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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-K/A
 
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996     COMMISSION FILE NUMBER: 0-26380
 
                                 PIXTECH, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ----------------
 
               DELAWARE                              04-3214691
    (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
 
                 AVENUE OLIVIER PERROY, 13790 ROUSSET, FRANCE
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
 
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
 
                           011-33- (0) 4-42-29-10-00
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                         NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                          ON WHICH REGISTERED
             -------------------                         ---------------------
             <S>                                         <C>
                    None                                         None
</TABLE>
 
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 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 this Form 10-K or any
amendment to this Form 10-K.
 
  The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 3, 1997 was: $59,589,506.
 
  There were 13,716,032 shares of the registrant's Common Stock outstanding as
of March 3, 1997.
 
                               ----------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
  Portions of the definitive proxy statement of the Registrant for the
Registrant's 1997 Annual Meeting of Shareholders to be held on April 18, 1997
which definitive proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the registrant's fiscal year
of December 31, 1996, are incorporated by reference into Part III of this Form
10-K.
 
  This Form 10-K/A is being filed for the sole purpose of adding Exhibit 27.1, 
Financial Data Schedule, to the Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996, which was filed on March 31, 1997.

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     This Form 10-K/A is being filed for the sole purpose of adding Exhibit 
27.1, Financial Data Schedule, to the Company's Annual Report on Form 10-K for 
the fiscal year ended December 31, 1996, which was filed on March 31, 1997.



<PAGE>
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K


(C)  EXHIBITS

<TABLE> 
<CAPTION> 
NUMBER  FOOTNOTE                         DESCRIPTION
------  --------                         -----------
<C>     <C>        <S> 
  3.1      1        Restated Certificate of Incorporation of Registrant.
  3.3      2        Restated By-Laws of Registrant.
  4.1      3        Specimen certificate for shares of Common Stock of the 
                    Registrant.
  4.2      3        Warrant to purchase 62,500 shares of Common Stock of the 
                    Registrant issued to Comdisco, Inc.
  4.3      6        Warrant to purchase 150,000 shares of Common Stock of the
                    Registrant issued to PanoCorp Display Systems, Inc.
  4.4      8        Warrant to purchase 463,708 shares of Common Stock of the
                    Registrant issued to Motorola, Inc.
 10.1    3,4,5      License Agreement in the Field of Flat Microtip Screens dated
                    as of September 17, 1992 between the Registrant and the 
                    Commissariat a l'Energie Atomique (the "CEA"), as amended.
 10.2    3,4,5      Research and Development Agreement in the Field of Flat 
                    Microtip Screens dated September 17, 1992 between the 
                    Registrant and the CEA.
 10.3     3,5       Cooperation and License Agreement dated June 29, 1993 between
                    the Registrant and Texas Instruments Incorporated.
 10.4     3,5       Cooperation and License Agreement dated November 27, 1993
                    between the Registrant and Futaba Corporation.
 10.5     3,5       License Agreement dated November 27, 1993 between the
                    Registrant and Futaba Corporation.
 10.6     3,5       Cooperation and License Agreement dated June 1, 1994 between
                    the Registrant and Raytheon Company.
 10.7      3        ESPRIT Project: 8730 Active Interest for Multimedia with Field
                    Emission Display dated December 1, 1993 among the Registrant
                    and other project participants.
 10.8      3        Master Lease Agreement dated December 12, 1994 between
                    COMDISCO France S.A. and PixTech France.
 10.9      3        Purchase Agreement dated December 23, 1994 between COMDISCO
                    France S.A. and PixTech France.
 10.10     3        Guarantee dated November 29, 1994 between the Registrant and 
                    COMDISCO.
 10.11     3        Leaseback Agreement dated April 5, 1995 between COMDISCO
                    France S.A. and PixTech France.
 10.12    3,4       Contract between L'Agence Nationale de Valorisation de la
                    Recharche and PixTech France dated March 3, 1993.
 10.13    3,4       Loan agreement between the Banque Worms and PixTech France
                    dated December 13, 1994, as amended.
 10.14     3        Amended and Restated 1993 Stock Option Plan.
 10.15     3        1995 Director Stock Option Plan.
 10.16     3        1995 Employee Stock Purchase Plan.
 10.17     3        Amended and Restated Investor Rights and Stockholder Voting
                    Registrant and certain of its stockholders.
 10.18    3,4       Real Estate Agreement between PixTech France and IBM France 
                    dated February 15, 1994 for space located in Montpellier,
                    France.
 10.19   3,4,5      Agreement of State Support of Technical Development and 
                    Research dated December 30, 1994 between PixTech France and
                    the Ministry of Industry, Postal Services and
                    Telecommunications and Foreign Trade.
</TABLE> 

                                       2
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<TABLE> 
<CAPTION> 
NUMBER  FOOTNOTE                    DESCRIPTION
------  --------                    -----------
<C>     <C>       <S> 
10.20       3       Form of Indemnification Agreement between the Registrant and
                    each of its directors.
10.21      3,5      Cooperation and License Agreement dated as of June 12, 1995
                    between the Registrant and Motorola, Inc.
10.22       6       Lease dated as of July 31, 1995 between the Registrant, as 
                    Lessee, and Pecton Court Associates as Lessor.
10.23       6       Lease dated as of March 1, 1996, between the Registrant, as
                    Lessee, and Frank Deverse as Lessor.
10.24       6       Registration Rights Agreement between the Registrant and
                    Panocorp Display Systems, Inc. dated February 20, 1996.
10.25      5,7      Termination Agreement dated July 15, 1996, between the
                    Registrant and Texas Instrument Incorporated.
10.26       5       Amendment No. 1, dated February 6, 1997, to the Cooperation
                    and License Agreement between the Registrant and Motorola.
10.27       8       Stock Purchase Agreement dated February 14, 1997, between the
                    Registrant and United Microelectronics Corporation.
10.28       8       Stock and Warrant Purchase Agreement dated February 6, 1997
                    between the Registrant and Motorola, Inc.
11.1        3       Statement re: computation of per share earnings--Pro Forma.
12.1        3       Statement re: computation of ratios.
21.1        3       Subsidiaries of the Registrant.
23.1        8       Consent of Ernst & Young.
27.1                Financial Data Schedule.
99.1        8       Important Factors Regarding Forward-Looking Statements.
</TABLE> 
--------
(1)  Filed as Exhibit 3.2. to the PixTech, Inc. Registration Statement on Form
     S-1 (Commission File No. 33-93024) and incorporated herein by reference.
(2)  Filed as Exhibit 3.4 to the PixTech, Inc. Registration Statement on Form
     S-1 (Commission File No. 33-93024) and incorporated herein by reference.
(3)  Filed as an exhibit with the same number to the PixTech, Inc. Registration
     Statement on Form S-1 (Commission File No. 33-93024) and incorporated
     herein by reference.
(4)  English translation filed.
(5)  Certain confidential material contained in the document has been omitted
     and filed separately with the Securities and Exchange Commission pursuant 
     to Rule 406 of the Securities Act of 1933, as amended.
(6)  Filed as an exhibit with the same number to the PixTech, Inc. Form 10-K
     for the fiscal year ended December 31, 1995 and incorporated herein by
     reference.
(7)  Filed as Exhibit 10 to the PixTech, Inc. Form 10-Q for the fiscal quarter
     ended June 30, 1996 and incorporated herein by reference.
(8)  Filed as an exhibit with the same number to the PixTech, Inc. Annual
     Report on Form 10-K filed with the Commission on March 31, 1997 and
     incorporated herein by reference.  
      
                                       3
<PAGE>
 
                                   SIGNATURE

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


                                          PixTech, Inc.
                                       

                                          /s/ Michael Lytton
                                          ------------------
Dated: July 3, 1997                           (Secretary)