Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*
Fing, Matthew		 2. Issuer Name and Ticker or Trading Symbol
Vialta, Inc.   (VLTA)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

_X_ Director                            ___ 10% Owner
___ Officer (give title below)   ___ Other (specify below)
(Last)             (First)            (Middle)

15375 Calle Corta 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

07/26/2002
(Street)

Hacienda Heights, Ca 91745		 5. If Amendment, Date of Original (Month/Day/Year)

07/26/2002 		7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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. 3) 		2. Transaction Date
(Month/Day/Year)		 2A. Deemed Execution
Date, if any
(Month/Day/Year)		 3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities
Beneficially Owned
Following Reported
Transactions
(Instr. 3 and 4)		 6. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 4)		 7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
Common 07/26/2002   P   3,500 A .62 61,766 D  
Common 07/26/2002   P   3,500 A .62 3,740 I Spouse
Common               1,000 I Managed Account
Common               120 I Son
Common               100 I Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).
 
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 (Over)
SEC 1474 (9-02)
FORM 4 (continued)
 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 		 
1.
Title of Derivative Security
(Instr.3)		 2.
Conversion or
Exercise
Price of
Derivative
Security		 3.
Transaction
Date
(Month/
Day/Year)		 3A.
Deemed Execution
Date, if any
(Month/
Day/Year)		 4.
Transaction Code
(Instr. 8)		 5.
Number of Derivative
Securities
Acquired (A) or Disposed of (D)
(Instr.3,4
and 5)
 6.
Date Exercisable
and Expiration Date
(Month/Day/Year)		 7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8.
Price of
Derivative
Security
(Instr. 5)		 9.
Number of
Derivative
Securities
Beneficially
Owned Following Reported Transaction(s)
(Instr. 4)		 10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of Shares
Incentive Stock Option .40             09/07/2002 10/19/2011 Common Stock 78,000   78,000 D  
Explanation of Responses:

Amendment to previous form 4 filed in July 2002. The open market purchase of the 7,000 shares is changed to reflect 3,500 Direct ownership, and 3,500 to Spouse. Also amending 2nd line of Derivatives on page 2, 2nd line. These shares expired in Nov. 2001, therefore needed to be removed.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).		 /s/ Mathew Fong
**Signature of Reporting Person
Holly D. Maxfield 		02/13/2003 
Date
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