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


Form 10-Q/A

(Mark One)  

ý

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

For the quarter ended July 31, 2002

OR

o

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

For the transition period from                              to                             

Commission file number 000-22009


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

DELAWARE
(State or other jurisdiction
of incorporation or organization)
  77-0344424
(I.R.S. Employer Identification No.)
     
3250 Jay Street
Santa Clara, California

(Address of principal executive offices)
  95054
(Zip Code)

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


        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        The number of shares of the Registrant's Common Stock, $.001 par value, outstanding at July 31, 2002 was 28,275,375




Item 6. Exhibits and Reports on Form 8-K


10.22*   Full and Final Release from the Wafer Supply Agreement and the Product Sourcing Agreement
99.1*   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

        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 thereunto duly authorized.

    NEOMAGIC CORPORATION
(Registrant)
     
    /s/  STEPHEN T. LANZA      
STEPHEN T. LANZA
Chief Financial Officer
(Principal Financial and Accounting Officer)
September 13, 2002

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SIGNATURES