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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549FORM 10-K/A



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Commission file number 000-29513

INSILICON CORPORATION(Exact name of registrant as
specified in its charter)

|Delaware                                                       | 77-0526155                         
|-------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. EmployerIdentification No.)

411 East Plumeria Drive, San Jose, California 95134(Address of principal executive offices, including zip code)

(408) 894-1900(Registrants telephone number, including area code)

Securities registered pursuant
to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, par value $.001(Title of each Class)

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 this Form 10-K or any amendment to this Form 10-K.o

The aggregate market value of the voting stock held by non-affiliates of the registrant as of
November 30, 2001, was $8,779,031 based upon the last reported sales price of the common stock on the Nasdaq National Market.

The number of shares of the registrants Common Stock outstanding
as of November 30, 2001 was 14,586,647.

Documents Incorporated by Reference

Portions of the
registrants definitive proxy statement to be filed pursuant to Regulation 14A in connection with the 2002 annual meeting of its stockholders are incorporated by reference into Part III of this Form 10-K.

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Explanatory Note

By filing this amendment to our Annual Report on Form 10-K for
the fiscal year ended September 30, 2001, inSilicon Corporation is:

1.Revising the cover page by removing a check mark from the following:

> 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. o

2.Adding a Power of Attorney to the signature page as set forth on such page below.

Other than the above referenced changes, our
Form 10-K, filed with the Securities and Exchange Commission on December 27, 2001, remains the same.





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



| |  | INSILICON CORPORATION                                                       
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| |  |                                                                             
| |  | By: /s/ Wayne C. Cantwell                                                   
| |  | Wayne C. CantwellPresident and Chief Executive OfficerDate: January
16, 2002
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POWER OF ATTORNEY

Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Wayne C. Cantwell and Bryan J. LeBlanc, and each or any one of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual
Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|/s/ Wayne C. Cantwell                                      |  | /s/ Bryan LeBlanc                                       
|---------------------------------------------------------- |  | --------------------------------------------------------
|Wayne C. Cantwell Director and Principal Executive Officer |  | Bryan LeBlanc Principal Financial and Accounting Officer
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|Date: January 16, 2002                                     |  | Date: January 16, 2002                                  
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|/s/ Raymond J. Farnham                                     |  | /s/ Albert E. Sisto                                     
|Raymond J. Farnham Director                                |  | Albert E. Sisto Director                                
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|Date: January 16, 2002                                     |  | Date: January 16, 2002                                  
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|/s/ E. Thomas Hart                                         |  |                                                         
|E. Thomas Hart Director                                    |  |                                                         
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|Date: January 16, 2002                                     |  |