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

                                   Form 10-K/A

                                 Amendment No. 2

(Mark One)

/X/               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

For the Fiscal Year Ended ....................................December 31, 1996

                                       OR

/ /             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   0-26124
                       -----------

                            PARADIGM TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                                770140882-5
    ---------------------------------       ------------------------------------
      (State or other jurisdiction          (I.R.S. Employer Identification No.)
    of incorporation or organization)

     694 Tasman Drive, Milpitas, CA                       95035
----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

             (408) 954-0500
     -------------------------------
     (Registrant's telephone number,
          including area code)


           Securities registered under Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 Par Value

     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 at least 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 this Form 10-K or any amendment to this
Form 10-K. / /

     Indicate by check whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. /X/

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant was approximately $6,289,228 on April 18, 1997 based on the last sale
price as reported by the NASDAQ/National Market System.

     The aggregate number of outstanding shares of Common Stock, $.01 par value,
of the registrant was 7,243,365 shares as of April 18, 1997.


<PAGE>


     The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as set forth herein:

                                     PART I

ITEM 1.  BUSINESS.
         --------

Recent Developments

     Sale of Manufacturing Operations. On November 15, 1996, Paradigm sold its
wafer fabrication facility (the "Fab") to Orbit Semiconductor, Inc., a wholly
owned subsidiary of DII Group, Inc. ("Orbit"). The Company received aggregate
consideration of $20 million consisting of $6.7 million in cash, $7.5 million in
debt assumption, and promissory notes in the aggregate principal amount of $5.8
million. The sale of the Fab resulted in a loss of $4.6 million, which was
recorded in the fourth quarter of 1996.

     As a result of the sale of the Fab, Paradigm's future needs for wafers will
need to be supplied by third parties. Orbit has agreed to supply the Company a
specified quantity of wafers to offset Orbit's payment obligations against the
promissory notes delivered in connection with the sale. The Company is also in
the process of seeking wafer supply from offshore foundries who would provide
8-inch wafers using 0.35 micron process technology. See "Factors That May Affect
Future Results-Dependence on Foundries and Other Third Parties."

     Sale of Preferred Stock. On January 23, 1997, Paradigm sold a total of 200
shares of 5% Series A Convertible Redeemable Preferred Stock (the "Preferred
Stock") in a private placement to Vintage Products, Inc. at a price of $10,000
per share, for total proceeds (net of payments to third parties) of
approximately $1,880,000. The Preferred Stock is convertible at the option of
the holder into the number of fully paid and nonassessable shares of Common
Stock as is determined by dividing (A) the sum of (1) $10,000 plus (2) the
amount of all accrued but unpaid or accumulated dividends on the shares of
Preferred Stock being converted by (B) the Conversion Price in effect at the
time of conversion. The "Conversion Price" will be equal to the lower of (i)
$2.25 or (ii) eighty-two percent (82%) of the average closing bid price of a
share of Common Stock as quoted on the Nasdaq National Market over the five (5)
consecutive trading days immediately preceding the date of notice of conversion
of the Preferred Stock. The Company is not required to issue shares of Common
Stock equal to or greater than twenty percent (20%) of the Common Stock
outstanding on the date of the initial issuance of the Preferred Stock. At the
time of the initial issuance of the Preferred Stock, the Company had outstanding
7,243,154 shares of Common Stock, twenty percent of which equaled 1,268,251
shares. The Company has the option of seeking stockholder approval for the
issuance of shares in excess of 1,268,251 shares, seeking Nasdaq National Market
approval for the issuance of shares greater than 1,268,251 shares or redeeming
the shares in excess of 1,268,251 shares.

     The shares of Common Stock owned by Vintage Products, Inc. ("Vintage")
consist of up to 1,600,000 shares of Common Stock issuable upon conversion of
the Preferred Stock. For purposes of determining the number of shares of Common
Stock owned by Vintage for this Form 10-K, the number of shares of Common Stock
calculated to be issuable upon conversion of the Preferred Stock is based on a
conversion price of $1.5244 represents an average closing bid price of the
Common Stock over five consecutive trading days. Such conversion price is used
merely for the purposes of setting forth a number for this Form 10-K and is
greater than the average closing bid price over the five consecutive trading
days preceding April 21, 1997 which was $1.40. The number of shares of Common
Stock issuable upon conversion of the Preferred Stock is subject to adjustment
depending on the date of the conversion thereof and could be materially less or
more than such estimated amount depending on factors which cannot be predicted
by the Company including, among other things, the future market price of the
Common Stock. See "Business--Recent Developments--Sale of Preferred Stock" and
"Business--Factors that May Affect Future Results--Potential Volatility of Stock
Price."

     Shutdown of NewLogic Corporation Operations. In June 1996, the Company
acquired NewLogic Corp. ("NewLogic") with the strategy to expand Paradigm's
product line beyond SRAMs. In early 1997, the Company believed that it was in
Paradigm's best interest to shut down the NewLogic operation and focus on
Paradigm's core SRAM products and markets.

                                        1

<PAGE>


                                    PART III

ITEM 11.  EXECUTIVE COMPENSATION.
          ----------------------

SUMMARY COMPENSATION TABLE

     The following table provides certain summary information concerning
compensation paid to the Company's Chief Executive Officer, and each of the
other four most highly compensated executive officers, who were serving as
executive officers on December 31, 1996 (the "Named Executive Officers") and
whose aggregate salary and bonus exceeded $100,000, for the fiscal years ended
December 31, 1994, 1995 and 1996.


<TABLE>
                           Summary Compensation Table

<CAPTION>
                                                                                                   Long-Term
                                                                                                  Compensation
                                                         Annual Compensation(1)                     Payouts
                                              -----------------------------------------------     ------------
                                                                                                   Securities
                                                                                 Other Annual      Underlying
Name and Principal Position         Year      Salary($)      Bonus($)(2)       Compensation($)     Options(#)
---------------------------         ----      ---------      -----------       ---------------     ----------

<S>                                 <C>       <C>             <C>                <C>                <C>      
Michael Gulett                      1996      $249,185        $ 85,000               --              25,000(3)
 President and Chief                1995       219,692         115,000               --              15,000(4)
 Executive Officer                  1994       171,923          24,000               --             180,000

Robert C. McClelland                1996       128,076          17,000               --              13,000(5)
 Former Chief Financial             1995       121,792          18,000               --              10,000(6)
 Officer                            1994       112,599           5,000               --              33,750

Dennis McDonald (7)
 Vice President, Human              1996       134,302          19,174               --              17,000(8)
 Resources                          1995        70,400             175               --              25,000(9)

Philip Siu (7)
 Vice President,                    1996       139,195          25,174               --              22,000(10)
 Engineering                        1995        92,308          25,155               --              62,500(11)

James Boswell (7)
 Vice President, Sales              1996       119,638           9,174           $1,385(12)          26,250(13)
 and Marketing                      1995         6,250              --               --              15,000(14)

--------------

(1)  The Company changed its fiscal year-end from March 31 to December 31 in
     June 1994. For purposes of the Summary Compensation Table, the 1994 fiscal
     year figures presented reflect annual compensation for the four quarters
     ended December 31, 1994.

(2)  Represents cash bonuses, profit sharing and commissions paid during the
     year.

(3)  Includes options granted on February 3, 1997 for 25,000 shares upon
     cancellation of a previous option granted on July 24, 1996.

(4)  Includes options granted on February 3, 1997 for 15,000 shares upon
     cancellation of a previous option granted on June 15, 1995.

(5)  Includes options granted on February 3, 1997 for 5,000 shares and 8,000
     shares upon cancellation of previous options granted on January 1, 1996 and
     July 24, 1996, respectively.

(6)  Includes options granted on February 3, 1997 for 10,000 shares upon
     cancellation of a previous option granted on June 15, 1995.

(7)  Mr. Siu, Mr. McDonald and Mr. Boswell were hired by the Company in April,
     May and November 1995, respectively.

(8)  Includes options granted on February 3, 1997 for 5,000 shares and 12,000
     shares upon cancellation of previous options granted on January 1, 1996 and
     July 24, 1996, respectively.

(9)  Includes options granted on February 3, 1997 for 25,000 shares upon
     cancellation of a previous option granted on May 24, 1995.

(10) Includes options granted on February 3, 1997 for 10,000 shares and 12,000
     shares upon cancellation of previous options granted on January 1, 1996 and
     July 24, 1996, respectively.

(11) Includes options granted on February 3, 1997 for 62,500 shares upon
     cancellation of a previous option granted on April 20, 1995.

                                        2

<PAGE>

(12) Represents automobile expenses.

(13) Includes options granted on February 3, 1997 for 15,000 shares and 11,250
     shares upon cancellation of previous options granted on July 24, 1996 and
     November 21, 1996, respectively.

(14) Includes options granted on February 3, 1997 for 15,000 shares upon
     cancellation of previous options granted on December 28, 1995.
</TABLE>

                                        3


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------

     The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1997 by: (i) each person
known to the Company to beneficially own more than five percent of the Company's
Common Stock, (ii) each of the Company's directors, (iii) each of the named
executive officers, and (iv) all directors and executive officers of the Company
as a group. Except as indicated in the footnotes to this table, the persons
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by such person subject to
community property laws where applicable.

<TABLE>
<CAPTION>
                                                                Shares
                                                             Beneficially
  Name of Beneficial Owner                                      Owned              Percent
  ------------------------                                   ------------          -------

<S>                                                           <C>                    <C>  
Vintage Products, Inc.(1)
Arlozorv Street
Telaviv, Israel .......................................       1,600,000              22.1%

Chiang Lam (2).........................................       1,350,000              18.7

ACMA Limited(3)
17 Jurong Port Road
Singapore 2261.........................................       1,300,000              18.0

Atmel Corporation(3)
2125 O'Nel Drive
San Jose, CA 95131.....................................       1,028,050              13.9

Michael Gulett(4)......................................         183,125               2.5

Philip Siu(5)..........................................          33,750                 *

James L. Kochman(6)....................................          21,875                 *

Robert C. McClelland(7)................................          14,572                 *

Dennis McDonald(8).....................................          12,708                 *

Richard Morley.........................................          11,000                 *

James Boswell(9).......................................           3,750                 *

George J. Collins(10)..................................           3,125                 *

S. Atiq Raza(11).......................................           3,125                 *

All directors and executive officers as a group
(10 persons)(12).......................................         291,331               3.9

----------

*      Less than one percent (1%).

(1)    Represents up to 1,600,000 shares of Common Stock issuable upon
       conversion of the Company's Preferred Stock. For purposes of determining
       the number of shares of Common Stock owned by Vintage Products, Inc., the
       number of shares of Common Stock calculated to be issuable upon
       conversion of the Preferred Stock is based on a conversion price of
       $1.5244 which represents an average closing bid price of the Common Stock
       over five consecutive trading days. Such conversion price is arbitrarily
       selected and is greater than the average closing bid price over the five
       consecutive trading days preceding April 21, 1997 which was $1.40. The
       number of shares of Common Stock issuable upon conversion of the
       Preferred Stock is subject to adjustment depending on the date of the
       conversion thereof and could be

                                        4


<PAGE>


       materially less or more than such estimated amount depending on factors
       which cannot be predicted by the Company including, among other things,
       the future market price of the Common Stock. See "The Company--Recent
       Developments--Sale of Preferred Stock" and "Business--Factors That May
       Affect Future Results--Potential Volatility of Stock Price." The natural
       persons who share beneficial ownership of the shares of Common Stock
       owned by Vintage Products, Inc. are unknown to the Company and do not
       include any of the persons listed on this Selling Stockholders table.
(2)    Includes 1,110,000 shares held by ACMA and 200,000 shares issuable upon
       exercise of outstanding warrants. Also includes 50,000 shares issuable
       upon exercise of outstanding warrants held by Mr. Lam. Mr. Lam is a
       consultant and advisor to ACMA. Mr. Lam disclaims beneficial ownership of
       the shares held by ACMA.
(3)    Includes 200,000 shares issuable upon exercise of outstanding warrants.
       ACMA is a publicly held Singapore Corporation. The directors of ACMA who
       share voting and investment power with respect to the shares held by ACMA
       are as follows: Quek Sim Pin, Executive Chairman; Tan Chee Jin; Tan Seng
       Tjie; Rai Rajen, Managing Director; Low Seow Chye; Kwok Chee Wai; Tan
       Keng Lin; and Chou Kong Seng, Finance Director. See note 2 above.
(4)    Includes 171,875 shares subject to stock options that are exercisable or
       will become exercisable within 60 days of February 20, 1997.
(5)    Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(6)    Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(7)    Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(8)    Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(9)    Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(10)   Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(11)   Represents shares subject to stock options that are exercisable or will
       become exercisable within 60 days of February 20, 1997.
(12)   Includes 270,081 shares subject to stock options that are exercisable or
       will become exercisable within 60 days of February 20, 1997.
</TABLE>


Section 16(a)     Beneficial Ownership Reporting Compliance.

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules of the Securities and Exchange Commission (the "Commission")
thereunder require the Company's directors, executive officers and 10%
beneficial owners to file reports of their ownership and changes in ownership of
Common Stock with the Commission. Personnel of the Company generally prepare
these reports on the basis of information obtained from the Company's directors
and officers. Based on such information, the Company believes that all reports
required by Section 16(a) of the Exchange Act to be filed by its directors and
executive officers during the last fiscal year were filed on time, except that a
Form 4 for Richard Veldhouse was inadvertently filed late for his November 1996
transactions. Although each is a greater than 10% beneficial owner of the
Company's Common Stock, the Company believes that Atmel Corporation and Vintage
Products, Inc. made no filings required by Section 16(a) of the Exchange Act.

                                        5

<PAGE>


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
           ----------------------------------------------------------------

     Exhibits.
     --------

     The exhibits listed under Item 14(c) are filed or incorporated by reference
     herein.

 (c) Exhibits
     --------

     The Exhibits listed below are filed or incorporated by reference herein.


                                INDEX TO EXHIBITS


    Exhibit
    Number                             Exhibit
    -------                            --------

      1.3           Agreement and Plan of Merger between the Registrant and
                    Paradigm Technology Delaware Corporation, a Delaware
                    corporation.(1)

      1.4           Agreement and Plan of Merger dated as of June 5, 1996
                    between the Registrant and NewLogic Corp.(8)

      2.1           Third Amended Joint Plan of Reorganization effective June
                    21, 1994.(1)

      2.2           Stock Purchase Agreement, dated as of January 21, 1997, by
                    and between Paradigm Technology, Inc. and Vintage Products,
                    Inc.(7)

      2.3           Securities Purchase Agreement dated as of April 22, 1996
                    between the Registrant, NewLogic Corp. and certain
                    securityholders of NewLogic Corp.(8)

      2.4           First Amendment to Securities Purchase Agreement dated as of
                    April 22, 1996 between the Registrant, NewLogic Corp. and
                    certain securityholders of NewLogic Corp.(8)

      2.5           Investor Securities Purchase Agreement dated as of May 29,
                    1996 between the Registrant and certain Investors listed on
                    Schedule A attached thereto.(8)

      3.1           Amended and Restated Certificate of Incorporation.(1)

      3.2           Bylaws of the Registrant, as amended.(1)

      4.1           Certificate of Designation of the 5% Series A Convertible
                    Redeemable Preferred Stock as filed with the Secretary of
                    State of the State of Delaware.(7)

      9.1           Voting Trust Agreement dated as of May 24, 1996 between Hans
                    Olsen and the persons listed on Schedule A attached
                    thereto.(8)

      10.1          Amended and Restated 1994 Stock Option Plan of the
                    Registrant (the "Plan").(5)

      10.2          Form of Incentive Stock Option Agreement under the Plan.(1)

      10.3          Form of Nonstatutory Stock Option Agreement under the
                    Plan.(1)

      10.4          1995 Employee Stock Purchase Plan of the Registrant.(1)


                                        6


<PAGE>

    Exhibit
    Number                             Exhibit
    -------                            --------

      10.5          Office Building Lease between Sobrato Development Companies
                    #871, a California limited partnership and the Registrant
                    dated December 7, 1988.(1)

      10.6          Second Amendment to Office Building Lease between Sobrato
                    Development Companies #871, a California limited partnership
                    and the Registrant dated June 18, 1990.(1)

      10.7          First Amendment to Office Building Lease between Sobrato
                    Development Companies #871, a California limited partnership
                    and the Registrant dated May 4, 1989.(1)

      10.8          Technology Development Agreement for SRAM/ASM Process
                    Technology and Design between NKK Corporation and the
                    Registrant dated January 17, 1992.(1)(2)

      10.9          Side Letter to Technology Development Agreement for SRAM/ASM
                    Process Technology and Design between NKK Corporation and
                    the Registrant dated January 17, 1992.(1)

      10.10         Amendment No. 1 to Technology Development Agreement for
                    SRAM/ASM Process Technology and Design between NKK
                    Corporation and the Registrant dated October 23, 1992.(1)(2)

      10.11         Amendment No. 2 to Technology Development Agreement for
                    SRAM/ASM Process Technology and Design between NKK
                    Corporation and the Registrant dated October 30, 1992.(1)

      10.12         Amendment No. 3 to Technology Development Agreement for
                    SRAM/ASM Process Technology and Design between NKK
                    Corporation and the Registrant dated February 16,
                    1995.(1)(2)

      10.13         Restated Technology Development Agreement for 4Mb SRAM
                    Process and Design between NKK Corporation and the
                    Registrant dated May 26, 1992.(1)(2)

      10.14         Amendment No. 1 to Restated Technology Development Agreement
                    for 4Mb SRAM Process and Design between NKK Corporation and
                    the Registrant dated October 23, 1992.(1)(2)

      10.15         Amendment No. 2 to Restated Technology Development Agreement
                    for 4Mb SRAM Process and Design between NKK Corporation and
                    the Registrant dated October 30, 1992.(1)

      10.16         Restated Technology Transfer and License Agreement 256K/1Mb
                    SRAM Process and Design between NKK Corporation and the
                    Registrant dated May 26, 1992.(1)(2)

      10.17         Amendment No. 1 to Restated Technology Transfer and License
                    Agreement 256K/1Mb SRAM Process and Design between NKK
                    Corporation and the Registrant dated October 23, 1992.(1)(2)

      10.18         Amendment No. 2 to Restated Technology Transfer and License
                    Agreement 256K/1Mb SRAM Process and Design between NKK
                    Corporation and the Registrant dated October 30, 1992.(1)


                                        7

<PAGE>


      10.19         Amendment No. 3 to Restated Technology Transfer and License
                    Agreement 256K/1Mb SRAM Process and Design between NKK
                    Corporation and the Registrant dated August 16, 1994.(1)(2)

      10.20         Agreement on 1M SRAM Sales Right and OEM Supply and
                    Modification of Existing Agreements between NKK Corporation
                    and the Registrant dated April 18, 1995.(1)(2)

      10.21         Marketing and Resale Agreement between the Registrant and
                    National Semiconductor Corporation dated October 13,
                    1994.(1)(2)

      10.22         License and Manufacturing Agreement between the Registrant
                    and Atmel Corporation dated April 28, 1995.(1)(2)

      10.23         Patent License Agreement between the Registrant and American
                    Telephone and Telegraph Company dated December 13, 1990.(1)

      10.24         Amended and Restated Registration Rights Agreement between
                    the Registrant and certain stockholders of the Registrant
                    dated April 28, 1995.(1)

      10.25         Amended Warrant for 50,000 shares of Common Stock of the
                    Registrant issued to ACMA Limited on June 23, 1994.(1)

      10.26         Warrant for 100,000 shares of Common Stock transferred by
                    ACMA Limited to Chiang Lam on December 9, 1994.(1)

      10.27         Warrant for 50,000 shares of Common Stock issued by the
                    Registrant to ACMA Limited on January 25, 1995 between the
                    Registrant and Atmel Corporation.(1)

      10.28         Warrant for 350,000 shares of Common Stock of the Registrant
                    transferred by ACMA Limited to Atmel Corporation on May 1,
                    1995.(1)

      10.29         Loan and Security Agreement between the Registrant and
                    Greyrock Business Credit dated February 28, 1995.(1)

      10.30         Amendment to Loan Documents between the Registrant and
                    Greyrock Business Credit dated April 7, 1995.(1)

      10.31         Amendment to Loan Documents between the Registrant and
                    Greyrock Business Credit dated May 1, 1995.(1)

      10.32         Form of Indemnification Agreement.(1)

      10.33         General Release and Covenant Not to Sue dated May 24, 1995
                    between Anthony C. Langley and the Registrant.(1)

      10.34         Stock Purchase Agreement dated as of April 28, 1995 between
                    the Registrant and Atmel Corporation.(1)

      10.35         Letter of Credit dated March 2, 1995 issued by Royal Bank of
                    Canada Singapore on behalf of ACMA Limited in favor of
                    Greyrock Business Credit.(1)

      10.36         Observation Rights Agreement dated June 16, 1995 between
                    ACMA Limited and the Registrant.(1)


                                        8

<PAGE>


      10.37         Third Amendment to Office Building Lease between Sobrato
                    Development Companies #871, a California limited partnership
                    and the Registrant dated December 21, 1995.(3)

      10.38         Loan and Security Agreement dated February 9, 1996 between
                    Bank of the West and the Registrant.(3)

      10.39         Loan and Security Agreement dated February 14, 1996 between
                    the Registrant and the CIT Group/Equipment Financing,
                    Inc.(4)

      10.40         Agreement of Purchase and Sale of Assets dated as of
                    November 7, 1996 between the Registrant and Orbit
                    Semiconductor, Inc. Exhibits to this Agreement omitted from
                    this report will be furnished to the Securities and Exchange
                    Commission upon request.(6)

      10.41         Wafer Manufacturing Agreement dated as of November 7, 1996
                    between the Registrant and Orbit Semiconductor, Inc.(6)

      10.42         Promissory Note dated November 15, 1996 in the aggregate
                    principal amount of $4,800,000 issued by Orbit
                    Semiconductor, Inc. to the Registrant.(6)

      10.43         Promissory Note dated November 15, 1996 in the aggregate
                    principal amount of $1,000,000 issued by Orbit
                    Semiconductor, Inc. to the Registrant.(6)

      10.44         Office Building Lease Agreement dated December 26, 1996
                    between the Registrant, John Arrillaga, Trustee, UTA dated
                    7/20/77 and Richard T. Perry, Trustee, UTA dated 7/20/77.(8)

      10.45         Loan and Security Agreement dated October 25, 1996 between
                    the Registrant and Greyrock Business Credit.(8)

      10.46         Employee letter agreement dated May 23, 1996 between the
                    Registrant and Hans Olsen.(8)

      10.47         Employee letter agreement dated May 24, 1996 between the
                    Registrant and Bruce Campbell.(8)

      10.48         Employee letter agreement dated May 23, 1996 between the
                    Registrant and Gregory Roberts.(8)

      10.49         Executive Compensation Agreement dated August 26, 1996
                    between the Registrant and Michael Gulett.(8)

      11.1          Computation of Net Income (Loss) Per Share.(8)

      23.1          Consent of Price Waterhouse LLP, Independent Accountants.

      27.1          Financial Data Schedule.(8)

--------------------

(1)    Incorporated by reference to Registration Statement on Form S-1 (Reg. No.
       33-92390).
(2)    Confidential treatment granted as to certain portions.

                                        9


<PAGE>


(3)    Incorporated by reference to the Company's Annual Report on Form 10-K for
       the year ended December 31, 1995.

(4)    Incorporated by reference to the Company's Quarterly Report on Form 10-Q
       for the quarter ended March 31, 1996.

(5)    Incorporated by reference to the Company's Quarterly Report on Form 10-Q
       for the quarter ended September 30, 1996.

(6)    Incorporated by reference to the Company's Current Report on Form 8-K
       filed with the Securities and Exchange Commission on December 2, 1996.

(7)    Incorporated by reference to the Company's Current Report on Form 8-K
       filed with the Securities and Exchange Commission on February 6, 1997.

(8)    Incorporated by reference to the Company's Annual Report on Form 10-K for
       the year ended December 31, 1996.


                                       10

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  April 30, 1997


                                   PARADIGM TECHNOLOGY, INC.



                                   By             /s/ Michael Gulett
                                      -----------------------------------------
                                                  Michael Gulett
                                       President and Chief Executive Officer


                                       11