537-3700
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 Mark J. Kelson
                     Allen Matkins Leck Gamble & Mallory LLP
                      1901 Avenue of the Stars, Suite 1800
                          Los Angeles, California 90067
                                 (310) 788-2400


<PAGE>


<TABLE>
<CAPTION>



                         CALCULATION OF REGISTRATION FEE

======================================= ===================== ===================== ====================== =====================
                                                                Proposed Maximum      Proposed Maximum
        Title of Each Class of              Amount to be       Offering Price Per    Aggregate Offering         Amount of
     Securities to be Registered           Registered (1)           Share(2)                Price            Registration Fee
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------

<S>                                      <C>                        <C>                <C>                      <C>
2000 Stock Incentive Plan                42,046,117 shares          $2.0595            $86,593,995.25           $21,648.50
Class A Common Stock, $0.0001 par
value
(currently outstanding options)
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
2000 Stock Incentive Plan
Class A Common Stock, $0.0001 par
value                                     6,834,323 shares          $13.595            $92,912,621.18           $23,228.16
(options available for future grant)
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
Shares issued pursuant to
2000 Stock Incentive Plan
Class A Common Stock, $0.0001 par          182,593 shares           $13.595             $2,482,351.84            $620.59
value
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
2000 Employee Stock Purchase Plan
Class A Common Stock, $0.0001 par
value                                     2,071,652 shares          $13.595            $28,164,108.94           $7,041.03
(shares available for future grant)
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
                              TOTAL      51,134,685 shares                            $210,153,077.21          $52,538.28
======================================= ===================== ===================== ====================== =====================
<FN>

(1)       This registration statement also covers an indeterminate number of
          shares which may be issuable by reason of any stock dividend, stock
          split, recapitalization or other similar transaction, in accordance
          with Rule 416.

(2)       The proposed maximum offering price per share is estimated solely for
          the purpose of computing the amount of the registration fee under Rule
          457(c) and (h). With respect to the 42,046,117 shares underlying
          outstanding stock options under the 2000 Stock Incentive Plan, the
          proposed maximum offering price per share is based on the weighted
          average exercise price of $2.06 per share. With respect to the
          6,834,323 shares reserved for future issuance under the 2000 Stock
          Incentive Plan, the 182,593 shares that have been issued under the
          2000 Stock Incentive Plan and the 2,071,652 shares that have been
          reserved for issuance under the 2000 Employee Stock Purchase Plan, the
          proposed maximum offering price per share is based on the average of
          the high and low sale price of $13.595 per share of Multilink's Class
          A common stock reported on the Nasdaq Stock Market on July 26, 2001.

</FN>
</TABLE>




<PAGE>



                                EXPLANATORY NOTE

          This registration statement registers (1) shares of Class A common
stock of Multilink Technology Corporation that may be issued upon the exercise
of options that have been or may be granted under the 2000 Stock Incentive Plan
and shares that may be issued under the 2000 Employee Stock Purchase Plan, and
(2) resales of shares of Class A common stock that have been issued under the
2000 Stock Incentive Plan.

          This registration statement contains two parts. The first part
contains a reoffer prospectus prepared in accordance with Part I of Form S-3.
The second part contains information required in the registration statement
under Part II of Form S-8. The plan information specified by Part I of Form S-8
is not being filed with the Securities and Exchange Commission as permitted by
the Note in Part I of Form S-8. This plan information, the statement of
availability of registrant information and any other information required by
Item 2 of Form S-8 will be sent or given to participants of the employee benefit
plans as specified by Rule 428 under the Securities Act of 1933.



<PAGE>





                        MULTILINK TECHNOLOGY CORPORATION

                              Class A Common Stock


                                 182,593 Shares

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

                               REOFFER PROSPECTUS

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

     Selling shareholders of our company may from time to time offer and sell up
to an  aggregate  of  182,593  shares of our Class A Common  Stock to the public
under this reoffer  prospectus.  The selling  shareholders are current or former
employees and directors of Multilink who acquired their shares of Class A common
stock under our employee  benefit plans prior to the filing of the  registration
statement of which this reoffer prospectus is a part.

     The prices at which the  selling  shareholders  may sell the shares will be
determined  by the  prevailing  market  price for the  shares  or in  negotiated
transactions. We will not receive any proceeds from the sale of the shares.

     Our Class A common stock is quoted on the Nasdaq  National Market under the
symbol "MLTC".

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

     INVESTING IN OUR CLASS A COMMON STOCK  INVOLVES  RISKS.  SEE "RISK FACTORS"
BEGINNING ON PAGE 2.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER  PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.



















                  The date of this prospectus is August 2, 2001


<PAGE>



                                TABLE OF CONTENTS

THE COMPANY...................................................................1

RISK FACTORS .................................................................2

FORWARD-LOOKING STATEMENTS ..................................................13

USE OF PROCEEDS..............................................................13

DILUTION ....................................................................13

SELLING SHAREHOLDERS ........................................................14

PLAN OF DISTRIBUTION ........................................................14

LEGAL MATTERS ...............................................................16

EXPERTS .....................................................................16

INCORPORATION BY REFERENCE ..................................................16

WHERE YOU CAN FIND ADDITIONAL INFORMATION ...................................17



     YOU  SHOULD  RELY  ONLY  ON  THE  INFORMATION  CONTAINED  IN  THIS  REOFFER
PROSPECTUS  OR TO ANY  SUPPLEMENT  TO WHICH WE HAVE  REFERRED  YOU.  WE HAVE NOT
AUTHORIZED  ANYONE TO  PROVIDE  YOU WITH  INFORMATION  THAT IS  DIFFERENT.  THIS
DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. YOU SHOULD
ASSUME THAT THE  INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY AS OF THE DATE OF
THIS DOCUMENT.



<PAGE>




                                   THE COMPANY

     We design,  develop and market advanced  integrated  circuits,  modules and
higher-level  assemblies that enable next generation optical networking systems.
Our  products  address  the  markets for DWDM and  SONET/SDH  optical  transport
equipment.  We focus exclusively on the fastest commercially available speeds of
OC-192, or 10 gigabits, or billions of bits per second, or higher and are in the
early stages of developing  products designed to address future systems that may
operate at speeds of OC-768,  or 40 gigabits per second.  We seek to be first to
develop innovative components that allow communications  equipment  manufactures
to rapidly build and deliver high  performance  fiber optic systems more quickly
and with more functionality and greater performance than their competitors.

     We are  organized and existing  under the laws of the State of  California.
Our  principal  executive  offices are located at 300 Atrium  Drive,  2nd Floor,
Somerset, New Jersey 08873 and our telephone number is (732) 537-3700. Our World
Wide Web address is www.mltc.com.  Information  contained in our Web site is not
incorporated  by  reference  into this  reoffer  prospectus,  and you should not
consider information in our Web site as part of this reoffer prospectus.



<PAGE>



                                  RISK FACTORS

     This offering and any investment in our Class A Common Stock involve a high
degree of risk. You should carefully  consider the risks described below and all
other  information in this prospectus  before  deciding  whether to purchase our
Class A Common Stock.

Our quarterly revenues and operating results have fluctuated in the past and may
continue to  fluctuate  because of a number of  factors,  any one of which could
adversely affect our stock price.

     Our quarterly  revenues and operating  results have  fluctuated in the past
and may  continue  to  fluctuate  significantly  from  quarter to quarter in the
future. It is possible that in future periods our revenues and operating results
could fall below the  expectations  of securities  analysts or investors,  which
could cause the market price of our Class A Common Stock to decline. Some of the
factors that affect our quarterly revenues and operating results,  but which are
difficult  to  control  or  predict  are:

     o    the reduction,  rescheduling  or  cancellation of orders by any of our
          customers or prospective  customers;

     o    fluctuations in manufacturing yields and inventory levels;

     o    the availability of external foundry capacity, purchased parts and raw
          materials;

     o    our ability to introduce  new products  and  technologies  on a timely
          basis;

     o    the  announcement or introduction of new products and  technologies by
          our competitors;

     o    competitive pressures on selling prices;

     o    the amounts and timing of costs associated with warranties and product
          returns;

     o    the amounts and timing of investments in research and development;

     o    market acceptance of our products and of our customers' products;

     o    the ability of our  customers  to obtain  components  from their other
          suppliers;

     o    costs  associated  with  acquisitions  and the integration of acquired
          operations;

     o    general communications and semiconductor industry conditions; and

     o    general economic conditions.

A few customers account for a majority of our sales, and the loss of one or more
key customers could significantly reduce our revenues and any profits.

     Historically,  a relatively  small number of customers  has accounted for a
majority  of  our   revenues.   Our  three  largest   customers   accounted  for
approximately 73% of our revenues for the six months ended June 30, 2001, 73% of
our  revenues in 2000 and 74% of our revenues in 1999.  Our top three  customers
for the six  months  ended  June 30,  2001  were  Alcatel,  TyCom  and  Marconi,
representing approximately 39%, 23% and 11% of our revenues,  respectively.  Our
top three  customers  in 2000  were  Lucent,  Alcatel  and  Cisco,  representing
approximately  34%,  28% and 11% of our  revenues,  respectively.  Our top three
customers in 1999 were  Lucent,  Alcatel and TyCom,  representing  approximately
36%, 20% and 18% of our revenues,  respectively.  We anticipate  that relatively
few  customers  will  continue  to  account  for a  significant  portion  of our
revenues.  A  reduction,  delay  or  cancellation  of  orders  from  one or more
significant  customers  or the loss of one or more key  customers  in any period
could significantly reduce our revenues and any profits.

We have incurred net losses in the past and may incur net losses in the future.

     We incurred net losses of $0.8 million in 1997 and $1.5 million in 1998. We
had net income of $24,540 in 1999. We had net losses of $3.7 million in 2000 and
$5.3 million for the six months  ended June 30,  2001.  We expect to continue to
incur  amortization of deferred stock  compensation and to increase our expenses
for research and development in the next few years. Consequently, our ability to
achieve and maintain  profitability  would be materially  affected if we fail to
significantly increase our revenues.

Failure to effectively manage our anticipated growth and expansion could place a
significant  strain  on our  limited  personnel  and other  resources  and could
adversely affect our business and operating results.

     We have grown  rapidly in the last year and expect to  continue  to grow in
future  periods.  Our  current  organizational  structure  and  systems  are not
adequate  for  our  expected  growth  plans.   To  manage  expanded   operations
effectively,  we  must  continue  to  improve  our  operational,  financial  and
management  systems  and  successfully  hire,  train,  motivate  and  manage our
employees.  We also plan to expand our general  administration  capabilities  to
address the  increased  reporting  and other  administrative  demands  that will
result from our becoming a public  company.  In addition,  the  expansion of our
manufacturing  requirements and our ability to outsource our manufacturing needs
in the future will require  significant  additional  management,  technical  and
administrative  resources.  We  cannot  be  certain  that  we  will  be  able to
effectively manage our growth.

Our  future  success  depends  on the  continued  service  of  our  engineering,
technical and key  management  personnel  and our ability to identify,  hire and
retain additional engineering,  technical and key management personnel,  and our
failure  to hire and retain  such  personnel  would be  harmful  to our  ongoing
operations and business prospects.

     There is intense  competition  for  qualified  personnel  in our  industry,
particularly for engineers and senior level management. Loss of the services of,
or failure to recruit, engineers or other technical and key management personnel
could be  significantly  detrimental  to our  product  and  process  development
programs and adversely affect our business and operating results.  We may not be
able to continue to attract and retain  engineers or other  qualified  personnel
necessary  for the  development  of our  products  and  business  or to  replace
engineers  or other  qualified  personnel  who may leave us in the  future.  Our
anticipated  growth is expected to place increased  demands on our resources and
likely will require the addition of new management personnel.

Our  future  success  depends  in  part  on the  continued  service  of our  key
executives,  and the loss of any of these key executives  could adversely affect
our business and operating results.

     Our success  depends in part upon the  continued  service of our  executive
officers, particularly Dr. Richard N. Nottenburg, our President, Chief Executive
Officer and  Co-Chairman of the Board,  and Dr. Jens Albers,  our Executive Vice
President and  Co-Chairman of the Board.  Neither Dr.  Nottenburg nor Dr. Albers
has an employment or  non-competition  agreement  with us. The loss of either of
these  key  individuals  would be  detrimental  to our  ongoing  operations  and
prospects.

Several of our key personnel are relatively new and must be integrated  into our
organization.  Our failure to integrate these individuals could adversely affect
our business.

     Several  of our key  personnel  have  recently  joined  us,  including  Ron
Krisanda,  our Senior Vice  President of  Operations,  who joined us in November
2000 and Craig S. Lewis,  our Senior Vice  President of Sales,  who joined us in
January 2001. Therefore, there has been little or no opportunity to evaluate the
effectiveness  of our executive  management  team as a combined unit. Our future
performance  will depend in part on our ability to  successfully  integrate  our
newly hired executive  officers and key personnel into our management  team, and
our ability to develop an effective working relationship among management.

We sell  substantially all of our products based on individual  purchase orders,
and we  cannot  predict  the  size or  timing  of our  orders.  Our  failure  to
effectively  plan  production  levels and inventory  could  materially  harm our
business and operating results.

     We sell  substantially  all of our products  based on  individual  purchase
orders,  rather than long-term  contracts.  As a result, our customers generally
can  cancel  or  reschedule  orders on short  notice  and are not  obligated  to
purchase  a  specified  quantity  of any  product.  For  example,  we  have  had
significant order  cancellations in the first half of 2001. We cannot assure you
that our existing  customers  will continue to place orders with us, that orders
by existing  customers will be repeated at current or historical  levels or that
we will be able to obtain orders from new customers. We cannot predict the size,
timing or terms of incoming purchase orders; therefore,  decreases in the number
or size of orders  or the  development  of  customer  orders  with new terms may
adversely affect our business and operating results.

     Because we do not have  substantial  noncancellable  backlog,  we typically
plan our production and inventory levels based on internal forecasts of customer
demand  that  are  highly  unpredictable  and can  fluctuate  substantially.  In
anticipation  of long lead times to obtain certain  inventory and materials,  we
order materials in advance of anticipated  customer sales. This advance ordering
might result in excess inventory levels or unanticipated  inventory  write-downs
if our customers cancel orders or change the specifications for their orders. If
we are unable to plan inventory and production levels effectively,  our business
and operating results could be materially harmed.

We will lose  significant  customer sales and may not be successful if customers
and prospective  customers do not qualify our products to be designed into their
systems.

     Because our products  must  function as part of a larger system or network,
our customers often undertake extensive qualification processes prior to placing
large product orders. Once communications  equipment manufacturers decide to use
a particular supplier's products or components,  they incorporate those products
or  components  into  their  system  design,  which  are  known as  design-wins.
Suppliers  who fail to achieve  design-wins  are unlikely to make sales to those
customers  for  particular  projects  until  at least  the  adoption  of  future
redesigned  systems.  Even then,  many companies may be reluctant to incorporate
entirely  new  products  into their new system  designs,  as this could  involve
significant  additional  redesign efforts.  If we fail to achieve design-wins we
will lose the opportunity for significant sales to those customers for a lengthy
period of time. Although a design-win increases the likelihood that our products
will be incorporated into the systems of our customers or prospective customers,
it does not obligate that customer or prospective customer to purchase specified
quantities of our products.

Our products are incorporated  into  sophisticated  systems,  and defects may be
discovered only after full deployment, which could seriously harm our business.

     Our  products  are  complex  and  are  designed  to be  deployed  in  large
quantities across sophisticated networks. Because of the nature of our products,
they can only be fully tested when  completely  deployed in large  networks with
high amounts of traffic.  Our  customers  may discover  errors or defects in our
products,  or our  products  may not operate as  expected,  after they have been
fully deployed.  If our products have defects or do not operate as expected,  we
could  experience:

     o    loss of, or delay in, revenues and loss of market share;

     o    loss of existing customers;

     o    failure to attract new customers or achieve market  acceptance for our
          products;

     o    diversion of development resources;

     o    increased service and warranty costs;

     o    legal actions by our customers;

     o    increased insurance costs; and

     o    damage to our reputation and customer relationships.

     The occurrence of any of these  problems could  seriously harm our business
and result in decreased  revenues and  increased  operating  expenses.  Defects,
integration issues or other performance problems in our products could result in
financial or other  damages to our customers or could  negatively  affect market
acceptance for our products.

We  compete in highly  competitive  markets,  against  competitors  with  longer
operating  histories,  greater  name  recognition,  greater  resources or larger
market  capitalizations.  Our  failure  to  compete  effectively  would harm our
business.

     The  markets in which we compete  are highly  competitive.  Our  ability to
compete successfully in our markets depends on a number of factors, including:

     o    product time-to-market;

     o    product performance;

     o    product price;

     o    product quality; product reliability;

     o    success  in  designing  and  subcontracting  the  manufacture  of  new
          products that implement new technologies;

     o    market acceptance of our competitors' products;

     o    efficiency of production;  expansion of production of our products for
          particular systems manufacturers; and

     o    customer support and reputation.

     We compete primarily against Agere, Applied Micro Circuits,  Conexant, Giga
(acquired by Intel),  Infineon,  JDS Uniphase,  Maxim, Nortel  (microelectronics
division),  NTT  Electronics,  Philips,  PMC-Sierra  and  Vitesse.  Many  of our
competitors  operate their own fabrication  facilities and have longer operating
histories  and a greater  presence in key  markets,  greater  name  recognition,
access to larger customer bases and significantly  greater financial,  sales and
marketing,  distribution,  technical  and  other  resources.  As a  result,  our
competitors  may be able to adapt more quickly to new or emerging  technologies,
changes in customer  requirements  or devote greater  resources to the promotion
and  sale  of  their  products.   In  addition,   our  competitors  may  develop
technologies   that  more  effectively   address  the  transmission  of  digital
information  through existing analog  infrastructures  at a lower cost,  thereby
rendering  our  products  obsolete.  Our  competitors  that  have  large  market
capitalizations  or cash  reserves  are also  better  positioned  than we are to
acquire other companies,  thereby obtaining new technologies or products. Any of
these acquisitions  could give our competitors a strategic  advantage that could
adversely affect our business, financial condition and results of operations.

     Current  and  potential  competitors  have  established  or  may  establish
financial  or  strategic  relationships  among  themselves  or with  existing or
potential  customers,  resellers  or other  third  parties.  Accordingly,  it is
possible that new  competitors or alliances  forged by competitors  could emerge
and rapidly acquire significant market share.

We must incur substantial research and development  expenses.  If we do not have
sufficient  resources to invest in research and development,  our business could
be seriously harmed.

     In  order to  remain  competitive,  we must  continue  to make  substantial
investments in research and development to develop new and enhanced products. We
cannot  assure  you that we will  have  sufficient  resources  to  invest in the
development  of new and enhanced  technologies  and  competitive  products.  Our
failure to continue to make  sufficient  investments in research and development
programs  could  significantly  reduce our revenue growth and harm our business.
Additionally,  our products have a short life cycle;  therefore, we have limited
time to capitalize  upon our research and  development  investments and generate
revenues.  We cannot  assure you that our research and  development  investments
will result in revenues in excess of our expenses,  if at all, or will result in
any commercially accepted products.

We incur research and development expenses in advance of obtaining access to the
required  technology,  and as a result,  these investments may not result in the
production of any marketable products.

     We often  incur  substantial  research  and  development  expenses  for the
development of products  incorporating  emerging process  technologies.  We make
these  substantial  investments in the product design stage and prior to gaining
access to these  process  technologies.  Failure to gain access to these process
technologies could prevent our products'  development and  commercialization and
materially harm our business.

We may not be able to effectively compete with IBM for sales of products that we
jointly develop.

     We have a joint development agreement with International Business Machines,
or IBM,  pursuant to which we jointly develop  integrated  circuits.  Under this
agreement,  both  parties  can  sell our  jointly  developed  products  to third
parties.  Because IBM is a larger company,  with a longer operating  history and
substantially greater resources,  it may be able to attract more customers,  and
we may not have the opportunity to sell the jointly developed  products to those
customers.

We may need to make  acquisitions in order to remain  competitive in our market.
Our business or the value of your  investment  could be adversely  affected as a
result of any potential acquisitions.

     To compete  effectively,  we may find it  necessary  to acquire  additional
businesses,  products or technologies. If we identify an appropriate acquisition
candidate,  we may  not be  able  to  negotiate  the  terms  of the  acquisition
successfully,  finance the  acquisition  or  effectively  integrate the acquired
business,  products,  technologies  or personnel into our existing  business and
operations.  Further,  completing a potential  acquisition  and  integrating  an
acquired  business will cause  significant  diversions of management's  time and
resources.  If we consummate one or more  significant  acquisitions in which the
consideration  consists  of  stock  or  other  securities,  the  value  of  your
investment in our company could be significantly  diluted. If we were to proceed
with one or more significant  acquisitions in which the  consideration  included
cash, we could be required to use a substantial  portion of our available  cash,
including  proceeds from our initial public  offering in June 2001. In addition,
we may be required  to  amortize  significant  amounts of  intangible  assets in
connection  with  future  acquisitions,  which  could  significantly  reduce our
operating and net income.

Our operating results are subject to fluctuations because of sales to foreign
customers.

     International sales accounted for approximately 37% of our revenues for the
six months ended June 30, 2001, 27% of our revenues in 2000 and 16% of our
revenues in 1999. International sales may continue to account for a significant
portion of our revenues, and as a result, we will be subject to certain risks
associated with international sales, including:

     o    changes in regulatory requirements;

     o    increases in tariffs and other trade barriers;

     o    timing and availability of export licenses;

     o    political and economic instability;

     o    difficulties in accounts receivable collections;

     o    difficulties  in staffing and managing  foreign  subsidiary and branch
          operations;

     o    difficulties in managing distributors;

     o    difficulties in obtaining  governmental  approvals for  communications
          and other products;

     o    foreign currency exchange fluctuations;

     o    the burden of complying  with a wide  variety of complex  foreign laws
          and treaties; and

     o    potentially adverse tax consequences.

     We are subject to the risks  associated  with the imposition of legislation
and regulations relating to the import or export of high technology products. We
cannot predict  whether quotas,  duties,  taxes or other charges or restrictions
upon the  importation  or exportation of our products will be implemented by the
United  States or other  countries.  Some of our  customer  purchase  orders and
agreements  are governed by foreign laws,  which may differ  significantly  from
U.S.  laws.  Therefore,  we may be limited in our  ability to enforce our rights
under these agreements and to collect damages, if awarded.

     Because sales of our products are denominated in U.S. dollars, increases in
the value of the U.S.  dollar  could  increase the price of our products so that
they become more  expensive to  customers in the local  currency of a particular
country,  leading to a reduction  in sales and  profitability  in that  country.
Future   international   activity  may  result  in  increased  foreign  currency
denominated  sales.  Gains  and  losses on the  conversion  to U.S.  dollars  of
accounts receivable,  accounts payable and other monetary assets and liabilities
arising from  international  operations  may contribute to  fluctuations  in our
results of operations.

If we become subject to unfair hiring claims,  we could incur  substantial costs
in defending  ourselves,  or our  management's  attention could be diverted away
from our operations.

     Companies in our industry often hire individuals formerly employed by their
competitors.  In such cases, these competitors  frequently claim that the hiring
company has engaged in unfair hiring practices.  We have received claims of this
kind in the past from our competitors, and we cannot assure you that we will not
receive  claims of this kind in the future or that those  claims will not result
in material litigation.  We could incur substantial costs in defending ourselves
or our employees against such claims, regardless of the merits of the claims. In
addition, defending ourselves from such claims could divert the attention of our
management away from our operations.

Our  dependence  on  TRW  and  other   third-party   manufacturing   and  supply
relationships  could  negatively  impact  the  production  of our  products  and
significantly harm our business.

     We do  not  own or  operate  manufacturing  facilities  necessary  for  the
production of most of our products. We rely on several outside foundries for the
manufacture and assembly of most of our products, and we expect this to continue
for  the  foreseeable  future.  Our  mixed-signal  products,  which  comprise  a
significant portion of our current revenues, are based predominantly on GaAs HBT
wafers  supplied by TRW.  GaAs HBT is an  advanced  process  technology  used to
manufacture  a  semiconductor  device  that  allows a bipolar  transistor  to be
fabricated on a GaAs material. TRW is our sole supplier of these wafers. We have
a wafer supply  agreement with TRW,  under which we do not have the  contractual
right to obtain all the GaAs HBT wafers we require for the current production of
our mixed-signal  products.  Finding  alternative  sources for these wafers will
result in substantial  delays in production and  additional  costs.  To date, we
have no other wafer supply agreements with our other suppliers.

     Our dependence upon third parties that  manufacture,  assemble,  package or
supply components for our products may result in:

     o    lack of assured  semiconductor  wafer supply and reduced  control over
          delivery schedules and quality;

     o    the  unavailability  of, or delays in obtaining access to, key process
          technologies;

     o    limited control over manufacturing yields and quality assurance;

     o    inadequate capacity during periods of excess demand;

     o    inadequate allocation of production capacity to meet our needs;

     o    increased costs of materials or manufacturing services;

     o    difficulties selecting and integrating new subcontractors;

     o    limited warranties on wafers or products supplied to us;

     o    inability to take advantage of price reductions; and

     o    misappropriation of our intellectual property.

Any one of these factors could adversely affect our business.

     While we believe we have good  relations  with our  outside  foundries  and
suppliers, we cannot be certain that we will be able to maintain these favorable
relations.  Additionally,  because  there is a limited  number of foundries  and
suppliers  that  can  produce  our  products,   establishing  relationships  and
increasing  production with new outside foundries takes a considerable amount of
time. Thus, there is no readily available  alternative  source of supply for our
production needs. A manufacturing  disruption,  such as a raw material shortage,
experienced  by TRW or any of our other outside  foundries  and suppliers  could
impact the production of some of our products for a substantial  period of time.
Our outside  foundries'  and suppliers'  inability to increase their  production
capacity or to continue to allocate capacity to manufacture our components could
also limit our ability to grow our business.

We may face production  delays if the  subcontractors  we use to manufacture our
wafers or products  discontinue the  manufacturing  processes needed to meet our
demands or fail to advance the process  technologies  needed to manufacture  our
products.

     Our wafer and product  requirements  represent a small portion of the total
production of the  third-party  foundries that  manufacture  our products.  As a
result, we are subject to the risk that our external  foundries may not continue
to devote resources to the continued  development and improvement of the process
technologies on which the  manufacturing  of our products are based.  This could
increase our costs and harm our ability to deliver our products on time.

Our operating results  substantially  depend on manufacturing output and yields,
which may not meet expectations.

     Manufacturing  semiconductors  requires manufacturing tools that are unique
to each  product  produced.  If one of these unique  manufacturing  tools of our
outside foundries were damaged or destroyed, then the ability of these foundries
to  manufacture  the related  product  would be impaired and our business  would
suffer.  In addition,  our  manufacturing  yields decline whenever a substantial
percentage of wafers must be rejected or significant  portions of each wafer are
nonfunctional.  Such  declines can be caused by many factors,  including  minute
levels of contaminants in the manufacturing  environment,  design imperfections,
defects  in masks  used to print  circuits  on a wafer and  difficulties  in the
fabrication process. Many of these problems are difficult to diagnose,  are time
consuming and expensive to remedy and can result in shipment delays.

     Difficulties  associated with adapting our technology and product design to
the proprietary process technology and design rules of our outside foundries can
lead to  reduced  yields.  Since low yields may  result  from  either  design or
process technology failures, yield problems may not be effectively determined or
resolved until an actual  product  exists that can he analyzed and tested.  As a
result,  yield  problems may not be  identified  until well into the  production
process,  and  resolution  of yield  problems  may require  cooperation  between
ourselves and our manufacturers.  In some cases this risk could be compounded by
the offshore  location of some of our  manufacturers,  increasing the effort and
time required to identify, communicate and resolve manufacturing yield problems.
Manufacturing  defects  that we do not  discover  during  the  manufacturing  or
testing process may lead to costly product  recalls.  Difficulties in diagnosing
and solving the complicated problems of assembling these types of semiconductors
could also reduce our yields.

If we are unable to commit to deliver  sufficient  quantities of our products to
satisfy our customers'  needs,  it may be difficult for us to attract new orders
and customers or we may lose current orders and customers.

     Our  customers  typically  require  that we  commit  to  provide  specified
quantities  of products over a given period of time. We may be unable to deliver
sufficient  quantities of our products for any of the following  reasons:

     o    our reliance on third-party manufacturers;

     o    our limited infrastructure, including personnel and systems;

     o    the limited availability of raw materials; and

     o    competing customer demands.

If we are unable to commit to deliver  sufficient  quantities of our products to
satisfy  a  customer's  anticipated  needs,  we  may  lose  the  order  and  the
opportunity for significant  sales to that customer and may be unable to attract
new orders and customers.

Our business depends on the continued availability of raw materials and advanced
process  technologies at reasonable prices. If adequate amounts of raw materials
or advanced process technologies are unavailable, our operating results would be
adversely affected.

     Highly  specialized  raw materials and advanced  process  technologies  are
needed for the production of our products.  In some cases, there are only two or
three  suppliers of such materials and  technologies  in the world. We depend on
the continued  availability  of these  materials and  technologies at reasonable
prices.  We may not be able to fulfill customer  purchase requests if there is a
substantial  increase  in the  price  for  these  materials  or if  our  outside
suppliers cannot provide adequate quantities of raw materials for the production
of our products.  This may result in decreased revenues and adversely affect our
operating results.

Slow  growth  in  the  build-out  of  the   communications   infrastructure  and
uncertainties  in network service  providers'  purchasing  programs,  as well as
consolidation in the network service provider industry, may adversely affect our
future business and operating results.

     Our business prospects depend  substantially on the continued  build-out of
the  communications  infrastructure.  A number of network service providers have
recently  announced plans to curtail the level of their capital  expenditures on
their infrastructure build-out,  which could significantly reduce the demand for
our products by communications equipment manufacturers. This recent slowdown has
caused our revenues and backlog to grow less rapidly than they  otherwise  would
have.  In  addition,   network  service  providers  typically  purchase  network
equipment  pursuant  to  multi-year  purchasing  programs  that may  increase or
decrease  annually as the providers adjust their capital  equipment  budgets and
purchasing priorities.  Network service providers' curtailment or termination of
purchasing  programs or decreases in capital budgets,  including with respect to
undersea cable  transmission  systems which constitute a significant  portion of
our sales,  could  materially  and  adversely  affect our revenue  and  business
prospects.  This is particularly true if significant and unanticipated by us and
our communications equipment manufacturer customers. Additionally, consolidation
among network service providers may cause delays in the purchase of our products
and a  reexamination  of strategic  and  purchasing  decisions by these  network
service  providers  and  our  current  and  potential  communications  equipment
manufacturer customers, which could harm our business and financial condition.

The markets we serve are subject to rapid  technological  change,  and if we are
unable to develop and introduce new products, our revenues could stop growing or
could decline.

     The  markets we serve  frequently  undergo  transitions  in which  products
rapidly  incorporate new features and performance  standards on an industry-wide
basis.  Products  for  communications  applications,  as well as for  high-speed
computing applications,  are based on continually evolving industry standards. A
significant  portion of our revenues in recent periods has been, and is expected
to continue to be, derived from sales of products based on existing transmission
standards.  However,  our  ability to compete in the future  will  depend on our
ability to identify and ensure compliance with evolving industry standards.

     The  emergence  of  new  industry   standards  could  render  our  products
incompatible  with  products   developed  by  major   communications   equipment
manufacturers.  If our  products  are unable to support  the new  features,  the
enhanced  integration  of  functions  or  the  performance  levels  required  by
communications  equipment  manufacturers in these markets,  we would likely lose
business from an existing or potential customer. Moreover, we would not have the
opportunity  to  compete  for new  business  until the next  product  transition
occurs. As a result, we could be required to invest  significant time and effort
and to incur  significant  expense to redesign our products to ensure compliance
with relevant  standards.  If our products are not in compliance with prevailing
industry standards for a significant period of time, we could miss opportunities
to achieve crucial design-wins.

     Moreover,  to  improve  the   cost-effectiveness  and  performance  of  our
products,  we may be  required  to  transition  one or more of our  products  to
process technologies with smaller components,  other materials or higher speeds.
We may not be able to improve our process  technologies and develop or otherwise
gain access to new process technologies in a timely or cost-effective manner. We
could record expenses or charges associated with such a transition. For example,
we wrote off $4.3 million of our inventory in the first  quarter of 2001,  which
resulted  from a transition  from certain GaAs  products to SiGe products and an
order cancellation, reducing our gross profit.

     These risks may lead to increased  costs or delay product  delivery,  which
would harm our  profitability  and  customer  relationships.  Consequently,  our
revenues could be significantly  reduced for a substantial  period if we fail to
develop  products  with  required  features  or  performance  standards,  if  we
experience a delay as short as a few months in bringing a new product to market,
or if our customers fail to achieve market acceptance of their products.

We operate in the highly cyclical  semiconductor  industry, and any downturns in
the industry could  materially  and adversely  affect our business and operating
results.

     The semiconductor industry has experienced significant downturns,  often in
connection  with,  or in  anticipation  of,  maturing  product  cycles  (of both
semiconductor  companies' and their customers' products) and declines in general
economic  conditions.  These  downturns  have been  characterized  by diminished
product demand,  production overcapacity,  high inventory levels and accelerated
erosion of average  selling prices.  Any future  downturns could have a material
adverse  effect on the growth of our business and  revenues.  From time to time,
the semiconductor  industry also has experienced periods of increased demand and
production capacity constraints. We may experience substantial changes in future
operating  results due to general  semiconductor  industry  conditions,  general
economic conditions and other factors.

Necessary  licenses of third-party  technology may not be available to us or may
be prohibitively expensive,  which could adversely affect our ability to produce
and sell our products.

     From time to time we may be  required  to  license  technology  from  third
parties to develop new products or product  enhancements.  We cannot  assure you
that  third-party  licenses will be available to us on  commercially  reasonable
terms,  if at all. Our inability to obtain any third-party  license  required to
develop  new  products  and  product  enhancements  could  require  us to obtain
substitute  technology of lower quality or  performance  standards or at greater
cost,  if at all,  any of which  could  seriously  harm our  ability to sell our
products.

Our failure to protect our  intellectual  property  adequately  could  adversely
affect our business.

     Our intellectual property is critical to our ability to successfully design
products for the optical  networking  systems market. We currently have one U.S.
patent issued and four U.S. patent  applications  pending.  We cannot assure you
that  our  pending  patent  applications  or any  future  applications  will  be
approved.  Further, we cannot assure you that any issued patents will provide us
with competitive  advantages or will not be challenged by third parties, or that
if challenged, will be found to be valid or enforceable. Additionally, we cannot
assure  you that the  patents of others  will not have an adverse  effect on our
ability to do business.  Furthermore,  others may independently  develop similar
products or processes,  duplicate our products or processes or design around any
patents that may be issued to us.

     We rely on the combination of maskwork  protection under the  Semiconductor
Chip Protection Act of 1984, trademarks, copyrights, trade secrets, employee and
third-party  nondisclosure  agreements and licensing arrangements to protect our
intellectual  property.  Despite these efforts, we cannot be certain that others
will not independently develop substantially equivalent intellectual property or
otherwise  gain  access  to  our   intellectual   property,   or  disclose  such
intellectual  property,  or that we can  meaningfully  protect our  intellectual
property.

We could be harmed by litigation involving patents and proprietary rights.

     The  semiconductor  industry is  characterized  by  substantial  litigation
regarding patent and other  intellectual  property rights.  We may be accused of
infringing upon the intellectual property rights of third parties. Additionally,
we  have   indemnification   obligations   to  our  customers  with  respect  to
intellectual  property  infringement claims by third parties.  Such intellectual
property  infringement claims by third parties or indemnification  claims by our
customers could harm our business.

     Any  litigation  relating  to the  intellectual  property  rights  of third
parties,  whether or not  determined  in our favor or  settled  by us,  could be
costly  and could  divert  the  efforts  and  attention  of our  management  and
technical  personnel.  In the event of any adverse ruling in any litigation,  we
could be required to:

     o    pay substantial damages;

     o    cease the manufacturing, use and sale of certain products;

     o    discontinue the use of certain process technologies; and

     o    obtain a license from the  third-party  claiming  infringement,  which
          might not be available on reasonable terms, if at all.

The   communications   industry  is  subject  to  U.S.  and  foreign  government
regulations  that could harm our  business.  Our  failure to timely  comply with
regulatory  requirements,  or obtain and maintain  regulatory  approvals,  could
materially harm our business.

     The Federal  Communications  Commission,  or FCC, has jurisdiction over the
entire  communications  industry  in the United  States  and,  as a result,  our
products and our customers'  products are subject to FCC rules and  regulations.
Current and future FCC rules and regulations affecting  communications services,
our products or our customers'  businesses or products could  negatively  affect
our business. In addition,  international  regulatory standards could impair our
ability to develop products in the future.  Delays caused by our compliance with
regulatory  requirements  could  result in  postponements  or  cancellations  of
product  orders,  which  would  harm our  business,  results of  operations  and
financial condition. Further, we cannot be certain that we will be successful in
obtaining or maintaining  any regulatory  approvals that may, in the future,  be
required to operate our business.

Technology company stock prices are especially volatile, and this volatility may
depress our stock price or lead to class action litigation.

     The  stock  market,   and  specifically  the  stock  prices  of  technology
companies,  has been very  volatile.  The market  price of our shares of Class A
Common  Stock may  fluctuate  significantly  in response to a number of factors,
beyond our control,  including:

     o    changes in financial estimates by securities analysts;

     o    announcements by us, our customers or our competitors;

     o    changes in market valuations of similar companies;

     o    changes in accounting rules and regulations; and

     o    future sales of our common stock by our existing shareholders.

     As a result of this  market  volatility,  you may be unable to resell  your
shares at or above the purchase price.

     Securities class action litigation has often been brought against companies
that experience  volatility in the market price of their securities.  Litigation
brought against us could result in substantial  costs to us in defending against
a lawsuit and management's attention could be diverted from our business.

If a significant  number of shares  become  available for sale and are sold in a
short period of time, the market price of our stock could decline.

     If our  shareholders  sell  substantial  amounts of our common stock in the
public markets  following the expiration of the lock-up  agreements in effect as
of our initial  public  offering  in June 2001,  it could  materially  adversely
affect  the  market  price  of  our  stock.   After  these  agreements   expire,
approximately  57,319,483  shares,  as well as additional  shares  issuable upon
exercise of options,  will become  immediately  eligible  for sale in the public
market, subject to certain exceptions.

     In  addition,  under  certain  investors'  rights  agreements,  some of our
current  shareholders have "demand" and/or  "piggyback"  registration  rights in
connection  with future  offerings of our common stock.  "Demand"  rights enable
shareholders  to demand that their  shares be  registered  and may require us to
file a  registration  statement  under the 1933 Act at our expense.  "Piggyback"
rights  require  us to notify  the  shareholders  of our stock if we  propose to
register any of our securities  under the 1933 Act, and grant such  shareholders
the right to include their shares in the registration statement. Registration of
these  additional  shares would make them generally  available to be sold in the
public market.

Because existing  shareholders own a large percentage of our voting shares, your
voting power may be limited.

     We currently have  28,000,000  shares of Class B Common Stock  outstanding,
each of which  entitles the holder to ten votes.  Only Class A Common Stock will
be resold pursuant to this registration statement, with each share entitling the
holder  to one  vote.  All of the  Class B  Common  Stock  is held by  officers,
directors  or other  persons or  entities  owning 5% or more of the  outstanding
shares of our common stock.

     Our executive officers,  directors and their affiliates beneficially own or
control shares representing 55.6% of the voting power of our outstanding capital
stock. Dr. Richard  Nottenburg,  as a result of his stock ownership and a voting
trust agreement with Dr. Jens Albers, alone controls  approximately 47.9% of the
outstanding voting power of our capital stock. In addition, persons and entities
owning more than 5% of our outstanding shares of common stock, in the aggregate,
control 91.5% of the outstanding voting power of our capital stock. As a result,
our directors and 5%  shareholders  acting  together have the ability to control
all matters  submitted to our shareholders for approval,  including the election
and removal of directors and the approval of any merger,  consolidation  or sale
of all or substantially all of our assets. These shareholders may make decisions
that are adverse to your interests.

Our board of  directors  may  issue,  without  shareholder  approval,  shares of
preferred stock that have rights and preferences superior to those of our shares
of common stock and that may prevent or delay a change of control.

     Our articles of incorporation provide that our board of directors may issue
new shares of preferred stock without shareholder  approval.  Some of the rights
and  preferences  of these  shares of  preferred  stock would be superior to the
rights and preferences of shares of our common stock. Accordingly,  the issuance
of new shares of preferred stock may adversely  affect the rights of the holders
of shares of our  common  stock.  In  addition,  the  issuance  of new shares of
preferred stock may prevent or delay a change of control of our company.

We may need additional capital,  which may not be available,  and our ability to
grow may be limited as a result.

     We may be required, or could elect, to seek additional funding at any time.
We  anticipate  incurring  significant  expenses in  connection  with  increased
research and  development  activities,  and we may engage in  acquisitions.  The
hiring of  additional  personnel  to  support  these  functions,  including  the
expansion  of our  sales  and  marketing  organizations,  will  also  require  a
significant commitment of resources. In addition, if the market for our products
develops at a slower pace than anticipated,  or if we fail to continue to expand
our market share, we may continue to utilize  significant amounts of capital. If
cash from available sources is insufficient, or if cash is used for acquisitions
or  other  unanticipated  uses,  we may  need  additional  capital  sooner  than
anticipated.  In the event we are required, or elect, to raise additional funds,
we may not be able to do so on favorable terms, if at all.

                           FORWARD-LOOKING STATEMENTS

     This reoffer prospectus  contains  forward-looking  statements that involve
substantial risks and uncertainties.  These  forward-looking  statements are not
historical  facts, but rather are based on current  expectations,  estimates and
projections about our industry,  our beliefs and our assumptions.  Words such as
"anticipates," "expects," "intends," "plans," believes," "seeks" and "estimates"
and variations of these words and similar  expressions  are intended to identify
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and are subject to risks,  uncertainties and other factors,  some of
which are beyond our control and  difficult  to predict,  and could cause actual
results  to  differ  materially  from  those  expressed  or  forecasted  in  the
forward-looking   statements.   These  risks  and  uncertainties  include  those
described in "Risk Factors" and elsewhere in this reoffer prospectus. You should
not place undue reliance on these forward-looking  statements,  which apply only
as of the date of this reoffer prospectus.

                                 USE OF PROCEEDS

     We will not receive any proceeds when the selling  shareholders  sell their
Class A common  stock to  others.  All sale  proceeds  will be  received  by the
selling shareholders.

                                    DILUTION

     Because  the  selling  shareholders  will offer and sell the  common  stock
covered by this reoffer prospectus at various times and at prices and terms then
prevailing  or at  prices  related  to  the  then  current  market  price  or in
negotiated  transactions,  we  have  not  included  in this  reoffer  prospectus
information about the dilution, if any, to the public arising from these sales.

                              SELLING SHAREHOLDERS

     The following table sets forth the number of shares  beneficially  owned by
each  of the  selling  shareholders.  Each  of the  selling  shareholders  is an
employee or director of Multilink or was formerly an employee of  Multilink.  We
calculated  beneficial  ownership according to Rule 13d-3 of the Exchange Act as
of this date.  Each of the selling  shareholders  currently owns less than 1% of
our outstanding Class A common stock.


                               Number of Shares           Number of Shares
Name of Shareholder        Owned Before Offering     Offered For Sale Hereby
-------------------        ---------------------     -----------------------

Mamatha Deshpande               1,500                        1,500

Paul Koep                       37,500                       29,000

Martin LaCon                    28,260                       28,260

Doug McAllister                 25,000                       23,000

Gilbert Nguyen                  37,500                       37,500

William Reinisch                45,000                       5,000

Edward J. Zander                72,917                       58,333

     The selling  shareholders  will  determine the actual number of shares,  if
any, that they will sell. Because the selling shareholders may sell all, some or
none of the  shares of Class A common  stock  that they  hold,  we are unable to
estimate  the amount or  percentage  of shares of Class A common stock that they
will hold after completion of the offering.

                              PLAN OF DISTRIBUTION

     The selling  shareholders  and any of their  pledgees,  donees,  assignees,
transferees  or  successors-in-interest  selling  shares  received  from a named
selling  shareholder  as a gift,  partnership  distribution  or  other  non-sale
related transfer after the date of this reoffer  prospectus  (collectively,  the
"selling shareholders") may, from time to time, sell any or all of the shares of
common stock  offered  hereby on the Nasdaq Stock Market or any stock  exchange,
market or  trading  facility  on which the  shares  are  traded,  or in  private
transactions. These sales may be made at market prices prevailing at the time of
the sale or at  negotiated or fixed prices.  The selling  shareholders  will act
independently  of  Multilink  in making  decisions  with  respect to the timing,
manner and size of each sale. The selling  shareholders  may use any one or more
of the following methods when selling shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    underwritten offerings;

     o    short sales;

     o    agreements by the broker-dealer and the selling shareholders to sell a
          specified number of such shares at a stipulated price per share;

     o    a combination of any such methods of sale; and

     o    any other method permitted by applicable law.

     The  selling  shareholders  may also sell  shares  under Rule 144 under the
Securities  Act, if  available,  or under  Section 4(1) of the  Securities  Act,
rather than under this reoffer prospectus.

     Unless  otherwise  prohibited,  the  selling  shareholders  may enter  into
hedging  transactions  with  broker-dealers  or other financial  institutions in
connection with distributions of the shares or otherwise.  In such transactions,
broker-dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling shareholders.
The  selling  shareholders  may also  engage  in short  sales,  puts and  calls,
forward-exchange contracts,  collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection  with
these trades. If the selling  shareholders sell shares short, they may redeliver
the shares to close out such short positions.  The selling shareholders may also
enter  into  option  or other  transactions  with  broker-dealers  or  financial
institutions  which require the delivery to the  broker-dealer  or the financial
institution of the shares.  The broker-dealer or financial  institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition,  the selling  shareholders may loan their shares to  broker-dealers or
financial  institutions who are  counterparties to hedging  transactions and the
broker-dealers,  financial  institutions or counterparties may sell the borrowed
shares into the public market.  The selling  shareholders  may also pledge their
shares to their brokers or financial  institutions and under the margin loan the
broker or  financial  institution  may,  from  time to time,  offer and sell the
pledged  shares.  The selling  shareholders  have  advised us that they have not
entered  into  any  agreements,   understandings   or   arrangements   with  any
underwriters,  broker-dealers,  or financial  institutions regarding the sale of
their shares other than ordinary course brokerage arrangements,  nor is there an
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares by the selling shareholders.

     The shares will be sold only  through  registered  or  licensed  brokers or
dealers if required under  applicable  state  securities  laws. In addition,  in
certain  states the shares may not be sold unless they have been  registered  or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and complied with.

     We will file a supplement to this reoffer  prospectus,  if required,  under
Rule  424(b)  under  the  Securities  Act  upon  being  notified  by  a  selling
shareholder  that  any  material  arrangement  has  been  entered  into  with  a
broker-dealer  or financial  institution  for the sale of shares through a block
trade,  special or  underwritten  offering,  exchange  distribution or secondary
distribution or a purchase by a broker,  dealer or financial  institution.  Such
supplement  will  disclose:

     o    the  name  of  each  selling  shareholder  and  of  the  participating
          broker-dealer(s) or financial  institution(s);

     o    the number of shares involved;

     o    the price at which such shares were sold;

     o    the  commissions  paid or  discounts  or  concessions  allowed to such
          broker-dealer(s) or financial institution(s), where applicable;

     o    that such broker-dealer(s) or financial institution(s) did not conduct
          any investigation to verify the information set out or incorporated by
          reference in this reoffer prospectus; and

     o    other facts material to the transaction.

     In addition,  upon being notified by a selling  shareholder that a donee or
pledgee intends to sell more than 500 shares,  we will file a supplement to this
reoffer prospectus.

     We will not pay any of the  expense  associated  with sales by the  selling
shareholders.  The selling shareholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the shares against
certain  liabilities in connection with the offering of the shares arising under
the Securities Act of 1933.

     The selling shareholders and any underwriters,  brokers, dealers, financial
institutions or agents that  participate in the distribution of the common stock
may be deemed to be  "underwriters"  under the Securities Act, and any profit on
the  sale  of the  common  stock  by  them  and any  discounts,  commissions  or
concessions received by any such underwriters,  dealers,  financial institutions
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.

     The  selling  shareholders  and  any  other  person  participating  in  the
distribution  will be subject to the  applicable  provisions  of the  Securities
Exchange Act of 1934 and the rules and  regulations  under the Exchange Act. The
Exchange Act rules include,  without  limitation,  Regulation M, which may limit
the timing of any other person  participating in the distribution.  In addition,
Regulation M of the Exchange Act may restrict the ability of any person  engaged
in the  distribution of the common stock to engage in  market-making  activities
with respect to the particular  shares of common stock being  distributed  for a
period  of  up  to  five  business  days  prior  to  the   commencement  of  the
distribution.  This may affect the  marketability  of the shares of common stock
and the  ability of any person or entity to engage in  market-making  activities
with respect to the shares of common stock.

                                  LEGAL MATTERS

     The  validity  of the  shares of our Class A common  stock  offered by this
reoffer  prospectus  will be passed upon for  Multilink  by Allen  Matkins  Leck
Gamble  &  Mallory  LLP,  Century  City,  California.  As of the  date  of  this
prospectus,  Allen Matkins and its  affiliates own or have the right to purchase
481,800 shares of our Class A common stock.

                                     EXPERTS

     The financial statements of Multilink Technology Corporation as of December
31, 2000 and 1999,  and for each of the three years in the period ended December
31, 2000 incorporated by reference in this reoffer prospectus, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated by reference  herein,  and have been so incorporated in reliance
upon the report of Deloitte & Touche LLP given upon their  authority  as experts
in accounting and auditing.

                           INCORPORATION BY REFERENCE

     The SEC allows us to "incorporate by reference" information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents. The information incorporated by
reference is an important part of this reoffer prospectus, and information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents that have been
filed with the SEC:

     o    Final  prospectus  under Rule  424(b),  filed on June 21,  2001,  that
          contains audited financial statements for our latest fiscal year and a
          description of our Class A common stock;

     o    Registration  statement on Form 8-A, filed on October 26, 2000,  under
          Section 12 of the Securities Exchange Act of 1934;

     o    Registration  Statement  on Form S-1 (File No.  333-47376)  originally
          filed on October 5, 2000, including all amendments; and

     o    Form 8-K filed on July 24, 2001.



<PAGE>



     All documents that we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 before we file a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual,  quarterly and special reports and other  information  with
the SEC. You can read and copy any document filed by us at the Public  Reference
Room maintained by the SEC at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549.
You may request copies of these documents, upon payment of a duplicating fee, by
writing  the SEC at this  address.  Please  call the SEC at  1-800-SEC-0330  for
further information on the operation of its Public Reference Room.

     Our SEC filings are also  available  on the SEC's  website at  www.sec.gov.
That website  contains  reports,  proxy and  information  statements,  and other
information  regarding  issuers that file  electronically  with the SEC. We have
filed with the SEC a  registration  statement on Form S-8, of which this reoffer
prospectus  is a part,  under the  Securities  Act of 1933 with  respect  to the
securities  being offered.  This reoffer  prospectus does not contain all of the
information set forth in the registration statement. We have omitted information
as permitted by the rules and  regulations of the SEC.  Statements  contained in
this reoffer prospectus as to the contents of any contract or other document are
not necessarily  complete,  and in each instance we refer you to the copy of the
contract or other  document filed as an exhibit to the  registration  statement.
Each statement  made in this reoffer  prospectus is qualified in all respects by
the contents of the exhibits and schedules to the registration statement.

     We will provide to each person,  including any beneficial  owner, to whom a
prospectus is delivered,  a copy of any or all of the information  that has been
incorporated  by  reference  in  the  prospectus  but  not  delivered  with  the
prospectus. We will provide this information upon written or oral request and at
no cost  to the  requester.  Requests  for  this  information  must be made  to:
Director of Investor Relations,  Multilink  Technology  Corporation,  300 Atrium
Drive, Somerset, New Jersey 08873, (732) 537-3700.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents,  which have been filed by Multilink with the SEC,
are incorporated by reference in this registration statement:

          (a) Final prospectus  under Rule 424(b),  filed on June 21, 2001, that
contains  audited  financial  statements  for  our  latest  fiscal  year  and  a
description of our Class A common stock;

          (b)  Registration  statement  on Form 8-A,  filed on October 26, 2000,
under Section 12 of the Securities Exchange Act of 1934;

          (c)  Registration  statement on Form S-1 (No.  333-47376),  originally
filed on October 5, 2000, including all amendments; and

          (d) Form 8-K filed on July 24, 2001.

     All documents that we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 before we file a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     As of the date of this registration statement,  Allen Matkins Leck Gamble &
Mallory LLP and its affiliates own or have the right to purchase  481,800 shares
of our Class A common stock.

Item 6.  Indemnification of Directors and Officers

     Our articles of incorporation limit the personal liability of our directors
for monetary damages to the fullest extent  permitted by the California  General
Corporation  Law. Under the  California  General  Corporation  Law, a director's
liability  to a company or its  shareholders  may not be limited with respect to
the following items: (a) acts or omissions that involve  intentional  misconduct
or a  knowing  and  culpable  violation  of law,  (b) acts or  omissions  that a
director  believes to be contrary  to the best  interests  of the company or its
shareholders  or that  involve  the  absence  of good  faith on the party of the
director, (c) any transaction from which a director derived an improper personal
benefit, (d) acts or omissions that show a reckless disregard for the director's
duty to the company or its  shareholders in  circumstances in which the director
was aware,  or should have been aware,  in the ordinary  course of  performing a
director's  duties,  of a  risk  of a  serious  injury  to  the  company  or its
shareholders,  (e) acts or omissions  that  constitute  an unexcused  pattern of
inattentions that amounts to an abdication of the director's duty to the company
or its  shareholders,  (f) contracts or  transactions  between the company and a
director within the scope of Section 310 of the California  General  Corporation
Law or (g) improper  dividends,  loans and  guarantees  under Section 316 of the
California General  Corporation Law. The limitation of liability does not affect
the  availability of injunctions and other equitable  remedies  available to our
shareholders for any violation by a director of the director's fiduciary duty to
us or our shareholders.

     Our articles of incorporation  also include an authorization  for Multilink
to indemnify its "agents," as defined in Section 317 of the  California  General
Corporation Law,  through bylaw  provisions,  by agreement or otherwise,  to the
fullest extent permitted by law. Pursuant to this provision,  our bylaws provide
for indemnification of our directors,  officers and employees.  In addition,  we
may,  at our  discretion,  provide  indemnification  to persons  whom we are not
obligated to indemnify.

     Our bylaws also allow us to enter into indemnity agreements with individual
directors,  officers,  employees  and other  agents.  We have entered into these
indemnity  agreements  with all of our directors and executive  officers.  These
agreements  provide  the  maximum   indemnification   permitted  by  law.  These
agreements, together with our bylaws and articles of incorporation,  may require
us, among other things,  to (a) indemnify our directors or executives  officers,
other than for liability resulting from willful misconduct of a culpable nature,
(b) advance expenses to them as they are incurred,  provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to  indemnification,  and (c) obtain  directors'  and officers'
insurance  if  available  on  reasonable  terms.  Section 317 of the  California
General Corporation Law and our bylaws make provision for the indemnification of
officers,  directors and other corporate agents in terms  sufficiently  broad to
indemnify such persons, under certain circumstances, for liabilities,  including
reimbursement of expenses incurred, arising under the Securities Act of 1933, as
amended.

Item 7.  Exemption from Registration Claimed

     The  shares to be  offered  and sold  under  the  reoffer  prospectus  were
initially  issued by Multilink in transactions  deemed exempt from  registration
under  the  Securities  Act in  reliance  on  Rule  701  promulgated  under  the
Securities Act as offers and sales of securities pursuant to an employee benefit
plan or contract relating to compensation.

Item 8.  Exhibits

 Exhibit Number                  Exhibit
 --------------                  -------

    4.1*       Multilink 2000 Stock Incentive Plan

    4.2*       Multilink 2000 Employee Stock Purchase Plan

    5.1        Opinion of Allen Matkins Leck Gamble & Mallory LLP

   23.1        Consent of Independent Auditors

   23.2        Consent of Allen Matkins Leck Gamble & Mallory LLP
               is contained in Exhibit 5.1

   24.1        Power of Attorney (contained on the signature page of this
-----------    registration statement)

     * Incorporated herein by reference from Multilink's  Registration Statement
on Form S-1 (File No. 333-47376).



<PAGE>


Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of  prospectus  filed  with the  Securities  and
                    Exchange  Commission  pursuant  to Rule  424(b)  if,  in the
                    aggregate, the changes in volume and price represent no more
                    than a 20% change in the maximum  aggregate  offering  price
                    set forth in the "Calculation of Registration  Fee" table in
                    the effective registration statement; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities  and  Exchange  Commission  by  Multilink  pursuant  to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Multilink pursuant to the foregoing provisions, or otherwise, Multilink has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being  registered,  Multilink will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.




<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  Multilink
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Somerset,  State of New  Jersey,  on the 2nd day of
August, 2001.


                        MULTILINK TECHNOLOGY CORPORATION

                        By:  /s/ Richard N. Nottenburg
                           ------------------------------------
                           Richard N. Nottenburg
                           President and Chief Executive Officer



                                POWER OF ATTORNEY

     The undersigned directors and officers of Multilink Technology  Corporation
hereby  constitute  and appoint  Richard N.  Nottenburg and Eric M. Pillmore and
each of them,  as his true and lawful  attorneys-in-fact  and agents,  with full
power  to act  without  the  other  and with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement, and new registration statements relating to this
Form S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 2nd day of August 2001.

    Signature                                    Title
    ---------                                    -----

/s/ Richard N. Nottenburg               President, Chief Executive Officer and
-------------------------               Director (Principal Executive Officer)
Richard N. Nottenburg


/s/ Eric M. Pillmore                    Chief Financial Officer (Principal
-------------------------               Financial and Accounting Officer),
Eric M. Pillmore                        Senior Vice President and Secretary


/s/ Jens Albers                         Executive Vice President and Director
-------------------------
Jens Albers


/s/ Stephen Forrest                     Director
-------------------------
Stephen Forrest


/s/ G. Bradford Jones                   Director
-------------------------
G. Bradford Jones


/s/ John Walecka                        Director
-------------------------
John Walecka


/s/ Edward J. Zander                    Director
-------------------------
Edward J. Zander



<PAGE>



                                  EXHIBIT INDEX

Exhibit Number                                              Exhibit
--------------------------------------------------------------------------------
   4.1*        Multilink 2000 Stock Incentive Plan

   4.2*        Multilink 2000 Employee Stock Purchase Plan

   5.1         Opinion of Allen Matkins Leck Gamble & Mallory LLP

   23.1        Consent of Independent Auditors

   23.2        Consent of Allen Matkins Leck Gamble & Mallory LLP is
               contained in Exhibit 5.1

   24.1        Power of Attorney (contained on the signature page of this
-----------    registration statement

*   Incorporated by reference from Multilink's Registration Statement on Form
    S-1 (File No. 333-47376).
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 89322}]
{"company-data": {"conformed-name": "MULTILINK TECHNOLOGY CORP", "cik": "0001114068", "assigned-sic": "3674", "irs-number": "954522566", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66588", "film-number": "1696313"}, "business-address": {"street1": "300 ATRIUM DR", "street2": "2ND FLR", "city": "SOMERSET", "state": "NJ", "zip": "08873", "phone": "7325373700"}, "mail-address": {"street1": "300 ATRIUM DR", "city": "SOMERSET", "state": "NJ", "zip": "08873"}}
As filed with the Securities and Exchange Commission on August 2, 2001
                                                 Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                        MULTILINK TECHNOLOGY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 California                                    95-4522566
       (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                    Identification Number)

                           300 Atrium Drive, 2nd Floor
                           Somerset, New Jersey 08873
                      (Address principal executive offices)

           Multilink Technology Corporation 2000 Stock Incentive Plan
       Multilink Technology Corporation 2000 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                              Richard N. Nottenburg
                       President, Chief Executive Officer
                           300 Atrium Drive, 2nd Floor
                           Somerset, New Jersey 08873
                     (Name and Address of Agent for Service)

                                 (732) 537-3700
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 Mark J. Kelson
                     Allen Matkins Leck Gamble & Mallory LLP
                      1901 Avenue of the Stars, Suite 1800
                          Los Angeles, California 90067
                                 (310) 788-2400
CALCULATION OF REGISTRATION FEE

======================================= ===================== ===================== ====================== =====================
                                                                Proposed Maximum      Proposed Maximum
        Title of Each Class of              Amount to be       Offering Price Per    Aggregate Offering         Amount of
     Securities to be Registered           Registered (1)           Share(2)                Price            Registration Fee
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
2000 Stock Incentive Plan                42,046,117 shares          $2.0595            $86,593,995.25           $21,648.50
Class A Common Stock, $0.0001 par
value
(currently outstanding options)
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
2000 Stock Incentive Plan
Class A Common Stock, $0.0001 par
value                                     6,834,323 shares          $13.595            $92,912,621.18           $23,228.16
(options available for future grant)
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
Shares issued pursuant to
2000 Stock Incentive Plan
Class A Common Stock, $0.0001 par          182,593 shares           $13.595             $2,482,351.84            $620.59
value
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
2000 Employee Stock Purchase Plan
Class A Common Stock, $0.0001 par
value                                     2,071,652 shares          $13.595            $28,164,108.94           $7,041.03
(shares available for future grant)
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
                              TOTAL      51,134,685 shares                            $210,153,077.21          $52,538.28
======================================= ===================== ===================== ====================== =====================
(1)       This registration statement also covers an indeterminate number of
          shares which may be issuable by reason of any stock dividend, stock
          split, recapitalization or other similar transaction, in accordance
          with Rule 416.

(2)       The proposed maximum offering price per share is estimated solely for
          the purpose of computing the amount of the registration fee under Rule
          457(c) and (h). With respect to the 42,046,117 shares underlying
          outstanding stock options under the 2000 Stock Incentive Plan, the
          proposed maximum offering price per share is based on the weighted
          average exercise price of $2.06 per share. With respect to the
          6,834,323 shares reserved for future issuance under the 2000 Stock
          Incentive Plan, the 182,593 shares that have been issued under the
          2000 Stock Incentive Plan and the 2,071,652 shares that have been
          reserved for issuance under the 2000 Employee Stock Purchase Plan, the
          proposed maximum offering price per share is based on the average of
          the high and low sale price of $13.595 per share of Multilink's Class
          A common stock reported on the Nasdaq Stock Market on July 26, 2001.
EXPLANATORY NOTE

          This registration statement registers (1) shares of Class A common
stock of Multilink Technology Corporation that may be issued upon the exercise
of options that have been or may be granted under the 2000 Stock Incentive Plan
and shares that may be issued under the 2000 Employee Stock Purchase Plan, and
(2) resales of shares of Class A common stock that have been issued under the
2000 Stock Incentive Plan.

          This registration statement contains two parts. The first part
contains a reoffer prospectus prepared in accordance with Part I of Form S-3.
The second part contains information required in the registration statement
under Part II of Form S-8. The plan information specified by Part I of Form S-8
is not being filed with the Securities and Exchange Commission as permitted by
the Note in Part I of Form S-8. This plan information, the statement of
availability of registrant information and any other information required by
Item 2 of Form S-8 will be sent or given to participants of the employee benefit
plans as specified by Rule 428 under the Securities Act of 1933.
MULTILINK TECHNOLOGY CORPORATION

                              Class A Common Stock

                                 182,593 Shares

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

                               REOFFER PROSPECTUS

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

     Selling shareholders of our company may from time to time offer and sell up
to an  aggregate  of  182,593  shares of our Class A Common  Stock to the public
under this reoffer  prospectus.  The selling  shareholders are current or former
employees and directors of Multilink who acquired their shares of Class A common
stock under our employee  benefit plans prior to the filing of the  registration
statement of which this reoffer prospectus is a part.

     The prices at which the  selling  shareholders  may sell the shares will be
determined  by the  prevailing  market  price for the  shares  or in  negotiated
transactions. We will not receive any proceeds from the sale of the shares.

     Our Class A common stock is quoted on the Nasdaq  National Market under the
symbol "MLTC".

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

     INVESTING IN OUR CLASS A COMMON STOCK  INVOLVES  RISKS.  SEE "RISK FACTORS"
BEGINNING ON PAGE 2.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER  PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

                  The date of this prospectus is August 2, 2001
TABLE OF CONTENTS

THE COMPANY...................................................................1

RISK FACTORS .................................................................2

FORWARD-LOOKING STATEMENTS ..................................................13

USE OF PROCEEDS..............................................................13

DILUTION ....................................................................13

SELLING SHAREHOLDERS ........................................................14

PLAN OF DISTRIBUTION ........................................................14

LEGAL MATTERS ...............................................................16

EXPERTS .....................................................................16

INCORPORATION BY REFERENCE ..................................................16

WHERE YOU CAN FIND ADDITIONAL INFORMATION ...................................17

     YOU  SHOULD  RELY  ONLY  ON  THE  INFORMATION  CONTAINED  IN  THIS  REOFFER
PROSPECTUS  OR TO ANY  SUPPLEMENT  TO WHICH WE HAVE  REFERRED  YOU.  WE HAVE NOT
AUTHORIZED  ANYONE TO  PROVIDE  YOU WITH  INFORMATION  THAT IS  DIFFERENT.  THIS
DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. YOU SHOULD
ASSUME THAT THE  INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY AS OF THE DATE OF
THIS DOCUMENT.
THE COMPANY

     We design,  develop and market advanced  integrated  circuits,  modules and
higher-level  assemblies that enable next generation optical networking systems.
Our  products  address  the  markets for DWDM and  SONET/SDH  optical  transport
equipment.  We focus exclusively on the fastest commercially available speeds of
OC-192, or 10 gigabits, or billions of bits per second, or higher and are in the
early stages of developing  products designed to address future systems that may
operate at speeds of OC-768,  or 40 gigabits per second.  We seek to be first to
develop innovative components that allow communications  equipment  manufactures
to rapidly build and deliver high  performance  fiber optic systems more quickly
and with more functionality and greater performance than their competitors.

     We are  organized and existing  under the laws of the State of  California.
Our  principal  executive  offices are located at 300 Atrium  Drive,  2nd Floor,
Somerset, New Jersey 08873 and our telephone number is (732) 537-3700. Our World
Wide Web address is www.mltc.com.  Information  contained in our Web site is not
incorporated  by  reference  into this  reoffer  prospectus,  and you should not
consider information in our Web site as part of this reoffer prospectus.
RISK FACTORS

     This offering and any investment in our Class A Common Stock involve a high
degree of risk. You should carefully  consider the risks described below and all
other  information in this prospectus  before  deciding  whether to purchase our
Class A Common Stock.

Our quarterly revenues and operating results have fluctuated in the past and may
continue to  fluctuate  because of a number of  factors,  any one of which could
adversely affect our stock price.

     Our quarterly  revenues and operating  results have  fluctuated in the past
and may  continue  to  fluctuate  significantly  from  quarter to quarter in the
future. It is possible that in future periods our revenues and operating results
could fall below the  expectations  of securities  analysts or investors,  which
could cause the market price of our Class A Common Stock to decline. Some of the
factors that affect our quarterly revenues and operating results,  but which are
difficult  to  control  or  predict  are:

     o    the reduction,  rescheduling  or  cancellation of orders by any of our
          customers or prospective  customers;

     o    fluctuations in manufacturing yields and inventory levels;

     o    the availability of external foundry capacity, purchased parts and raw
          materials;

     o    our ability to introduce  new products  and  technologies  on a timely
          basis;

     o    the  announcement or introduction of new products and  technologies by
          our competitors;

     o    competitive pressures on selling prices;

     o    the amounts and timing of costs associated with warranties and product
          returns;

     o    the amounts and timing of investments in research and development;

     o    market acceptance of our products and of our customers' products;

     o    the ability of our  customers  to obtain  components  from their other
          suppliers;

     o    costs  associated  with  acquisitions  and the integration of acquired
          operations;

     o    general communications and semiconductor industry conditions; and

     o    general economic conditions.

A few customers account for a majority of our sales, and the loss of one or more
key customers could significantly reduce our revenues and any profits.

     Historically,  a relatively  small number of customers  has accounted for a
majority  of  our   revenues.   Our  three  largest   customers   accounted  for
approximately 73% of our revenues for the six months ended June 30, 2001, 73% of
our  revenues in 2000 and 74% of our revenues in 1999.  Our top three  customers
for the six  months  ended  June 30,  2001  were  Alcatel,  TyCom  and  Marconi,
representing approximately 39%, 23% and 11% of our revenues,  respectively.  Our
top three  customers  in 2000  were  Lucent,  Alcatel  and  Cisco,  representing
approximately  34%,  28% and 11% of our  revenues,  respectively.  Our top three
customers in 1999 were  Lucent,  Alcatel and TyCom,  representing  approximately
36%, 20% and 18% of our revenues,  respectively.  We anticipate  that relatively
few  customers  will  continue  to  account  for a  significant  portion  of our
revenues.  A  reduction,  delay  or  cancellation  of  orders  from  one or more
significant  customers  or the loss of one or more key  customers  in any period
could significantly reduce our revenues and any profits.

We have incurred net losses in the past and may incur net losses in the future.

     We incurred net losses of $0.8 million in 1997 and $1.5 million in 1998. We
had net income of $24,540 in 1999. We had net losses of $3.7 million in 2000 and
$5.3 million for the six months  ended June 30,  2001.  We expect to continue to
incur  amortization of deferred stock  compensation and to increase our expenses
for research and development in the next few years. Consequently, our ability to
achieve and maintain  profitability  would be materially  affected if we fail to
significantly increase our revenues.

Failure to effectively manage our anticipated growth and expansion could place a
significant  strain  on our  limited  personnel  and other  resources  and could
adversely affect our business and operating results.

     We have grown  rapidly in the last year and expect to  continue  to grow in
future  periods.  Our  current  organizational  structure  and  systems  are not
adequate  for  our  expected  growth  plans.   To  manage  expanded   operations
effectively,  we  must  continue  to  improve  our  operational,  financial  and
management  systems  and  successfully  hire,  train,  motivate  and  manage our
employees.  We also plan to expand our general  administration  capabilities  to
address the  increased  reporting  and other  administrative  demands  that will
result from our becoming a public  company.  In addition,  the  expansion of our
manufacturing  requirements and our ability to outsource our manufacturing needs
in the future will require  significant  additional  management,  technical  and
administrative  resources.  We  cannot  be  certain  that  we  will  be  able to
effectively manage our growth.

Our  future  success  depends  on the  continued  service  of  our  engineering,
technical and key  management  personnel  and our ability to identify,  hire and
retain additional engineering,  technical and key management personnel,  and our
failure  to hire and retain  such  personnel  would be  harmful  to our  ongoing
operations and business prospects.

     There is intense  competition  for  qualified  personnel  in our  industry,
particularly for engineers and senior level management. Loss of the services of,
or failure to recruit, engineers or other technical and key management personnel
could be  significantly  detrimental  to our  product  and  process  development
programs and adversely affect our business and operating results.  We may not be
able to continue to attract and retain  engineers or other  qualified  personnel
necessary  for the  development  of our  products  and  business  or to  replace
engineers  or other  qualified  personnel  who may leave us in the  future.  Our
anticipated  growth is expected to place increased  demands on our resources and
likely will require the addition of new management personnel.

Our  future  success  depends  in  part  on the  continued  service  of our  key
executives,  and the loss of any of these key executives  could adversely affect
our business and operating results.

     Our success  depends in part upon the  continued  service of our  executive
officers, particularly Dr. Richard N. Nottenburg, our President, Chief Executive
Officer and  Co-Chairman of the Board,  and Dr. Jens Albers,  our Executive Vice
President and  Co-Chairman of the Board.  Neither Dr.  Nottenburg nor Dr. Albers
has an employment or  non-competition  agreement  with us. The loss of either of
these  key  individuals  would be  detrimental  to our  ongoing  operations  and
prospects.

Several of our key personnel are relatively new and must be integrated  into our
organization.  Our failure to integrate these individuals could adversely affect
our business.

     Several  of our key  personnel  have  recently  joined  us,  including  Ron
Krisanda,  our Senior Vice  President of  Operations,  who joined us in November
2000 and Craig S. Lewis,  our Senior Vice  President of Sales,  who joined us in
January 2001. Therefore, there has been little or no opportunity to evaluate the
effectiveness  of our executive  management  team as a combined unit. Our future
performance  will depend in part on our ability to  successfully  integrate  our
newly hired executive  officers and key personnel into our management  team, and
our ability to develop an effective working relationship among management.

We sell  substantially all of our products based on individual  purchase orders,
and we  cannot  predict  the  size or  timing  of our  orders.  Our  failure  to
effectively  plan  production  levels and inventory  could  materially  harm our
business and operating results.

     We sell  substantially  all of our products  based on  individual  purchase
orders,  rather than long-term  contracts.  As a result, our customers generally
can  cancel  or  reschedule  orders on short  notice  and are not  obligated  to
purchase  a  specified  quantity  of any  product.  For  example,  we  have  had
significant order  cancellations in the first half of 2001. We cannot assure you
that our existing  customers  will continue to place orders with us, that orders
by existing  customers will be repeated at current or historical  levels or that
we will be able to obtain orders from new customers. We cannot predict the size,
timing or terms of incoming purchase orders; therefore,  decreases in the number
or size of orders  or the  development  of  customer  orders  with new terms may
adversely affect our business and operating results.

     Because we do not have  substantial  noncancellable  backlog,  we typically
plan our production and inventory levels based on internal forecasts of customer
demand  that  are  highly  unpredictable  and can  fluctuate  substantially.  In
anticipation  of long lead times to obtain certain  inventory and materials,  we
order materials in advance of anticipated  customer sales. This advance ordering
might result in excess inventory levels or unanticipated  inventory  write-downs
if our customers cancel orders or change the specifications for their orders. If
we are unable to plan inventory and production levels effectively,  our business
and operating results could be materially harmed.

We will lose  significant  customer sales and may not be successful if customers
and prospective  customers do not qualify our products to be designed into their
systems.

     Because our products  must  function as part of a larger system or network,
our customers often undertake extensive qualification processes prior to placing
large product orders. Once communications  equipment manufacturers decide to use
a particular supplier's products or components,  they incorporate those products
or  components  into  their  system  design,  which  are  known as  design-wins.
Suppliers  who fail to achieve  design-wins  are unlikely to make sales to those
customers  for  particular  projects  until  at least  the  adoption  of  future
redesigned  systems.  Even then,  many companies may be reluctant to incorporate
entirely  new  products  into their new system  designs,  as this could  involve
significant  additional  redesign efforts.  If we fail to achieve design-wins we
will lose the opportunity for significant sales to those customers for a lengthy
period of time. Although a design-win increases the likelihood that our products
will be incorporated into the systems of our customers or prospective customers,
it does not obligate that customer or prospective customer to purchase specified
quantities of our products.

Our products are incorporated  into  sophisticated  systems,  and defects may be
discovered only after full deployment, which could seriously harm our business.

     Our  products  are  complex  and  are  designed  to be  deployed  in  large
quantities across sophisticated networks. Because of the nature of our products,
they can only be fully tested when  completely  deployed in large  networks with
high amounts of traffic.  Our  customers  may discover  errors or defects in our
products,  or our  products  may not operate as  expected,  after they have been
fully deployed.  If our products have defects or do not operate as expected,  we
could  experience:

     o    loss of, or delay in, revenues and loss of market share;

     o    loss of existing customers;

     o    failure to attract new customers or achieve market  acceptance for our
          products;

     o    diversion of development resources;

     o    increased service and warranty costs;

     o    legal actions by our customers;

     o    increased insurance costs; and

     o    damage to our reputation and customer relationships.

     The occurrence of any of these  problems could  seriously harm our business
and result in decreased  revenues and  increased  operating  expenses.  Defects,
integration issues or other performance problems in our products could result in
financial or other  damages to our customers or could  negatively  affect market
acceptance for our products.

We  compete in highly  competitive  markets,  against  competitors  with  longer
operating  histories,  greater  name  recognition,  greater  resources or larger
market  capitalizations.  Our  failure  to  compete  effectively  would harm our
business.

     The  markets in which we compete  are highly  competitive.  Our  ability to
compete successfully in our markets depends on a number of factors, including:

     o    product time-to-market;

     o    product performance;

     o    product price;

     o    product quality; product reliability;

     o    success  in  designing  and  subcontracting  the  manufacture  of  new
          products that implement new technologies;

     o    market acceptance of our competitors' products;

     o    efficiency of production;  expansion of production of our products for
          particular systems manufacturers; and

     o    customer support and reputation.

     We compete primarily against Agere, Applied Micro Circuits,  Conexant, Giga
(acquired by Intel),  Infineon,  JDS Uniphase,  Maxim, Nortel  (microelectronics
division),  NTT  Electronics,  Philips,  PMC-Sierra  and  Vitesse.  Many  of our
competitors  operate their own fabrication  facilities and have longer operating
histories  and a greater  presence in key  markets,  greater  name  recognition,
access to larger customer bases and significantly  greater financial,  sales and
marketing,  distribution,  technical  and  other  resources.  As a  result,  our
competitors  may be able to adapt more quickly to new or emerging  technologies,
changes in customer  requirements  or devote greater  resources to the promotion
and  sale  of  their  products.   In  addition,   our  competitors  may  develop
technologies   that  more  effectively   address  the  transmission  of  digital
information  through existing analog  infrastructures  at a lower cost,  thereby
rendering  our  products  obsolete.  Our  competitors  that  have  large  market
capitalizations  or cash  reserves  are also  better  positioned  than we are to
acquire other companies,  thereby obtaining new technologies or products. Any of
these acquisitions  could give our competitors a strategic  advantage that could
adversely affect our business, financial condition and results of operations.

     Current  and  potential  competitors  have  established  or  may  establish
financial  or  strategic  relationships  among  themselves  or with  existing or
potential  customers,  resellers  or other  third  parties.  Accordingly,  it is
possible that new  competitors or alliances  forged by competitors  could emerge
and rapidly acquire significant market share.

We must incur substantial research and development  expenses.  If we do not have
sufficient  resources to invest in research and development,  our business could
be seriously harmed.

     In  order to  remain  competitive,  we must  continue  to make  substantial
investments in research and development to develop new and enhanced products. We
cannot  assure  you that we will  have  sufficient  resources  to  invest in the
development  of new and enhanced  technologies  and  competitive  products.  Our
failure to continue to make  sufficient  investments in research and development
programs  could  significantly  reduce our revenue growth and harm our business.
Additionally,  our products have a short life cycle;  therefore, we have limited
time to capitalize  upon our research and  development  investments and generate
revenues.  We cannot  assure you that our research and  development  investments
will result in revenues in excess of our expenses,  if at all, or will result in
any commercially accepted products.

We incur research and development expenses in advance of obtaining access to the
required  technology,  and as a result,  these investments may not result in the
production of any marketable products.

     We often  incur  substantial  research  and  development  expenses  for the
development of products  incorporating  emerging process  technologies.  We make
these  substantial  investments in the product design stage and prior to gaining
access to these  process  technologies.  Failure to gain access to these process
technologies could prevent our products'  development and  commercialization and
materially harm our business.

We may not be able to effectively compete with IBM for sales of products that we
jointly develop.

     We have a joint development agreement with International Business Machines,
or IBM,  pursuant to which we jointly develop  integrated  circuits.  Under this
agreement,  both  parties  can  sell our  jointly  developed  products  to third
parties.  Because IBM is a larger company,  with a longer operating  history and
substantially greater resources,  it may be able to attract more customers,  and
we may not have the opportunity to sell the jointly developed  products to those
customers.

We may need to make  acquisitions in order to remain  competitive in our market.
Our business or the value of your  investment  could be adversely  affected as a
result of any potential acquisitions.

     To compete  effectively,  we may find it  necessary  to acquire  additional
businesses,  products or technologies. If we identify an appropriate acquisition
candidate,  we may  not be  able  to  negotiate  the  terms  of the  acquisition
successfully,  finance the  acquisition  or  effectively  integrate the acquired
business,  products,  technologies  or personnel into our existing  business and
operations.  Further,  completing a potential  acquisition  and  integrating  an
acquired  business will cause  significant  diversions of management's  time and
resources.  If we consummate one or more  significant  acquisitions in which the
consideration  consists  of  stock  or  other  securities,  the  value  of  your
investment in our company could be significantly  diluted. If we were to proceed
with one or more significant  acquisitions in which the  consideration  included
cash, we could be required to use a substantial  portion of our available  cash,
including  proceeds from our initial public  offering in June 2001. In addition,
we may be required  to  amortize  significant  amounts of  intangible  assets in
connection  with  future  acquisitions,  which  could  significantly  reduce our
operating and net income.

Our operating results are subject to fluctuations because of sales to foreign
customers.

     International sales accounted for approximately 37% of our revenues for the
six months ended June 30, 2001, 27% of our revenues in 2000 and 16% of our
revenues in 1999. International sales may continue to account for a significant
portion of our revenues, and as a result, we will be subject to certain risks
associated with international sales, including:

     o    changes in regulatory requirements;

     o    increases in tariffs and other trade barriers;

     o    timing and availability of export licenses;

     o    political and economic instability;

     o    difficulties in accounts receivable collections;

     o    difficulties  in staffing and managing  foreign  subsidiary and branch
          operations;

     o    difficulties in managing distributors;

     o    difficulties in obtaining  governmental  approvals for  communications
          and other products;

     o    foreign currency exchange fluctuations;

     o    the burden of complying  with a wide  variety of complex  foreign laws
          and treaties; and

     o    potentially adverse tax consequences.

     We are subject to the risks  associated  with the imposition of legislation
and regulations relating to the import or export of high technology products. We
cannot predict  whether quotas,  duties,  taxes or other charges or restrictions
upon the  importation  or exportation of our products will be implemented by the
United  States or other  countries.  Some of our  customer  purchase  orders and
agreements  are governed by foreign laws,  which may differ  significantly  from
U.S.  laws.  Therefore,  we may be limited in our  ability to enforce our rights
under these agreements and to collect damages, if awarded.

     Because sales of our products are denominated in U.S. dollars, increases in
the value of the U.S.  dollar  could  increase the price of our products so that
they become more  expensive to  customers in the local  currency of a particular
country,  leading to a reduction  in sales and  profitability  in that  country.
Future   international   activity  may  result  in  increased  foreign  currency
denominated  sales.  Gains  and  losses on the  conversion  to U.S.  dollars  of
accounts receivable,  accounts payable and other monetary assets and liabilities
arising from  international  operations  may contribute to  fluctuations  in our
results of operations.

If we become subject to unfair hiring claims,  we could incur  substantial costs
in defending  ourselves,  or our  management's  attention could be diverted away
from our operations.

     Companies in our industry often hire individuals formerly employed by their
competitors.  In such cases, these competitors  frequently claim that the hiring
company has engaged in unfair hiring practices.  We have received claims of this
kind in the past from our competitors, and we cannot assure you that we will not
receive  claims of this kind in the future or that those  claims will not result
in material litigation.  We could incur substantial costs in defending ourselves
or our employees against such claims, regardless of the merits of the claims. In
addition, defending ourselves from such claims could divert the attention of our
management away from our operations.

Our  dependence  on  TRW  and  other   third-party   manufacturing   and  supply
relationships  could  negatively  impact  the  production  of our  products  and
significantly harm our business.

     We do  not  own or  operate  manufacturing  facilities  necessary  for  the
production of most of our products. We rely on several outside foundries for the
manufacture and assembly of most of our products, and we expect this to continue
for  the  foreseeable  future.  Our  mixed-signal  products,  which  comprise  a
significant portion of our current revenues, are based predominantly on GaAs HBT
wafers  supplied by TRW.  GaAs HBT is an  advanced  process  technology  used to
manufacture  a  semiconductor  device  that  allows a bipolar  transistor  to be
fabricated on a GaAs material. TRW is our sole supplier of these wafers. We have
a wafer supply  agreement with TRW,  under which we do not have the  contractual
right to obtain all the GaAs HBT wafers we require for the current production of
our mixed-signal  products.  Finding  alternative  sources for these wafers will
result in substantial  delays in production and  additional  costs.  To date, we
have no other wafer supply agreements with our other suppliers.

     Our dependence upon third parties that  manufacture,  assemble,  package or
supply components for our products may result in:

     o    lack of assured  semiconductor  wafer supply and reduced  control over
          delivery schedules and quality;

     o    the  unavailability  of, or delays in obtaining access to, key process
          technologies;

     o    limited control over manufacturing yields and quality assurance;

     o    inadequate capacity during periods of excess demand;

     o    inadequate allocation of production capacity to meet our needs;

     o    increased costs of materials or manufacturing services;

     o    difficulties selecting and integrating new subcontractors;

     o    limited warranties on wafers or products supplied to us;

     o    inability to take advantage of price reductions; and

     o    misappropriation of our intellectual property.

Any one of these factors could adversely affect our business.

     While we believe we have good  relations  with our  outside  foundries  and
suppliers, we cannot be certain that we will be able to maintain these favorable
relations.  Additionally,  because  there is a limited  number of foundries  and
suppliers  that  can  produce  our  products,   establishing  relationships  and
increasing  production with new outside foundries takes a considerable amount of
time. Thus, there is no readily available  alternative  source of supply for our
production needs. A manufacturing  disruption,  such as a raw material shortage,
experienced  by TRW or any of our other outside  foundries  and suppliers  could
impact the production of some of our products for a substantial  period of time.
Our outside  foundries'  and suppliers'  inability to increase their  production
capacity or to continue to allocate capacity to manufacture our components could
also limit our ability to grow our business.

We may face production  delays if the  subcontractors  we use to manufacture our
wafers or products  discontinue the  manufacturing  processes needed to meet our
demands or fail to advance the process  technologies  needed to manufacture  our
products.

     Our wafer and product  requirements  represent a small portion of the total
production of the  third-party  foundries that  manufacture  our products.  As a
result, we are subject to the risk that our external  foundries may not continue
to devote resources to the continued  development and improvement of the process
technologies on which the  manufacturing  of our products are based.  This could
increase our costs and harm our ability to deliver our products on time.

Our operating results  substantially  depend on manufacturing output and yields,
which may not meet expectations.

     Manufacturing  semiconductors  requires manufacturing tools that are unique
to each  product  produced.  If one of these unique  manufacturing  tools of our
outside foundries were damaged or destroyed, then the ability of these foundries
to  manufacture  the related  product  would be impaired and our business  would
suffer.  In addition,  our  manufacturing  yields decline whenever a substantial
percentage of wafers must be rejected or significant  portions of each wafer are
nonfunctional.  Such  declines can be caused by many factors,  including  minute
levels of contaminants in the manufacturing  environment,  design imperfections,
defects  in masks  used to print  circuits  on a wafer and  difficulties  in the
fabrication process. Many of these problems are difficult to diagnose,  are time
consuming and expensive to remedy and can result in shipment delays.

     Difficulties  associated with adapting our technology and product design to
the proprietary process technology and design rules of our outside foundries can
lead to  reduced  yields.  Since low yields may  result  from  either  design or
process technology failures, yield problems may not be effectively determined or
resolved until an actual  product  exists that can he analyzed and tested.  As a
result,  yield  problems may not be  identified  until well into the  production
process,  and  resolution  of yield  problems  may require  cooperation  between
ourselves and our manufacturers.  In some cases this risk could be compounded by
the offshore  location of some of our  manufacturers,  increasing the effort and
time required to identify, communicate and resolve manufacturing yield problems.
Manufacturing  defects  that we do not  discover  during  the  manufacturing  or
testing process may lead to costly product  recalls.  Difficulties in diagnosing
and solving the complicated problems of assembling these types of semiconductors
could also reduce our yields.

If we are unable to commit to deliver  sufficient  quantities of our products to
satisfy our customers'  needs,  it may be difficult for us to attract new orders
and customers or we may lose current orders and customers.

     Our  customers  typically  require  that we  commit  to  provide  specified
quantities  of products over a given period of time. We may be unable to deliver
sufficient  quantities of our products for any of the following  reasons:

     o    our reliance on third-party manufacturers;

     o    our limited infrastructure, including personnel and systems;

     o    the limited availability of raw materials; and

     o    competing customer demands.

If we are unable to commit to deliver  sufficient  quantities of our products to
satisfy  a  customer's  anticipated  needs,  we  may  lose  the  order  and  the
opportunity for significant  sales to that customer and may be unable to attract
new orders and customers.

Our business depends on the continued availability of raw materials and advanced
process  technologies at reasonable prices. If adequate amounts of raw materials
or advanced process technologies are unavailable, our operating results would be
adversely affected.

     Highly  specialized  raw materials and advanced  process  technologies  are
needed for the production of our products.  In some cases, there are only two or
three  suppliers of such materials and  technologies  in the world. We depend on
the continued  availability  of these  materials and  technologies at reasonable
prices.  We may not be able to fulfill customer  purchase requests if there is a
substantial  increase  in the  price  for  these  materials  or if  our  outside
suppliers cannot provide adequate quantities of raw materials for the production
of our products.  This may result in decreased revenues and adversely affect our
operating results.

Slow  growth  in  the  build-out  of  the   communications   infrastructure  and
uncertainties  in network service  providers'  purchasing  programs,  as well as
consolidation in the network service provider industry, may adversely affect our
future business and operating results.

     Our business prospects depend  substantially on the continued  build-out of
the  communications  infrastructure.  A number of network service providers have
recently  announced plans to curtail the level of their capital  expenditures on
their infrastructure build-out,  which could significantly reduce the demand for
our products by communications equipment manufacturers. This recent slowdown has
caused our revenues and backlog to grow less rapidly than they  otherwise  would
have.  In  addition,   network  service  providers  typically  purchase  network
equipment  pursuant  to  multi-year  purchasing  programs  that may  increase or
decrease  annually as the providers adjust their capital  equipment  budgets and
purchasing priorities.  Network service providers' curtailment or termination of
purchasing  programs or decreases in capital budgets,  including with respect to
undersea cable  transmission  systems which constitute a significant  portion of
our sales,  could  materially  and  adversely  affect our revenue  and  business
prospects.  This is particularly true if significant and unanticipated by us and
our communications equipment manufacturer customers. Additionally, consolidation
among network service providers may cause delays in the purchase of our products
and a  reexamination  of strategic  and  purchasing  decisions by these  network
service  providers  and  our  current  and  potential  communications  equipment
manufacturer customers, which could harm our business and financial condition.

The markets we serve are subject to rapid  technological  change,  and if we are
unable to develop and introduce new products, our revenues could stop growing or
could decline.

     The  markets we serve  frequently  undergo  transitions  in which  products
rapidly  incorporate new features and performance  standards on an industry-wide
basis.  Products  for  communications  applications,  as well as for  high-speed
computing applications,  are based on continually evolving industry standards. A
significant  portion of our revenues in recent periods has been, and is expected
to continue to be, derived from sales of products based on existing transmission
standards.  However,  our  ability to compete in the future  will  depend on our
ability to identify and ensure compliance with evolving industry standards.

     The  emergence  of  new  industry   standards  could  render  our  products
incompatible  with  products   developed  by  major   communications   equipment
manufacturers.  If our  products  are unable to support  the new  features,  the
enhanced  integration  of  functions  or  the  performance  levels  required  by
communications  equipment  manufacturers in these markets,  we would likely lose
business from an existing or potential customer. Moreover, we would not have the
opportunity  to  compete  for new  business  until the next  product  transition
occurs. As a result, we could be required to invest  significant time and effort
and to incur  significant  expense to redesign our products to ensure compliance
with relevant  standards.  If our products are not in compliance with prevailing
industry standards for a significant period of time, we could miss opportunities
to achieve crucial design-wins.

     Moreover,  to  improve  the   cost-effectiveness  and  performance  of  our
products,  we may be  required  to  transition  one or more of our  products  to
process technologies with smaller components,  other materials or higher speeds.
We may not be able to improve our process  technologies and develop or otherwise
gain access to new process technologies in a timely or cost-effective manner. We
could record expenses or charges associated with such a transition. For example,
we wrote off $4.3 million of our inventory in the first  quarter of 2001,  which
resulted  from a transition  from certain GaAs  products to SiGe products and an
order cancellation, reducing our gross profit.

     These risks may lead to increased  costs or delay product  delivery,  which
would harm our  profitability  and  customer  relationships.  Consequently,  our
revenues could be significantly  reduced for a substantial  period if we fail to
develop  products  with  required  features  or  performance  standards,  if  we
experience a delay as short as a few months in bringing a new product to market,
or if our customers fail to achieve market acceptance of their products.

We operate in the highly cyclical  semiconductor  industry, and any downturns in
the industry could  materially  and adversely  affect our business and operating
results.

     The semiconductor industry has experienced significant downturns,  often in
connection  with,  or in  anticipation  of,  maturing  product  cycles  (of both
semiconductor  companies' and their customers' products) and declines in general
economic  conditions.  These  downturns  have been  characterized  by diminished
product demand,  production overcapacity,  high inventory levels and accelerated
erosion of average  selling prices.  Any future  downturns could have a material
adverse  effect on the growth of our business and  revenues.  From time to time,
the semiconductor  industry also has experienced periods of increased demand and
production capacity constraints. We may experience substantial changes in future
operating  results due to general  semiconductor  industry  conditions,  general
economic conditions and other factors.

Necessary  licenses of third-party  technology may not be available to us or may
be prohibitively expensive,  which could adversely affect our ability to produce
and sell our products.

     From time to time we may be  required  to  license  technology  from  third
parties to develop new products or product  enhancements.  We cannot  assure you
that  third-party  licenses will be available to us on  commercially  reasonable
terms,  if at all. Our inability to obtain any third-party  license  required to
develop  new  products  and  product  enhancements  could  require  us to obtain
substitute  technology of lower quality or  performance  standards or at greater
cost,  if at all,  any of which  could  seriously  harm our  ability to sell our
products.

Our failure to protect our  intellectual  property  adequately  could  adversely
affect our business.

     Our intellectual property is critical to our ability to successfully design
products for the optical  networking  systems market. We currently have one U.S.
patent issued and four U.S. patent  applications  pending.  We cannot assure you
that  our  pending  patent  applications  or any  future  applications  will  be
approved.  Further, we cannot assure you that any issued patents will provide us
with competitive  advantages or will not be challenged by third parties, or that
if challenged, will be found to be valid or enforceable. Additionally, we cannot
assure  you that the  patents of others  will not have an adverse  effect on our
ability to do business.  Furthermore,  others may independently  develop similar
products or processes,  duplicate our products or processes or design around any
patents that may be issued to us.

     We rely on the combination of maskwork  protection under the  Semiconductor
Chip Protection Act of 1984, trademarks, copyrights, trade secrets, employee and
third-party  nondisclosure  agreements and licensing arrangements to protect our
intellectual  property.  Despite these efforts, we cannot be certain that others
will not independently develop substantially equivalent intellectual property or
otherwise  gain  access  to  our   intellectual   property,   or  disclose  such
intellectual  property,  or that we can  meaningfully  protect our  intellectual
property.

We could be harmed by litigation involving patents and proprietary rights.

     The  semiconductor  industry is  characterized  by  substantial  litigation
regarding patent and other  intellectual  property rights.  We may be accused of
infringing upon the intellectual property rights of third parties. Additionally,
we  have   indemnification   obligations   to  our  customers  with  respect  to
intellectual  property  infringement claims by third parties.  Such intellectual
property  infringement claims by third parties or indemnification  claims by our
customers could harm our business.

     Any  litigation  relating  to the  intellectual  property  rights  of third
parties,  whether or not  determined  in our favor or  settled  by us,  could be
costly  and could  divert  the  efforts  and  attention  of our  management  and
technical  personnel.  In the event of any adverse ruling in any litigation,  we
could be required to:

     o    pay substantial damages;

     o    cease the manufacturing, use and sale of certain products;

     o    discontinue the use of certain process technologies; and

     o    obtain a license from the  third-party  claiming  infringement,  which
          might not be available on reasonable terms, if at all.

The   communications   industry  is  subject  to  U.S.  and  foreign  government
regulations  that could harm our  business.  Our  failure to timely  comply with
regulatory  requirements,  or obtain and maintain  regulatory  approvals,  could
materially harm our business.

     The Federal  Communications  Commission,  or FCC, has jurisdiction over the
entire  communications  industry  in the United  States  and,  as a result,  our
products and our customers'  products are subject to FCC rules and  regulations.
Current and future FCC rules and regulations affecting  communications services,
our products or our customers'  businesses or products could  negatively  affect
our business. In addition,  international  regulatory standards could impair our
ability to develop products in the future.  Delays caused by our compliance with
regulatory  requirements  could  result in  postponements  or  cancellations  of
product  orders,  which  would  harm our  business,  results of  operations  and
financial condition. Further, we cannot be certain that we will be successful in
obtaining or maintaining  any regulatory  approvals that may, in the future,  be
required to operate our business.

Technology company stock prices are especially volatile, and this volatility may
depress our stock price or lead to class action litigation.

     The  stock  market,   and  specifically  the  stock  prices  of  technology
companies,  has been very  volatile.  The market  price of our shares of Class A
Common  Stock may  fluctuate  significantly  in response to a number of factors,
beyond our control,  including:

     o    changes in financial estimates by securities analysts;

     o    announcements by us, our customers or our competitors;

     o    changes in market valuations of similar companies;

     o    changes in accounting rules and regulations; and

     o    future sales of our common stock by our existing shareholders.

     As a result of this  market  volatility,  you may be unable to resell  your
shares at or above the purchase price.

     Securities class action litigation has often been brought against companies
that experience  volatility in the market price of their securities.  Litigation
brought against us could result in substantial  costs to us in defending against
a lawsuit and management's attention could be diverted from our business.

If a significant  number of shares  become  available for sale and are sold in a
short period of time, the market price of our stock could decline.

     If our  shareholders  sell  substantial  amounts of our common stock in the
public markets  following the expiration of the lock-up  agreements in effect as
of our initial  public  offering  in June 2001,  it could  materially  adversely
affect  the  market  price  of  our  stock.   After  these  agreements   expire,
approximately  57,319,483  shares,  as well as additional  shares  issuable upon
exercise of options,  will become  immediately  eligible  for sale in the public
market, subject to certain exceptions.

     In  addition,  under  certain  investors'  rights  agreements,  some of our
current  shareholders have "demand" and/or  "piggyback"  registration  rights in
connection  with future  offerings of our common stock.  "Demand"  rights enable
shareholders  to demand that their  shares be  registered  and may require us to
file a  registration  statement  under the 1933 Act at our expense.  "Piggyback"
rights  require  us to notify  the  shareholders  of our stock if we  propose to
register any of our securities  under the 1933 Act, and grant such  shareholders
the right to include their shares in the registration statement. Registration of
these  additional  shares would make them generally  available to be sold in the
public market.

Because existing  shareholders own a large percentage of our voting shares, your
voting power may be limited.

     We currently have  28,000,000  shares of Class B Common Stock  outstanding,
each of which  entitles the holder to ten votes.  Only Class A Common Stock will
be resold pursuant to this registration statement, with each share entitling the
holder  to one  vote.  All of the  Class B  Common  Stock  is held by  officers,
directors  or other  persons or  entities  owning 5% or more of the  outstanding
shares of our common stock.

     Our executive officers,  directors and their affiliates beneficially own or
control shares representing 55.6% of the voting power of our outstanding capital
stock. Dr. Richard  Nottenburg,  as a result of his stock ownership and a voting
trust agreement with Dr. Jens Albers, alone controls  approximately 47.9% of the
outstanding voting power of our capital stock. In addition, persons and entities
owning more than 5% of our outstanding shares of common stock, in the aggregate,
control 91.5% of the outstanding voting power of our capital stock. As a result,
our directors and 5%  shareholders  acting  together have the ability to control
all matters  submitted to our shareholders for approval,  including the election
and removal of directors and the approval of any merger,  consolidation  or sale
of all or substantially all of our assets. These shareholders may make decisions
that are adverse to your interests.

Our board of  directors  may  issue,  without  shareholder  approval,  shares of
preferred stock that have rights and preferences superior to those of our shares
of common stock and that may prevent or delay a change of control.

     Our articles of incorporation provide that our board of directors may issue
new shares of preferred stock without shareholder  approval.  Some of the rights
and  preferences  of these  shares of  preferred  stock would be superior to the
rights and preferences of shares of our common stock. Accordingly,  the issuance
of new shares of preferred stock may adversely  affect the rights of the holders
of shares of our  common  stock.  In  addition,  the  issuance  of new shares of
preferred stock may prevent or delay a change of control of our company.

We may need additional capital,  which may not be available,  and our ability to
grow may be limited as a result.

     We may be required, or could elect, to seek additional funding at any time.
We  anticipate  incurring  significant  expenses in  connection  with  increased
research and  development  activities,  and we may engage in  acquisitions.  The
hiring of  additional  personnel  to  support  these  functions,  including  the
expansion  of our  sales  and  marketing  organizations,  will  also  require  a
significant commitment of resources. In addition, if the market for our products
develops at a slower pace than anticipated,  or if we fail to continue to expand
our market share, we may continue to utilize  significant amounts of capital. If
cash from available sources is insufficient, or if cash is used for acquisitions
or  other  unanticipated  uses,  we may  need  additional  capital  sooner  than
anticipated.  In the event we are required, or elect, to raise additional funds,
we may not be able to do so on favorable terms, if at all.

                           FORWARD-LOOKING STATEMENTS

     This reoffer prospectus  contains  forward-looking  statements that involve
substantial risks and uncertainties.  These  forward-looking  statements are not
historical  facts, but rather are based on current  expectations,  estimates and
projections about our industry,  our beliefs and our assumptions.  Words such as
"anticipates," "expects," "intends," "plans," believes," "seeks" and "estimates"
and variations of these words and similar  expressions  are intended to identify
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and are subject to risks,  uncertainties and other factors,  some of
which are beyond our control and  difficult  to predict,  and could cause actual
results  to  differ  materially  from  those  expressed  or  forecasted  in  the
forward-looking   statements.   These  risks  and  uncertainties  include  those
described in "Risk Factors" and elsewhere in this reoffer prospectus. You should
not place undue reliance on these forward-looking  statements,  which apply only
as of the date of this reoffer prospectus.

                                 USE OF PROCEEDS

     We will not receive any proceeds when the selling  shareholders  sell their
Class A common  stock to  others.  All sale  proceeds  will be  received  by the
selling shareholders.

                                    DILUTION

     Because  the  selling  shareholders  will offer and sell the  common  stock
covered by this reoffer prospectus at various times and at prices and terms then
prevailing  or at  prices  related  to  the  then  current  market  price  or in
negotiated  transactions,  we  have  not  included  in this  reoffer  prospectus
information about the dilution, if any, to the public arising from these sales.

                              SELLING SHAREHOLDERS

     The following table sets forth the number of shares  beneficially  owned by
each  of the  selling  shareholders.  Each  of the  selling  shareholders  is an
employee or director of Multilink or was formerly an employee of  Multilink.  We
calculated  beneficial  ownership according to Rule 13d-3 of the Exchange Act as
of this date.  Each of the selling  shareholders  currently owns less than 1% of
our outstanding Class A common stock.

                               Number of Shares           Number of Shares
Name of Shareholder        Owned Before Offering     Offered For Sale Hereby
-------------------        ---------------------     -----------------------

Mamatha Deshpande               1,500                        1,500

Paul Koep                       37,500                       29,000

Martin LaCon                    28,260                       28,260

Doug McAllister                 25,000                       23,000

Gilbert Nguyen                  37,500                       37,500

William Reinisch                45,000                       5,000

Edward J. Zander                72,917                       58,333

     The selling  shareholders  will  determine the actual number of shares,  if
any, that they will sell. Because the selling shareholders may sell all, some or
none of the  shares of Class A common  stock  that they  hold,  we are unable to
estimate  the amount or  percentage  of shares of Class A common stock that they
will hold after completion of the offering.

                              PLAN OF DISTRIBUTION

     The selling  shareholders  and any of their  pledgees,  donees,  assignees,
transferees  or  successors-in-interest  selling  shares  received  from a named
selling  shareholder  as a gift,  partnership  distribution  or  other  non-sale
related transfer after the date of this reoffer  prospectus  (collectively,  the
"selling shareholders") may, from time to time, sell any or all of the shares of
common stock  offered  hereby on the Nasdaq Stock Market or any stock  exchange,
market or  trading  facility  on which the  shares  are  traded,  or in  private
transactions. These sales may be made at market prices prevailing at the time of
the sale or at  negotiated or fixed prices.  The selling  shareholders  will act
independently  of  Multilink  in making  decisions  with  respect to the timing,
manner and size of each sale. The selling  shareholders  may use any one or more
of the following methods when selling shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    underwritten offerings;

     o    short sales;

     o    agreements by the broker-dealer and the selling shareholders to sell a
          specified number of such shares at a stipulated price per share;

     o    a combination of any such methods of sale; and

     o    any other method permitted by applicable law.

     The  selling  shareholders  may also sell  shares  under Rule 144 under the
Securities  Act, if  available,  or under  Section 4(1) of the  Securities  Act,
rather than under this reoffer prospectus.

     Unless  otherwise  prohibited,  the  selling  shareholders  may enter  into
hedging  transactions  with  broker-dealers  or other financial  institutions in
connection with distributions of the shares or otherwise.  In such transactions,
broker-dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling shareholders.
The  selling  shareholders  may also  engage  in short  sales,  puts and  calls,
forward-exchange contracts,  collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection  with
these trades. If the selling  shareholders sell shares short, they may redeliver
the shares to close out such short positions.  The selling shareholders may also
enter  into  option  or other  transactions  with  broker-dealers  or  financial
institutions  which require the delivery to the  broker-dealer  or the financial
institution of the shares.  The broker-dealer or financial  institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition,  the selling  shareholders may loan their shares to  broker-dealers or
financial  institutions who are  counterparties to hedging  transactions and the
broker-dealers,  financial  institutions or counterparties may sell the borrowed
shares into the public market.  The selling  shareholders  may also pledge their
shares to their brokers or financial  institutions and under the margin loan the
broker or  financial  institution  may,  from  time to time,  offer and sell the
pledged  shares.  The selling  shareholders  have  advised us that they have not
entered  into  any  agreements,   understandings   or   arrangements   with  any
underwriters,  broker-dealers,  or financial  institutions regarding the sale of
their shares other than ordinary course brokerage arrangements,  nor is there an
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares by the selling shareholders.

     The shares will be sold only  through  registered  or  licensed  brokers or
dealers if required under  applicable  state  securities  laws. In addition,  in
certain  states the shares may not be sold unless they have been  registered  or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and complied with.

     We will file a supplement to this reoffer  prospectus,  if required,  under
Rule  424(b)  under  the  Securities  Act  upon  being  notified  by  a  selling
shareholder  that  any  material  arrangement  has  been  entered  into  with  a
broker-dealer  or financial  institution  for the sale of shares through a block
trade,  special or  underwritten  offering,  exchange  distribution or secondary
distribution or a purchase by a broker,  dealer or financial  institution.  Such
supplement  will  disclose:

     o    the  name  of  each  selling  shareholder  and  of  the  participating
          broker-dealer(s) or financial  institution(s);

     o    the number of shares involved;

     o    the price at which such shares were sold;

     o    the  commissions  paid or  discounts  or  concessions  allowed to such
          broker-dealer(s) or financial institution(s), where applicable;

     o    that such broker-dealer(s) or financial institution(s) did not conduct
          any investigation to verify the information set out or incorporated by
          reference in this reoffer prospectus; and

     o    other facts material to the transaction.

     In addition,  upon being notified by a selling  shareholder that a donee or
pledgee intends to sell more than 500 shares,  we will file a supplement to this
reoffer prospectus.

     We will not pay any of the  expense  associated  with sales by the  selling
shareholders.  The selling shareholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the shares against
certain  liabilities in connection with the offering of the shares arising under
the Securities Act of 1933.

     The selling shareholders and any underwriters,  brokers, dealers, financial
institutions or agents that  participate in the distribution of the common stock
may be deemed to be  "underwriters"  under the Securities Act, and any profit on
the  sale  of the  common  stock  by  them  and any  discounts,  commissions  or
concessions received by any such underwriters,  dealers,  financial institutions
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.

     The  selling  shareholders  and  any  other  person  participating  in  the
distribution  will be subject to the  applicable  provisions  of the  Securities
Exchange Act of 1934 and the rules and  regulations  under the Exchange Act. The
Exchange Act rules include,  without  limitation,  Regulation M, which may limit
the timing of any other person  participating in the distribution.  In addition,
Regulation M of the Exchange Act may restrict the ability of any person  engaged
in the  distribution of the common stock to engage in  market-making  activities
with respect to the particular  shares of common stock being  distributed  for a
period  of  up  to  five  business  days  prior  to  the   commencement  of  the
distribution.  This may affect the  marketability  of the shares of common stock
and the  ability of any person or entity to engage in  market-making  activities
with respect to the shares of common stock.

                                  LEGAL MATTERS

     The  validity  of the  shares of our Class A common  stock  offered by this
reoffer  prospectus  will be passed upon for  Multilink  by Allen  Matkins  Leck
Gamble  &  Mallory  LLP,  Century  City,  California.  As of the  date  of  this
prospectus,  Allen Matkins and its  affiliates own or have the right to purchase
481,800 shares of our Class A common stock.

                                     EXPERTS

     The financial statements of Multilink Technology Corporation as of December
31, 2000 and 1999,  and for each of the three years in the period ended December
31, 2000 incorporated by reference in this reoffer prospectus, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated by reference  herein,  and have been so incorporated in reliance
upon the report of Deloitte & Touche LLP given upon their  authority  as experts
in accounting and auditing.

                           INCORPORATION BY REFERENCE

     The SEC allows us to "incorporate by reference" information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents. The information incorporated by
reference is an important part of this reoffer prospectus, and information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents that have been
filed with the SEC:

     o    Final  prospectus  under Rule  424(b),  filed on June 21,  2001,  that
          contains audited financial statements for our latest fiscal year and a
          description of our Class A common stock;

     o    Registration  statement on Form 8-A, filed on October 26, 2000,  under
          Section 12 of the Securities Exchange Act of 1934;

     o    Registration  Statement  on Form S-1 (File No.  333-47376)  originally
          filed on October 5, 2000, including all amendments; and

     o    Form 8-K filed on July 24, 2001.
All documents that we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 before we file a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual,  quarterly and special reports and other  information  with
the SEC. You can read and copy any document filed by us at the Public  Reference
Room maintained by the SEC at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549.
You may request copies of these documents, upon payment of a duplicating fee, by
writing  the SEC at this  address.  Please  call the SEC at  1-800-SEC-0330  for
further information on the operation of its Public Reference Room.

     Our SEC filings are also  available  on the SEC's  website at  www.sec.gov.
That website  contains  reports,  proxy and  information  statements,  and other
information  regarding  issuers that file  electronically  with the SEC. We have
filed with the SEC a  registration  statement on Form S-8, of which this reoffer
prospectus  is a part,  under the  Securities  Act of 1933 with  respect  to the
securities  being offered.  This reoffer  prospectus does not contain all of the
information set forth in the registration statement. We have omitted information
as permitted by the rules and  regulations of the SEC.  Statements  contained in
this reoffer prospectus as to the contents of any contract or other document are
not necessarily  complete,  and in each instance we refer you to the copy of the
contract or other  document filed as an exhibit to the  registration  statement.
Each statement  made in this reoffer  prospectus is qualified in all respects by
the contents of the exhibits and schedules to the registration statement.

     We will provide to each person,  including any beneficial  owner, to whom a
prospectus is delivered,  a copy of any or all of the information  that has been
incorporated  by  reference  in  the  prospectus  but  not  delivered  with  the
prospectus. We will provide this information upon written or oral request and at
no cost  to the  requester.  Requests  for  this  information  must be made  to:
Director of Investor Relations,  Multilink  Technology  Corporation,  300 Atrium
Drive, Somerset, New Jersey 08873, (732) 537-3700.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents,  which have been filed by Multilink with the SEC,
are incorporated by reference in this registration statement:

          (a) Final prospectus  under Rule 424(b),  filed on June 21, 2001, that
contains  audited  financial  statements  for  our  latest  fiscal  year  and  a
description of our Class A common stock;

          (b)  Registration  statement  on Form 8-A,  filed on October 26, 2000,
under Section 12 of the Securities Exchange Act of 1934;

          (c)  Registration  statement on Form S-1 (No.  333-47376),  originally
filed on October 5, 2000, including all amendments; and

          (d) Form 8-K filed on July 24, 2001.

     All documents that we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 before we file a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     As of the date of this registration statement,  Allen Matkins Leck Gamble &
Mallory LLP and its affiliates own or have the right to purchase  481,800 shares
of our Class A common stock.

Item 6.  Indemnification of Directors and Officers

     Our articles of incorporation limit the personal liability of our directors
for monetary damages to the fullest extent  permitted by the California  General
Corporation  Law. Under the  California  General  Corporation  Law, a director's
liability  to a company or its  shareholders  may not be limited with respect to
the following items: (a) acts or omissions that involve  intentional  misconduct
or a  knowing  and  culpable  violation  of law,  (b) acts or  omissions  that a
director  believes to be contrary  to the best  interests  of the company or its
shareholders  or that  involve  the  absence  of good  faith on the party of the
director, (c) any transaction from which a director derived an improper personal
benefit, (d) acts or omissions that show a reckless disregard for the director's
duty to the company or its  shareholders in  circumstances in which the director
was aware,  or should have been aware,  in the ordinary  course of  performing a
director's  duties,  of a  risk  of a  serious  injury  to  the  company  or its
shareholders,  (e) acts or omissions  that  constitute  an unexcused  pattern of
inattentions that amounts to an abdication of the director's duty to the company
or its  shareholders,  (f) contracts or  transactions  between the company and a
director within the scope of Section 310 of the California  General  Corporation
Law or (g) improper  dividends,  loans and  guarantees  under Section 316 of the
California General  Corporation Law. The limitation of liability does not affect
the  availability of injunctions and other equitable  remedies  available to our
shareholders for any violation by a director of the director's fiduciary duty to
us or our shareholders.

     Our articles of incorporation  also include an authorization  for Multilink
to indemnify its "agents," as defined in Section 317 of the  California  General
Corporation Law,  through bylaw  provisions,  by agreement or otherwise,  to the
fullest extent permitted by law. Pursuant to this provision,  our bylaws provide
for indemnification of our directors,  officers and employees.  In addition,  we
may,  at our  discretion,  provide  indemnification  to persons  whom we are not
obligated to indemnify.

     Our bylaws also allow us to enter into indemnity agreements with individual
directors,  officers,  employees  and other  agents.  We have entered into these
indemnity  agreements  with all of our directors and executive  officers.  These
agreements  provide  the  maximum   indemnification   permitted  by  law.  These
agreements, together with our bylaws and articles of incorporation,  may require
us, among other things,  to (a) indemnify our directors or executives  officers,
other than for liability resulting from willful misconduct of a culpable nature,
(b) advance expenses to them as they are incurred,  provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to  indemnification,  and (c) obtain  directors'  and officers'
insurance  if  available  on  reasonable  terms.  Section 317 of the  California
General Corporation Law and our bylaws make provision for the indemnification of
officers,  directors and other corporate agents in terms  sufficiently  broad to
indemnify such persons, under certain circumstances, for liabilities,  including
reimbursement of expenses incurred, arising under the Securities Act of 1933, as
amended.

Item 7.  Exemption from Registration Claimed

     The  shares to be  offered  and sold  under  the  reoffer  prospectus  were
initially  issued by Multilink in transactions  deemed exempt from  registration
under  the  Securities  Act in  reliance  on  Rule  701  promulgated  under  the
Securities Act as offers and sales of securities pursuant to an employee benefit
plan or contract relating to compensation.

Item 8.  Exhibits

 Exhibit Number                  Exhibit
 --------------                  -------

    4.1*       Multilink 2000 Stock Incentive Plan

    4.2*       Multilink 2000 Employee Stock Purchase Plan

    5.1        Opinion of Allen Matkins Leck Gamble & Mallory LLP

   23.1        Consent of Independent Auditors

   23.2        Consent of Allen Matkins Leck Gamble & Mallory LLP
               is contained in Exhibit 5.1

   24.1        Power of Attorney (contained on the signature page of this
-----------    registration statement)

     * Incorporated herein by reference from Multilink's  Registration Statement
on Form S-1 (File No. 333-47376).
Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of  prospectus  filed  with the  Securities  and
                    Exchange  Commission  pursuant  to Rule  424(b)  if,  in the
                    aggregate, the changes in volume and price represent no more
                    than a 20% change in the maximum  aggregate  offering  price
                    set forth in the "Calculation of Registration  Fee" table in
                    the effective registration statement; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities  and  Exchange  Commission  by  Multilink  pursuant  to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Multilink pursuant to the foregoing provisions, or otherwise, Multilink has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being  registered,  Multilink will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  Multilink
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Somerset,  State of New  Jersey,  on the 2nd day of
August, 2001.

                        MULTILINK TECHNOLOGY CORPORATION

                        By:  /s/ Richard N. Nottenburg
                           ------------------------------------
                           Richard N. Nottenburg
                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     The undersigned directors and officers of Multilink Technology  Corporation
hereby  constitute  and appoint  Richard N.  Nottenburg and Eric M. Pillmore and
each of them,  as his true and lawful  attorneys-in-fact  and agents,  with full
power  to act  without  the  other  and with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement, and new registration statements relating to this
Form S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 2nd day of August 2001.

    Signature                                    Title
    ---------                                    -----

/s/ Richard N. Nottenburg               President, Chief Executive Officer and
-------------------------               Director (Principal Executive Officer)
Richard N. Nottenburg

/s/ Eric M. Pillmore                    Chief Financial Officer (Principal
-------------------------               Financial and Accounting Officer),
Eric M. Pillmore                        Senior Vice President and Secretary

/s/ Jens Albers                         Executive Vice President and Director
-------------------------
Jens Albers

/s/ Stephen Forrest                     Director
-------------------------
Stephen Forrest

/s/ G. Bradford Jones                   Director
-------------------------
G. Bradford Jones

/s/ John Walecka                        Director
-------------------------
John Walecka

/s/ Edward J. Zander                    Director
-------------------------
Edward J. Zander
EXHIBIT INDEX

Exhibit Number                                              Exhibit
--------------------------------------------------------------------------------
   4.1*        Multilink 2000 Stock Incentive Plan

   4.2*        Multilink 2000 Employee Stock Purchase Plan

   5.1         Opinion of Allen Matkins Leck Gamble & Mallory LLP

   23.1        Consent of Independent Auditors

   23.2        Consent of Allen Matkins Leck Gamble & Mallory LLP is
               contained in Exhibit 5.1

   24.1        Power of Attorney (contained on the signature page of this
-----------    registration statement

*   Incorporated by reference from Multilink's Registration Statement on Form
    S-1 (File No. 333-47376).