Resale S-3 (Series B).DOC

As filed with the Securities and Exchange Commission on March 31, 2003

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIXEL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	3669	84-1176506

(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

11911 North Creek Parkway South
Bothell, Washington 98011
(425) 806-5509

(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

James M. McCluney
President and Chief Executive Officer
Vixel Corporation
11911 North Creek Parkway South
Bothell, Washington 98011
(425) 806-5509
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

David R. Wilson
Jeffry A. Shelby
Heller Ehrman White & McAuliffe LLP
Suite 6100, 701 Fifth Avenue
Seattle, Washington 98104
(206) 447-0900

Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective.

If the only securities being registered on this form are being offered pursuant to a dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price Per Share⁽²⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, $0.0015 par value per share	1,286,560	$3.19	$4,104,127	$333


(1)	The shares of common stock that may be offered pursuant to this Registration Statement consist of the resale of (i) 946,000 shares issuable upon the conversion of 946,000 shares of our Series B Convertible Preferred Stock, (ii) 56,760 shares issuable upon the conversion of 56,760 shares of Series B Convertible Preferred Stock required to be issued as dividends on the 946,000 shares of Series B Convertible Preferred Stock and (iii) 283,800 shares issuable upon exercise of outstanding warrants. In the event of a stock split, stock dividend, or similar transaction involving the Registrant's common stock, in order to prevent dilution, the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the average of the high and low reported sales prices of our common stock on March 25, 2003 as reported on the NASDAQ National Market.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED MARCH 31, 2003

PROSPECTUS

1,286,560 SHARES

VIXEL CORPORATION

COMMON STOCK

This prospectus relates to the resale by the selling stockholders identified in this prospectus of:

	946,000 shares of our common stock underlying the conversion of 946,000 shares of our Series B Convertible Preferred Stock and 56,760 shares of common stock underlying the conversion of 56,760 shares of our Series B Convertible Preferred Stock that are required to be issued as dividends on the 946,000 shares of Series B Convertible Preferred Stock; and
	283,800 shares of our common stock that may be issued upon the exercise of outstanding warrants.

We will not receive any proceeds from the sale of our common stock by the selling stockholders.

The selling stockholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We do not know when or in what amounts a selling stockholder may offer shares for sale. The selling stockholders may sell some, all or none of the shares offered by this prospectus.

Our common stock is quoted on the NASDAQ National Market under the trading symbol "VIXL". On March 27, 2003, the closing price for our common stock was $3.25 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined that this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The date of this prospectus is .

We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

TABLE OF CONTENTS

	Page
Prospectus Summary	3
Use of Proceeds	3
Selling Stockholders	4
Plan of Distribution	6
Legal Matters	7
Experts	7
Incorporation By Reference	7
Where You Can Find Additional Information	8

Our executive offices are located at 11911 North Creek Parkway South, Bothell, Washington 98011 and our telephone number is (425) 806-5509.

PROSPECTUS SUMMARY

Securities offered		1,286,560 shares of our common stock

Percentage of our outstanding shares of common stock represented by offering⁽¹⁾		5.2%

Common stock to be outstanding after the offering ⁽¹⁾		24,517,760

Use of proceeds		We will not receive any proceeds from the sale of our common stock by selling stockholders. See "Use of Proceeds."

Risk factors		An investment in the shares involves a high degree of risk. See "Factors That May Affect Results of Operations and Financial Condition" contained in our most recent Annual Report on Form 10-K as may be updated by our most recent Quarterly Report on Form 10Q, which are incorporated herein by reference.

NASDAQ trading symbol		VIXL

(1)

This percentage and number is based on 23,231,200 shares of common stock outstanding on March 3, 2003, and assumes the issuance of 946,000 shares of our common stock upon the conversion of 946,000 shares of our Series B Convertible Preferred Stock, 56,760 shares of our common stock underlying the conversion of shares of 56,760 shares of our Series B Convertible Preferred Stock that are required to be issued as dividends on the 946,000 shares of Series B Convertible Preferred Stock, and the issuance of 283,800 shares of our common stock upon the exercise of outstanding warrants. This number does not include approximately 2,863,524 shares of our common stock that are issuable upon conversion of 2,863,524 shares of our Series B Convertible Preferred Stock, 859,056 shares of our common stock issuable at $2.63 per share upon the exercise of warrants issued in connection with the sale of our Series B Convertible Preferred Stock, 3,320,048 shares issuable upon the exercise of outstanding and fully vested stock options, and 134,327 shares of common stock issuable at a weighted average exercise price of $10.89 per share upon the exercise of other outstanding warrants.

USE OF PROCEEDS

We will not receive any proceeds from the sale of our common stock by the selling stockholders. Any proceeds from the sale of our common stock offered pursuant to this prospectus will be received by the selling stockholders.

SELLING STOCKHOLDERS

On February 19, 2003, we sold 3,809,524 shares of Series B Convertible Preferred Stock and warrants to purchase 1,142,856 shares of common stock at $2.63 per share in a private placement to certain accredited investors.

We are registering for the selling stockholders a total of 1,286,560 shares of our common stock consisting of (i) 946,000 shares of our common stock underlying the conversion of 946,000 shares of our Series B Convertible Preferred Stock; (ii) 56,760 shares of our common stock underlying the conversion of shares of our Series B Convertible Preferred Stock that are required to be issued as dividends on the 946,000 shares of Series B Convertible Preferred Stock; and (iii) 283,800 shares of our common stock that may be issued upon the exercise of outstanding warrants.

The following table lists each selling stockholder and as of March 3, 2003, sets forth:

	The number of shares of our common stock beneficially owned by each selling stockholder prior to this offering;
	The number of shares of our common stock owned by each selling stockholder and being registered for sale in this offering;
	The number of shares of our common stock beneficially owned by each selling stockholder after the offering assuming the sale of all shares of our common stock being registered on behalf of each selling stockholder in this offering; and
	The percentage of common stock beneficially owned by each selling stockholder after this offering assuming each selling stockholder sells all of the shares of our common stock being registered on such stockholder's behalf.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. The percentage of shares beneficially owned following the offering is based on 23,231,200 shares of common stock outstanding on March 3, 2003, and assumes the conversion of 3,809,524 shares of our outstanding Series B Convertible Preferred Stock into common stock.

Selling Stockholders	Shares Beneficially Owned Prior To Offering	Common Shares Registered	Shares Beneficially Owned After Offering	Percentage of Shares Beneficially Owned Following Offering

Howard Hughes Medical Institute (1)	458,320	458,320	0	*
New York State Nurses Association Pension Plan (2)	272,000	272,000	0	*
Ohio Carpenters' Pension Fund (3)	224,400	224,400	0	*
Laborers' District Council and Contractors' of Ohio Pension Fund (4)	156,400	156,400	0	*
Australian Retirement Fund (5)	77,520	77,520	0	*
ESSS Global Small Companies Fund (6)	97,920	97,920	0	*

Total:	1,286,560	1,286,560	0	*


*	Less than 1%
(1)	The number of shares listed in the table as beneficially owned by this selling stockholder prior to this offering includes 337,000 shares of our common stock that may be issued upon conversion of shares of our Series B Convertible Preferred Stock, 20,220 shares of our common stock that may be issued as payment of dividends on such Series B Convertible Preferred Stock, and 101,100 shares of our common stock issuable upon the exercise of warrants issued in connection with the sale and issuance of our Series B Convertible Preferred Stock.
(2)	The number of shares listed in the table as beneficially owned by this selling stockholder prior to this offering includes 200,000 shares of our common stock that may be issued upon conversion of shares of our Series B Convertible Preferred Stock, 12,000 shares of our common stock that may be issued as payment of dividends on such Series B Convertible Preferred Stock, and 60,000 shares of our common stock issuable upon the exercise of warrants issued in connection with the sale and issuance of our Series B Convertible Preferred Stock.
(3)	The number of shares listed in the table as beneficially owned by this selling stockholder prior to this offering includes 165,000 shares of our common stock that may be issued upon conversion of shares of our Series B Convertible Preferred Stock, 9,900 shares of our common stock that may be issued as payment of dividends on such Series B Convertible Preferred Stock, and 49,500 shares of our common stock issuable upon the exercise of warrants issued in connection with the sale and issuance of our Series B Convertible Preferred Stock.
(4)	The number of shares listed in the table as beneficially owned by this selling stockholder prior to this offering includes 115,000 shares of our common stock that may be issued upon conversion of shares of our Series B Convertible Preferred Stock, 6,900 shares of our common stock that may be issued as payment of dividends on such Series B Convertible Preferred Stock, and 34,500 shares of our common stock issuable upon the exercise of warrants issued in connection with the sale and issuance of our Series B Convertible Preferred Stock
(5)	The number of shares listed in the table as beneficially owned by this selling stockholder prior to this offering includes 57,000 shares of our common stock that may be issued upon conversion of shares of our Series B Convertible Preferred Stock, 3,420 shares of our common stock that may be issued as payment of dividends on such Series B Convertible Preferred Stock, and 17,100 shares of our common stock issuable upon the exercise of warrants issued in connection with the sale and issuance of our Series B Convertible Preferred Stock.
(6)	The number of shares listed in the table as beneficially owned by this selling stockholder prior to this offering includes 72,000 shares of our common stock that may be issued upon conversion of shares of our Series B Convertible Preferred Stock, 4,320 shares of our common stock that may be issued as payment of dividends on such Series B Convertible Preferred Stock, and 21,600 shares of our common stock issuable upon the exercise of warrants issued in connection with the sale and issuance of our Series B Convertible Preferred Stock.

PLAN OF DISTRIBUTION

The selling stockholders may sell the shares of common stock from time to time after the date of this prospectus. The shares may be sold from time to time:

	directly by any selling stockholder to one or more purchasers;
	to or through underwriters, brokers or dealers;
	through agents on a best-efforts basis or otherwise; or
	through a combination of such methods of sale.
The selling stockholders may offer the shares at various times in one or more of the following transactions:
	in the over-the-counter market;
	in the transactions other than market transactions;
	in connection with short sales of shares of our common stock;
	by pledge to secure debts or other obligations;
	in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options;
	purchases by a broker-dealer as principal and resale by the broker-dealer for its account; or
	in a combination of any of the above.

The selling stockholders may sell shares at market prices then prevailing, at prices related to prevailing market prices, at negotiated prices or at fixed prices.

The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with selling stockholders. The selling stockholders may also sell shares short and redeliver the shares to close out such short positions. The selling stockholders may enter into options or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus. The selling stockholders also may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or upon default, the broker-dealer may sell the pledged shares pursuant to this prospectus.

Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from the selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principal, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the selling stockholders may be deemed to be "underwriters" within the meaning of section 2(11) of the Securities Act of 1933 in connection with sales of the shares. Accordingly, any such commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or concessions under the Securities Act. Because selling stockholders may be deemed "underwriters" within the meaning of section 2(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act.

Any shares covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

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 is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition, each selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholder. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

We will bear all costs, expense and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. The selling stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against certain liabilities in connection with their offering of the shares, including liabilities arising under the Securities Act.

LEGAL MATTERS

Heller Ehrman White & McAuliffe LLP, Seattle, Washington, will pass on the validity of the common stock offered in this offering.

EXPERTS

The financial statements and financial statement schedule incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 29, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to another document that we filed with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we sell all of the securities:

	Our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 29, 2002 filed on March 28, 2003;
	Current Report on Form 8-K filed on February 20, 2003; and
	The description of our common stock contained in our Registration Statement on Form 8-A filed on September 9, 1999.

You may obtain a copy of these filings at no cost, by writing or telephoning us at 11911 North Creek Parkway South Bothell, Washington 98011; telephone (425) 806-5800.

You should rely only on the information contained or incorporated by reference in this prospectus, any supplemental prospectus or any pricing supplement. We have not authorized anyone to provide you with any other information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, any accompanying prospectus supplement or any document incorporated by reference is accurate as of any date other than the date on the front of the document.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC for the common stock offered by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. We are also required to file annual, quarterly and special reports, proxy statements and other information with the SEC.

You can read our SEC filings, including the registration statement, over the Internet at the SEC's web site at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You may also obtain copies of these reports directly from us by sending a written request to us at our principal offices located at 11911 North Creek Parkway South Bothell, Washington 98011; telephone (425) 806-5800.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses (not including underwriting commissions and fees) of issuance and distribution of the securities are estimated to be:

SEC Registration Fee	$	333
Legal Fees		10,000
Accounting Fees and Expenses		5,000
NASDAQ Listing Fees		13,000
Miscellaneous		6,667

Total	$	35,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Restated Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that a director of a corporation will not be personally liable for monetary damages for breach of that individual's fiduciary duties as a director except for liability (a) for any breach of the director's duty of loyalty to the company or to its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law or (d) for any transaction from which a director derives an improper personal benefit.

Our Bylaws provide that we shall indemnify our directors and executive officers and may indemnify our officers, employees and other agents to the fullest extent not prohibited by law. The Bylaws also permit us to advance expenses incurred by an indemnified party in connection with the defense of any action or proceeding arising out of his or her status or service as our director, officer, employee or other agent upon an undertaking by him or her to repay any advances if it is ultimately determined that he or she is not entitled to indemnification.

We have entered into separate indemnification agreements with our directors and officers, and we intend to enter into indemnification agreements with any new directors and officers in the future.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, executive officers or persons controlling the Company, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 16. EXHIBITS

Exhibit No.		Description

3.1	(1)	Amended and Restated Certificate of Incorporation of Registrant (Exhibit 3.2)
3.2	(2)	Certificate of Designation of Series A Junior Participating Preferred Stock
3.3	(3)	Certificate of Designation of Series B Convertible Preferred Stock
3.4	(1)	Bylaws of the Registrant (Exhibit 3.4)
4.1	(3)	Form of Warrant to Purchase Common Stock of Vixel Corporation.
4.2	(3)	Registration Rights Agreement dated as of February 14, 2003, by and between Vixel Corporation and the investors signatory thereto.
4.3	(2)	Rights Agreement dated November 15, 2000, between the Registrant and Computer Share Trust Company, Inc.
4.4	(2)	Form of Rights Certificate
5.1		Opinion of Heller Ehrman White & McAuliffe LLP
10.1	(3)	Series B Convertible Preferred Stock and Warrant Purchase Agreement, dated as of February 14, 2003, by and between Vixel Corporation and the investors signatory thereto.
23.1		Consent of PriceWaterhouseCoopers LLP, Independent Accountants
23.2		Consent of Heller Ehrman White & McAuliffe LLP (contained in the opinion included as Exhibit 5.1)
24.1		Power of Attorney (included on Signature page of this registration statement)


(1)	Incorporated by reference to designated exhibits to the Company's Registration Statement on Form S‑1 (File No. 333-81347), declared effective on September 30, 1999.
(2)	Incorporated by reference to Company's current report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2000.
(3)	Incorporated by reference to Company's current report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2003.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) (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 (the "Securities Act"), unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and incorporated herein by reference;

(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, unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

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(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.

(2) That, for the purpose of determining any liability under the Securities Act, 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.

(4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act 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, the Registrant 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 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Vixel Corporation. has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, Washington, on March 31, 2003.

VIXEL CORPORATION

By: /s/ James M. McCluney

James M. McCluney

Chief Executive Officer, President and

Chairman of the Board of Directors

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and severally appoints, James M. McCluney and Kurtis L. Adams, or either of them, as his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with or related to the offering contemplated by this Registration Statement and its amendments, if any, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said registration statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ James M. McCluney James M. McCluney	Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer)	March 31, 2003
/s/ Kurtis L. Adams Kurtis L. Adams	Chief Financial Officer, Vice President of Finance, Secretary and Treasurer (Principal Financial and Accounting Officer)	March 31, 2003
/s/ Robert Q. Cordell II Robert Q. Cordell II	Director	March 31, 2003
/s/ Charles A. Haggerty Charles A. Haggerty	Director	March 31, 2003
/s/ Robert S. Messina Robert S. Messina	Director	March 31, 2003
/s/ Jami K. Nachtsheim Jami K. Nachtsheim	Director	March 31, 2003
/s/ Peter J. Perrone Peter J. Perrone	Director	March 31, 2003
/s/ Timothy M. Spicer Timothy M. Spicer	Director	March 31, 2003
/s/ Werner F. Wolfen Werner F. Wolfen	Director	March 31, 2003

EXHIBIT INDEX

Exhibit No.		Description

3.1	(1)	Amended and Restated Certificate of Incorporation of Registrant (Exhibit 3.2)
3.2	(2)	Certificate of Designation of Series A Junior Participating Preferred Stock
3.3	(3)	Certificate of Designation of Series B Convertible Preferred Stock
3.4	(1)	Bylaws of the Registrant (Exhibit 3.4)
4.1	(3)	Form of Warrant to Purchase Common Stock of Vixel Corporation.
4.2	(3)	Registration Rights Agreement dated as of February 14, 2003, by and between Vixel Corporation and the investors signatory thereto.
4.3	(2)	Rights Agreement dated November 15, 2000, between the Registrant and Computer Share Trust Company, Inc.
4.4	(2)	Form of Rights Certificate
5.1		Opinion of Heller Ehrman White & McAuliffe LLP
10.1	(3)	Series B Convertible Preferred Stock and Warrant Purchase Agreement, dated as of February 14, 2003, by and between Vixel Corporation and the investors signatory thereto.
23.1		Consent of PriceWaterhouseCoopers LLP, Independent Accountants
23.2		Consent of Heller Ehrman White & McAuliffe LLP (contained in the opinion included as Exhibit 5.1)
24.1		Power of Attorney (included on Signature page of this registration statement)


(1)	Incorporated by reference to designated exhibits to the Company's Registration Statement on Form S‑1 (File No. 333-81347), declared effective on September 30, 1999.
(2)	Incorporated by reference to Company's current report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2000.
(3)	Incorporated by reference to Company's current report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2003.