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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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 ~~October~~May ~~2001~~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

1005/~~02/~~01/02

45,~~400~~000

$21.7045

1,~~420~~565,~~300~~500

See Note 2

Common Stock

1005/0330/0102

323,000

$21.7953

1,~~420~~565,~~300~~500

See Note 2

Common Stock

1005/0331/0102

71,000

$21.7250

1,~~420~~565,~~300~~500

See Note 2

Common Stock

1006/0403/0102

5,~~000~~100

$21.7560

1,~~420~~565,~~300~~500

See Note 2

Common Stock

1006/1803/0102

58,~~000~~400

$21.8755

1,~~420~~565,~~300~~500

See Note 2

Common Stock

1006/1704/0102

87,~~000~~100

$21.8055

361,~~070~~565,500

See Note 32

Common Stock

1006/2405/0102

110,~~700~~000

$21.8054

361,~~070~~565,500

See Note 32

Common Stock

10/25/01

1,000

$2.80

36,070

See Note 3

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.

3.Dated: ~~These~~June ~~securities~~7, ~~are owned by Mr. Petroni.~~2002

Dated: November ___, 2001

MG CAPITAL MANAGEMENT, LLC

A Delaware Limited Liability Company

By: Marco ~~___________________________________________________________~~L. Petroni

Marco L. Petroni

Manager

MGCM PARTNERS, L. P.

A Delaware Limited Partnership

By: MG Capital Management, LLC

General Partner

By: Marco ~~___________________________________________________________~~L. Petroni

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: ~~October~~May ~~2001~~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: ~~October~~May ~~2001~~2002

MGCM PARTNERS, L. P.

A Delaware Limited Partnership

By: MG Capital Management, LLC

General Partner

By: Marco ~~___________________________________________________________~~L. Petroni

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

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