================================================================================

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

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported)  June 9, 2005

                                   ----------

                              NEOMAGIC CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                 000-22009             77-0344424
   ----------------------------      ------------       -------------------
   (State or other jurisdiction      (Commission           (IRS Employer
        of incorporation)            File Number)       Identification No.)


      3250 Jay Street, Santa Clara, California                 95054
      ----------------------------------------              ----------
      (Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code  (408) 988-7020

                                 Not Applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

================================================================================



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On June 9, 2005, NeoMagic Corporation issued a press release announcing its
financial results for the first quarter of fiscal 2006, which ended April 30,
2005. The full text of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

The information in this Current Report is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act"), or otherwise subject to the liabilities of that Section.
The information in this Current Report shall not be incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99.1    Press Release of NeoMagic Corporation dated June 9, 2005



                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                        NeoMagic Corporation
                                                        (Registrant)

Date:   June 9, 2005                                    /s/ Scott Sullinger
                                                        -----------------------
                                                        Scott Sullinger
                                                        Chief Financial Officer



                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
-----------    ---------------------------------------------------------
99.1           Press Release of NeoMagic Corporation dated June 9, 2005.