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

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                                    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) November 18, 2004

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                              NeoMagic Corporation
             (Exact name of registrant as specified in its charter)

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

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

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

                                 Not Applicable
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         (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))

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ITEM 2.02 Results of Operations and Financial Condition

On November 18, 2004, NeoMagic Corporation issued a press release announcing its
financial results for the third quarter ended October 31, 2004. 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 November 18, 2004



                                    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: November 18, 2004                        /s/ Scott Sullinger
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                                                 Scott Sullinger
                                              Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit No.     Description
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99.1            Press Release of NeoMagic Corporation dated November 18, 2004.