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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

Form 4

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OMB Number: 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response 0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1 .Name and Address of Reporting Person*

MG Capital Management, LLC

(See Note 1)

2. Issuer Name and Ticker or Trading Symbol

OPTi Inc. (OPTI)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

______Director __

XX_10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

1725 Kearney Street, No. 1

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year

May 2002

(Street)

San Francisco, CA 94133

5. If Amendment,
Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
___Form filed by One Reporting Person
XX Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 4)

2. Trans-
action
Date

(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 AND 5)

5. Amount of
Securities
Beneficially
Owned at
End of Month

(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)

(Instr. 4)

7. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

Common Stock

05/01/02

5,000

$1.45

1,565,500

See Note 2

Common Stock

05/30/02

3,000

$1.53

1,565,500

See Note 2

Common Stock

05/31/02

1,000

$1.50

1,565,500

See Note 2

Common Stock

06/03/02

5,100

$1.60

1,565,500

See Note 2

Common Stock

06/03/02

8,400

$1.55

1,565,500

See Note 2

Common Stock

06/04/02

7,100

$1.55

1,565,500

See Note 2

Common Stock

06/05/02

10,000

$1.54

1,565,500

See Note 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative Security
(Instr. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

1. The reporting persons (the "Reporting Persons") are MG Capital Management, LLC ("MG Capital"), a registered investment adviser, Marco L. Petroni, the controlling person of MG Capital and MGCM Partners, L.P. ("MGCM"), an investment limited partnership of which MG Capital is the general partner and investment adviser. Mr. Petroni and MG Capital are filing this Form 4 jointly as a group. MGCM is filing this report jointly with the other reporting persons, but not as a member of a group and expressly disclaims membership in a group.

2. These securities represent the Reporting Persons' beneficial ownership of the issuer's securities as of the date listed below and are owned directly by MGCM and indirectly by MG Capital as the general partner of MGCM, and indirectly by Mr. Petroni as the controlling person of MG Capital. MG Capital and Mr. Petroni disclaim beneficial ownership of the securities reported except to the extent of their respective pecuniary interests in those securities. The Reporting Persons disclaim membership in a group with any non-Reporting Person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.

Dated: June 7, 2002

MG CAPITAL MANAGEMENT, LLC

A Delaware Limited Liability Company

By: Marco L. Petroni

Manager

MGCM PARTNERS, L. P.

A Delaware Limited Partnership

By: MG Capital Management, LLC

General Partner

By: Marco L. Petroni

Manager

Marco L. Petroni

Joint Filer Information

Name: Marco L. Petroni

Address: 1725 Kearney Street, No. 1, San Francisco, CA 94133

Designated Filer: MG Capital Management, LLC

Issuer and Ticker Symbol: OPTi Inc, OPTI

Statement for Month/Year: May 2002

Marco L. Petroni

Name: MGCM Partners, L.P.

Address: 1725 Kearney Street, No. 1, San Francisco, CA 94133

Designated Filer: MG Capital Management, LLC

Issuer and Ticker Symbol: OPTi Inc, OPTI

Statement for Month/Year: May 2002

MGCM PARTNERS, L. P.

A Delaware Limited Partnership

By: MG Capital Management, LLC

General Partner

By: Marco L. Petroni

Manager

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

MG CAPITAL MANAGEMENT LLC 4