<PAGE>
 
                        
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549           
                                --------------
                    
                              FORM 10-K/A (No. 1)

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934          

(Mark One)

[X]  Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required] for the fiscal year ended January 31, 1995

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required] for the transition period from
                    to 
     --------------    -----------------
 
                         COMMISSION FILE NUMBER: 15116

                              SIGMA DESIGNS, INC.
             (Exact name of registrant as specified in its charter)

                CALIFORNIA                             95-2848099
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
       incorporation or organization)
                      

                46501 LANDING PARKWAY, FREMONT, CALIFORNIA 94538
             (Address of principal executive offices and zip code)      
 
       Registrant's telephone number, including area code: (510) 770-0100
    
         SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   
                              TITLE OF EACH CLASS
                           Common Stock, no par value              
   
       SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE      

   
     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 [X]     No [ ] 
    
   
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
form 10-K.  [  ] 
    
   
     As of April 6, 1995, the Registrant had outstanding 7,511,472 shares of
Common Stock.  The market value of voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on April 6,
1995 on the Nasdaq National Market, was approximately $31.8 million.  Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may
be deemed affiliates.  This determination of affiliate status is not necessarily
a conclusive determination for other purposes.      
    
                      DOCUMENTS INCORPORATED BY REFERENCE

   
     Parts of the following document are incorporation by reference to Part III
of this Form 10-K/A Report:  Proxy Statement for Registrant's Annual Meeting of
Shareholders held on June 2, 1995.
    
<PAGE>
 
                              
                                   SIGNATURES         

   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Sigma Designs, Inc., a corporation
organized and existing under the laws of the State of California, has duly
caused this Report to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Fremont, State of California, on the 9th day of
February 1996.
    
   
                                       SIGMA DESIGNS, INC.

 
                                        By:  /s/  Q. BINH TRINH
                                            ------------------------
                                             Q. Binh Trinh,
                                             Vice President, Finance
                                             Chief Financial Officer,
                                             Secretary and Director
    
 
   
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the 
dates indicated:
    

<TABLE>
<CAPTION>
    
 
                  SIGNATURE                                           TITLE                               DATE
                  ---------                                           -----                               ----
<S>                                                <C>                                              <C> 
 
*/s/  THINH Q. TRAN
---------------------------------------    
Thinh Q. Tran                                      Chairman of the Board, President and Chief       February 9, 1996
                                                   Executive Officer (Principal
                                                   Executive Officer)
 
*/s/  JULIEN NGUYEN
---------------------------------------    
Julien Nguyen                                      Co-Chairman of the Board and Chief Technical     February 9, 1996
                                                   Officer

 
/s/  Q. BINH TRINH
---------------------------------------    
Q. Binh Trinh                                      Vice President, Finance, Chief Financial         February 9, 1996
                                                   Officer, Secretary and Director (Principal
                                                   Financial and Accounting Officer)

  
---------------------------------------   
William J. Almon                                   Director                                         February   , 1996


---------------------------------------          
William Wang                                       Director                                         February   , 1996

 
*By:    /s/ Q. BINH TRINH
---------------------------------------          
Q. Binh Trinh,
Attorney-In-Fact
</TABLE>
    
<PAGE>
 
   
         This Amendment No. 1 is being filed to amend the Annual Report on 
Form 10-K for fiscal year ended January 31, 1995, filed with the Securities 
and Exchange Commission on May 1, 1995 by Sigma Designs, Inc. as follows:

         Part II- Item 8. Financial Statements and Supplementary Data

         Add the following Independent Auditors' Report:            

To the Board of Directors and Shareholders of Sigma Designs, Inc.

   
         We have audited the accompanying consolidated balance sheets of Sigma
Designs, Inc. and subsidiaries as of January 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended January 31, 1995.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
    
   
         We conducted our audits in accordance with generally accepted auditing
standards.  Those standards required that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.
    
   
         In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Sigma Designs, Inc. and
subsidiaries at January 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period ended January 31,
1995 in conformity with generally accepted accounting principles.
    

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

San Jose, California
March 10, 1995

   
         Except as described above, this Amendment on Form 10-K/A makes no 
changes to the 10K for this fiscal year ended January 31, 1995.