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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 * Tomasello David   2. Issuer Name and Ticker or Trading Symbol NEOMAGIC CORP [nmgc] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 780 MONTAGUE EXPRESSWAY, # 504 3. Date of Earliest Transaction (Month/Day/Year) 10/16/2009 (Street) SAN JOSE, CA 95131 4. If Amendment, Date Original Filed(Month/Day/Year) 6. 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 Transaction(s) (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 Stock 10/16/2009   P   17,333,334 A $ 0.03 17,333,334 I (1) See Footnote Common Stock 10/16/2009   P   333,333 A $ 0.03 17,666,667 I (2) See footnote.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Warrants

$ 0.06

10/16/2009

P

17,333,334

10/16/2009(5)

10/15/2011

Common Stock

17,333,334

(3)

17,333,334

I (1)

See footnote.

Warrants

$ 0.09

10/16/2009

P

17,333,334

10/16/2009(5)

10/15/2011

Common Stock

17,333,334

(4)

34,666,668

I (1)

See footnote.

Warrants

$ 0.06

10/16/2009

P

333,333

10/16/2009(5)

10/15/2011

Common Stock

333.333

(3)

35,000,001

I (2)

See footnote.

Warrants

$ 0.09

10/16/2009

P

333,333

10/16/2009(5)

10/15/2011

Common Stock

333,333

(4)

35,333,334

I (2)

See footnote.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tomasello David 780 MONTAGUE EXPRESSWAY, # 504 SAN JOSE, CA 95131	X	X

Signatures

Charlotte Willson for David Tomasello		10/23/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares of Common Stock and Warrants are held in the name of Bluestone Financial LTD, of which Mr. Tomasello is a director. Mr. Tomasello disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(2)	The shares of Common Stock and Warrants are held in the name of Attiva Capital Management, LLC, of which Mr. Tomasello is a managing director. Mr. Tomasello disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(3)	Warrants are exercisable at $0.06 per share.
(4)	Warrants are exercisable at $0.09 per share.
(5)	The Warrants will be exercisable during the 2 year period following the Closing Date, subject to an earlier termination of the exercise period by the Company, upon 30 days' notice to the investors if the quoted bid price of the Common Stock in the "pink sheets" (or on a nationally recognized exchange or other trading system on which the Common Stock may hereafter be listed ) has been greater than 200% of the respective Warrant's exercise price for a period of 15 consecutive trading days.

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