SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------
                                    FORM 10-Q



                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                 for the quarterly period ended January 29, 2000

                         Commission File Number 0-19558



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


      Delaware                                                 94-2418021
  (State of incorporation)                                 (I.R.S. Employer
                                                         Identification Number)

                              91 East Tasman Drive
                           San Jose, California 95134
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (408) 944-0250





     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  ____


     The number of  outstanding  shares (not including  treasury  shares) of the
Registrant's Common Stock as of February 25, 2000 was 6,090,000.


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Centigram Communications Corporation
Condensed Consolidated Balance Sheets

                                                      January 29,    October 30,
(In thousands, except share and per share data)           2000           1999
----------------------------------------------       ------------    -----------
                                                      (Unaudited)       (Note)
Assets
Current Assets:

    Cash and cash equivalents ....................      $ 24,249       $ 10,563
    Short-term investments .......................        31,033         34,135
    Trade receivables, net .......................        11,328         16,829
    Inventories ..................................         2,491          2,342
    Other current assets .........................         1,319          1,378
                                                        --------       --------
       Total current assets ......................        70,420         65,247
Property and equipment, net ......................         3,793          4,062
Intangible assets, net ...........................         4,960          5,233
Deposits and other assets ........................         3,906          4,212
                                                        --------       --------
                                                        $ 83,079       $ 78,754
                                                        ========       ========
Liabilities and Stockholders' Equity
Current Liabilities:
    Accounts payable .............................      $  3,234       $  3,866
    Accrued compensation .........................         3,546          4,229
    Deferred income ..............................         2,753          3,385
    Accrued expenses and other
      liabilities ................................         6,194          6,500
    Warranty and retrofit reserves ...............         1,874          1,945
                                                        --------       --------
       Total current liabilities .................        17,601         19,925
Commitments and contingencies
Stockholders' equity

    Preferred stock, $.001 par value,
       1,000,000 authorized; none
       outstanding ...............................            --             --
    Common stock, $.001 par value,
       25,000,000 authorized; 7,171,000
       outstanding and capital in
       excess of par value .......................        90,102         90,235
    Treasury stock, 1,092,000 and
       1,206,000 shares, at cost .................       (11,674)       (12,915)
    Accumulated deficit ..........................       (17,259)       (18,451)
    Accumulated other comprehensive
       income ....................................         4,309            (40)
                                                        --------       --------
       Total stockholders' equity ................        65,478         58,829
                                                        --------       --------
                                                        $ 83,079       $ 78,754
                                                        ========       ========

     Note:  The  balance  sheet at October 30,  1999 has been  derived  from the
audited  financial  statements  at that  date but does  not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. See accompanying notes.


<PAGE>



Centigram Communications Corporation

Condensed Consolidated Statements of Operations (Unaudited)

                                                           Quarters Ended
                                                     ---------------------------
                                                     January 29,     January 30,
(In thousands, except per share data)                    2000           1999
-----------------------------------------------      ------------   ------------
Net revenue ...................................        $ 19,014        $ 20,233
Cost and expenses:
    Cost of goods sold ........................           5,943           8,934
    Research and development ..................           3,620           4,153
    Selling, general and
      administrative ..........................           8,666           8,320
                                                       --------        --------
        Total cost and expenses ...............          18,229          21,407
                                                       --------        --------
Operating income (loss) .......................             785          (1,174)
Other income and expense, net .................             709             590
                                                       --------        --------
Income (loss) before income taxes .............           1,494            (584)
Provision for income taxes ....................             302              95
                                                       --------        --------
Net income (loss) .............................        $  1,192        $   (679)
                                                       ========        ========

Basic income (loss) per share .................        $   0.20        $  (0.10)
                                                       ========        ========
Diluted income (loss) per share ...............        $   0.18        $  (0.10)
                                                       ========        ========

Shares used for basic income
  (loss) per share ............................           6,009           6,572
                                                       ========        ========
Shares used for diluted income
  (loss) per share ............................           6,608           6,572
                                                       ========        ========


See accompanying notes.







<PAGE>



Centigram Communications Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                            Quarters Ended
                                                      --------------------------
                                                       January 29,   January 30,
(In thousands)                                            2000          1999
--------------------------------------------------    ------------  ------------
Cash and equivalents, beginning of period ........      $ 10,563       $ 23,430
                                                      ------------  ------------

Cash flows from operations:

    Net income (loss) ............................         1,192           (679)
    Depreciation and amortization ................         1,043          1,574
    Trade receivables, net .......................         5,501          1,053
    Inventories ..................................          (149)         1,091
    Other assets .................................           348            160
    Accounts payable .............................          (632)          (571)
    Patent settlement payable ....................            --         (9,200)
    Accrued expenses and other
      liabilities ................................        (1,692)          (640)
                                                      ------------  ------------
                                                           5,611         (7,212)
                                                      ------------  ------------
Cash flows from investing:

    Purchase of short-term investments ...........        (6,551)       (21,320)
    Proceeds from sale and maturities
      of short-term investments ..................        14,036         17,947
    Purchase of property and equipment ...........          (535)          (204)
                                                      ------------  ------------
                                                           6,950         (3,577)
                                                      ------------  ------------
Cash flows from financing:

    Proceeds from sale of common stock ...........         1,252            342
    Purchase of treasury shares ..................          (144)          (505)
    Other assets .................................            17             --
                                                      ------------  ------------
                                                           1,125           (163)
                                                      ------------  ------------
Net change in cash and equivalents ...............        13,686        (10,952)
                                                      ------------  ------------
Cash and equivalents, end of period ..............      $ 24,249       $ 12,478
                                                      ============  ============




  See accompanying notes.



<PAGE>


Centigram Communications Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)


Basis of Presentation

     The  accompanying  condensed  consolidated  financial  statements have been
prepared by the Company without audit and reflect all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management, necessary
to reflect a fair statement of the consolidated results for the interim periods.
For further information,  refer to the audited Consolidated Financial Statements
and  footnotes  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended  October 30,  1999.  The results of  operations  for the three
month period ended  January 29, 2000 may not  necessarily  be  indicative of the
results for the fiscal year ending October 28, 2000 or any future period.

Inventories

         Inventories consisted of:

         (In thousands)                      January 29, 2000   October 30, 1999
         ----------------------------------  ----------------   ----------------
Raw materials ............................       $  704             $  505
Work-in-process ..........................        1,156              1,134
Finished goods ...........................          631                703
                                                 --------           --------
                                                 $2,491             $2,342
                                                 ========           ========

Income (Loss) Per Share

     Basic  and  diluted  earnings  per share are  computed  using the  weighted
average  number of common  shares  outstanding  during the period.  In computing
diluted  earnings  per share in periods  with  income,  the  dilutive  effect of
options  are also  included  in the per share  computation.  Options to purchase
approximately  44,000 shares of common stock were outstanding during the quarter
ended January 29, 2000 but were not included in the  computation  of diluted net
income per share  because  the  options'  exercise  price was  greater  than the
average  market price of the common shares and,  therefore,  the effect would be
antidilutive. The details of these computations are as follows:

                                                           Quarters Ended
                                                    ----------------------------
                                                     January 29,     January 30,
(In thousands, except per share data)                    2000           1999
------------------------------------------------    ------------    -----------
Net income (loss) ...............................      $ 1,192        $  (679)
                                                       =======        ========

Weighted average shares outstanding .............        6,009          6,572
Effect of dilutive securities:
    Shares issued upon exercise of
    dilutive outstanding stock
    options .....................................          599             --
                                                       -------        -------
Adjusted weighted average shares ................        6,608          6,572
                                                       =======        ========

Basic income (loss) per share ...................      $  0.20        $ (0.10)
                                                       =======        ========
Diluted income (loss) per share .................      $  0.18        $ (0.10)
                                                       =======        ========



<PAGE>


Comprehensive Income (Loss)

     In the first quarter of fiscal 1999,  the Company  adopted the Statement on
Financial  Accounting  Standards  No. 130 (SFAS 130),  "Reporting  Comprehensive
Income."  SFAS 130  establishes  new  rules for the  reporting  and  display  of
comprehensive income and its components;  however adoption of this Statement had
no impact on the Company's net income or shareholders' equity. SFAS 130 requires
unrealized  gains or losses on the Company's  available-for-sale  securities and
foreign currency  translation  adjustments to be included in other comprehensive
income rather than as a separate component of shareholders' equity.

     The following are the components of  comprehensive  income  (loss),  net of
related tax:

                                                       Quarters Ended
                                                      --------------------------
                                                      January 29,    January 30,
(In thousands)                                            2000           1999
----------------------------------------              ------------   -----------
Net income (loss) ................................       $ 1,192        $  (679)
Unrealized gain (loss) on investments ............         4,383            (63)
Foreign currency translation adjustment ..........           (34)           (23)
                                                      ------------   -----------
                                                         $ 5,541        $  (765)
                                                      ============   ===========


     The following are the components of accumulated other comprehensive income:

                                                       January 29,   October 30,
(In thousands)                                            2000          1999
----------------------------------------              ------------   -----------
Unrealized gain on investments ...................       $ 4,464        $    81
Foreign currency translation adjustment ..........          (155)          (121)
                                                         -------        -------
                                                         $ 4,309        $   (40)
                                                         =======        =======

Pledge of Treasury Stock to Credit Bancorp

     In August 1999 the Company entered into a line of credit agreement ("Credit
Agreement")  with Credit  Bancorp,  N.V.  Pursuant to this Credit  Agreement the
Company  pledged 900,000 shares of its treasury stock as security for borrowings
under this credit  facility.  The Company  terminated this agreement in December
1999.  Legal  Proceedings  (See  Part  II,  Item  1.) for a  description  of the
circumstances resulting in the termination of this Credit Agreement.


<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

     The following  discussion  contains  forward-looking  statements  regarding
future  events or the future  financial  performance  of Centigram  that involve
risks  and  uncertainties.  These  statements  include  but are not  limited  to
statements  related to changes  in  Centigram's  research  and  development  and
selling,  general and administrative  expenses,  Centigram's effective tax rate,
Centigram's   expenditures  for  capital  equipment,   and  the  sufficiency  of
Centigram's  cash reserves.  Actual results could differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including  those set  forth in this  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations  under  "Certain  Trends  and
Uncertainties," and elsewhere herein.

     Centigram  designs,   manufactures  and  markets  unified   communications,
messaging,  Internet-  and  WAP-enabled  call  management  services to wireless,
wireline and Internet service  providers.  Centigram's  applications  operate on
common hardware and software platforms based on  industry-standard  hardware and
software, which is the Company's implementation of its Modular Expandable System
Architecture (MESA). Centigram's system architecture enables a user generally to
expand the capacity of a system in cost-effective  increments from the Company's
smallest  to  its  largest  system  configuration.  Centigram's  systems  can be
integrated with wireline and wireless switches,  paging systems and IP gateways.
Such systems are used for switching  telephone calls and  integrating  voice and
data  messaging  in a variety of service  provider  environments.  In  addition,
Centigram systems located at different sites can be linked together in a digital
network.

Results of Operations

     Net revenue for the first quarter of fiscal 2000 was $19.0  million,  which
was 6% lower than net revenue for the corresponding  quarter of fiscal 1999. The
decrease in net revenue from the first quarter of 1999  reflects  lower sales of
upgrades  and  expansion  products.  This  decrease was offset in part by higher
sales of custom  software  development  revenue.  The Company  recognized in the
first  quarter of fiscal 2000  approximately  $1.0 million of revenue on a sales
transaction that was previously deferred due to a financing  arrangement.  Sales
to  international  customers  were 42% of  revenues  for the  first  quarter  as
compared to 39% in the similar period of 1999.

     Gross  margin was 68.7% and 55.8% of net  revenue in the first  quarters of
2000 and 1999,  respectively.  This 12.9%  increase  from the prior year's first
quarter  reflects  improved  margins in large  systems and upgrade and expansion
products due to increased  software  content in these products  which  favorably
improves  gross margins and the higher  prices of these  products in the current
quarter. See "Certain Trends and Uncertainties."

     Research  and  development  ("R&D")  expenses  decreased  13% in the  first
quarter of 2000 as compared to the corresponding quarter of 1999 and represented
19% and 21% of net revenue, respectively.  This year over year decrease reflects
reduced prototype expense and lower depreciation  expenses. The Company believes
that  ongoing  development  of new products and features is required to maintain
and enhance its  competitive  position and  accordingly,  the Company expects to
continue to invest in R&D.

     Selling,  general and administrative  ("SG&A") expenses increased 4% in the
first  quarter of 2000 as compared to the  corresponding  quarter of fiscal 1999
and represented 46% and 41% of net revenue,  respectively.  This change reflects
increased salaries and related headcount expenses in sales and marketing.

     Other  income and  expense,  net was $0.7  million and $0.6 million for the
first quarter of 2000 and 1999, respectively.  Other income and expense, net, is
composed  primarily  of interest  income on  investments  and  foreign  currency
transaction  gains and  losses.  The  increase  in year over year  balances  was
primarily due to increases in interest income on investments.

     For fiscal year 2000, the Company  recorded a provision for income taxes at
an effective tax rate of 20%. The rate is lower than the  statutory  rate due to
recognition   of  previously   unrecognized   benefits  of  net  operating  loss
carryforwards.  The Company  recorded a provision for income taxes for the first
quarter of fiscal 2000 and 1999 for anticipated  foreign income tax liabilities.
No income tax benefits  were  recorded  for the losses  incurred in fiscal years
2000 and 1999 because  realization of the deferred tax asset arising as a result
of the losses sustained is dependent upon future taxable income,  the amount and
timing of which are  uncertain.  Accordingly,  a  valuation  allowance  has been
established  to fully  offset  the  deferred  tax asset  other  than that  which
represents potentially refundable taxes.

Liquidity and Capital Resources

     Cash and cash  equivalents  and short-term  investments at January 29, 2000
were $55.3 million,  increasing $10.6 million from the year-end balance of $44.7
million.

     For the first three  months ended  January 29, 2000 the net cash  generated
from operating  activities was $5.6 million.  Short-term  investments  increased
approximately  $4.4  million  from  year-end  because  of  the  mark  to  market
adjustment of the Company's  common stock and warrants in  InfoInterActive  Inc.
("IIA") as of January 29, 2000.  Trade  receivables  decreased $5.5 million from
the  year-end  balance  and days sales  outstanding  (computed  using  quarterly
revenues)  were 54 days in the first  quarter as  compared  to 72 days at end of
fiscal  1999.  This  decrease in trade  receivables  and  decrease in days sales
outstanding  was  primarily  due to improved  linearity of shipments  during the
first quarter versus the fourth quarter and improved  collections  from domestic
customers  during the  quarter.  Inventory  levels at January 29, 2000 were $0.1
million higher than the year-end  balance.  The Company  expects  investments in
receivables and inventories will continue to represent a significant  portion of
working capital.

     During the three  months ended  January 29, 2000,  the Company made capital
expenditures  of  approximately  $0.5  million.   These  expenditures  consisted
primarily of purchases of computer  equipment,  software,  and  engineering  lab
equipment.  The Company  currently expects to spend  approximately  $3.0 to $4.0
million for capital equipment during fiscal 2000,  although actual  expenditures
may differ from this forecast. In addition, the Company's Board of Directors has
authorized a stock  repurchase  program  whereby up to  2,500,000  shares of its
Common Stock may be repurchased in the open market from time-to-time. During the
first quarter of fiscal 2000 the Company purchased  approximately 15,000 shares.
The Company has purchased approximately 1,676,000 shares under this program at a
total cost of approximately  $18.7 million.  The Company may, in its discretion,
purchase additional shares under this program during fiscal 2000.

     The  Company's  principal  sources  of  liquidity  as of January  29,  2000
consisted  of  $55.3  million  of  cash  and  cash  equivalents  and  short-term
investments.  The Company presently  believes,  notwithstanding  its accumulated
deficit, that its existing cash and short-term investments will be sufficient to
support the Company's working capital,  capital equipment purchase requirements,
and stock repurchase program at least through fiscal 2000.

Certain Trends and Uncertainties

     The  Company  has in the past  experienced  and will  likely in the  future
experience substantial  fluctuations in quarterly operating results. The Company
generally  has  no  long-term  order  commitments  from  its  customers,  and  a
significant  portion of bookings and shipments in any quarter have  historically
occurred near the end of the quarter.  Accordingly, the Company has historically
operated  with very  little  backlog,  and net  revenue  has been  difficult  to
predict.  In  addition,  the portion of backlog  shippable  in the next  quarter
varies over time. As a result, revenue in future quarters will depend largely on
the level of orders received during such quarters.

     If new  order  bookings  do not meet  expected  levels,  or if the  Company
experiences delays in shipments at the end of a quarter,  operating results will
be adversely  affected,  and these  developments  may not become apparent to the
Company until near or at the end of a quarter.  Net revenue can also be affected
by product sales mix,  distribution  mix, the size and timing of customer orders
and shipments,  customer  returns and reserves  provided  therefor,  competitive
pricing pressures, the effectiveness of key distributors and the Company's sales
force in  selling  the  Company's  products,  changes in  distributor  inventory
levels,  the ability of the Company's joint marketing  partners to ship products
during the quarter,  the timing of new product  introductions by the Company and
its competitors,  regulatory  approvals,  and the availability of components for
the Company's products,  each of which is difficult to predict accurately.  Each
of such factors has in the past affected the Company's revenue.  The Company has
in the past experienced higher than usual headcount  turnover,  which has had an
adverse effect on the Company's  booking levels.  There can be no assurance that
such turnover will not continue in future periods. Any failure by the Company to
attract,  retain and train  additional  sales and other  personnel  could have a
material adverse effect on the Company's business and results of operations.

     A significant  portion of the Company's  net revenue is  attributable  to a
limited  number of customers.  The Company's  top five  customers  accounted for
approximately  44% and 58% of the  Company's net revenue in the first quarter of
fiscal  2000  and  1999,  respectively,  although  the  Company's  five  largest
customers were not the same in the two periods. Any material reduction in orders
from  one or more of such  customers  or the  cancellation  or  deferral  of any
significant  portion of backlog could have an adverse  effect on net revenue and
operating   results.   Such  concentration  of  sales  typically  results  in  a
corresponding  concentration  of accounts  receivable.  Although the Company has
established  reserves for  uncollectible  accounts,  the  inability of any large
customer  to pay  the  Company  could  have a  material  adverse  impact  on the
Company's financial position, results of operations and cash flows.

     Approximately  42% of the Company's sales in the first fiscal quarter ended
January 29, 2000 consisted of sales outside of the United States.  The Company's
international  sales are  subject  to a number  of  additional  risks  generally
associated  with  international  sales,  including  the effect on demand for the
Company's products in international  markets as the results of any strengthening
or  weakening  of the U.S.  dollar,  the  effect  of  currency  fluctuations  on
consolidated  multinational financial results, state imposed restrictions on the
repatriation of funds,  import and export duties and  restrictions,  the need to
modify  products for local  markets,  and the logical  difficulties  of managing
multinational operations.  In particular,  the Company's sales in Asia and Latin
American  have  been  adversely   affected  in  recent   quarters  by  financial
difficulties in these regions and may be so adversely affected in the future.

     The  Company's  gross  margin  can be  affected  by a  number  of  factors,
including  changes in product  configuration and mix including the volume of OEM
products,  distribution channel and customer mix, cost and availability of parts
and  components,   royalty   obligations  to  suppliers  of  licensed  software,
provisions for warranty,  retrofits, and excess and obsolete inventory, customer
returns,  and  competitive  pressures  on pricing.  The Company has  experienced
increasing  competitive pricing pressure in its markets and expects this pricing
pressure to continue. Further,  distributors purchase products at discounts, and
the Company's  margins can therefore  vary depending upon the mix of distributor
and direct end user sales in any  particular  fiscal  period.  While the Company
anticipates that its sales mix will continue to fluctuate in future periods, the
Company  anticipates  selling an increasing  percentage of sales through  direct
sales rather than through distribution.

     The  Company's  future  success will depend in part upon the ability of the
Company to continue to introduce  new  features  and  products as the  Company's
markets  evolve,  new  technologies  become  available,   and  customers  demand
additional   functionality.   The   Company's   competitors   continue   to  add
functionality to their products,  and any failure by the Company to introduce in
a timely manner new products and features that meet customer  requirements would
adversely affect the Company's  operating  results and cash flows. The Company's
ability to develop such new features  and products  depends in large  measure on
its  ability  to  hire  and  retain  qualified   technical  talent  and  outside
contractors in highly  competitive  markets for such  services.  There can be no
assurance that the Company's product development efforts will be successful,  or
that it will be able to introduce new products in a timely manner.  Any material
additional  delays in the  introduction  and market  acceptance of such products
would be adverse to the Company's business. Moreover, customers' expectations of
the introduction of new products by the Company or its competitors can adversely
affect sales of current  products.  In addition,  upon the  introduction  of new
products,  the Company could be subject to higher customer  returns with respect
to prior  generations of products,  which could  adversely  affect the Company's
financial position, operating results and cash flows.

     The Company  presently uses third parties to perform  printed circuit board
and subsystem  assembly.  In addition,  although the Company has not experienced
significant problems with third-party manufacturers in the past, there can be no
assurance  that such  problems  will not  develop in the  future.  Although  the
Company  generally uses standard parts and components for its products,  certain
microprocessors,  line cards,  application cards and other semiconductor devices
and  other  components  are  available  from  sole  sources.  Other  components,
including power supplies,  disk drives,  certain other semiconductor devices and
subcontracted line card assemblies,  are presently  available or acquired from a
single  source  or from  limited  sources.  The  Company  has been  notified  by
suppliers that certain  components will no longer be manufactured.  To date, the
Company  has been able to obtain  adequate  supplies  of these  components  in a
timely manner from existing sources or, when necessary, from alternative sources
of supply  although such  alternatives  have resulted in increased  costs to the
Company.  However,  the inability to develop such alternative  sources if and as
required in the future,  to obtain  sufficient sole or limited source components
as  required,  or to locate  alternatives  to  discontinued  parts  would have a
material  adverse affect on the Company's  operating  results and cash flows. In
addition,  the Company's  products are  dependent on the QNX software  operating
system,    a    multitasking,    real-time    operating    system    for   Intel
microprocessor-based  computers.  In future periods,  the Company's products may
become  increasingly  dependent on software licensed from third party suppliers.
There can be no assurance  such  licenses  will  continue to be available to the
Company as needed or at commercially reasonable prices.

     In addition,  a number of other  companies,  including  competitors  of the
Company,  hold patents in the same general  area as the  technology  used by the
Company.  The  Company  from time to time has  received,  and may receive in the
future,  letters  alleging  infringement  of  patent  rights  by  the  Company's
products. For example, in December 1997,  representatives of Lucent informed the
Company that they believed that the Company's products may infringe upon certain
patents issued to Lucent, and that Lucent was seeking  compensation for any past
infringement by the Company. The Company evaluated the assertions of Lucent, and
in  October  1998  settled  with  Lucent by  signing  an  intellectual  property
cross-licensing  agreement and in November 1998 paid Lucent $9.2 million.  Third
party companies alleging  infringement could seek an injunction  prohibiting the
Company from selling some or all of its products, which would have an immediate,
adverse  impact in the Company's  business,  financial  condition and results of
operations.  There can be no  assurance  that the Company  would  prevail in any
litigation  to enjoin the Company from selling its products on the basis of such
alleged infringement, or that the Company would be able to license any valid and
infringed  patents on  reasonable  terms,  or at all. In October  1998,  CASA, a
distributor of the Company,  brought suit against the Company alleging  wrongful
termination of their  distribution  agreement and other claims. In October 1999,
the Company  settled  this dispute by agreeing to pay CASA  $700,000,  including
past due  commissions on prior sales.  This amount was accrued as of October 30,
1999 and was paid in the first quarter of fiscal 2000.

     Like many other  companies,  the year 2000 computer issue creates risks for
Centigram.  If internal  systems do not  correctly  recognize  and process  date
information  beyond  the year  1999,  there  could be an  adverse  impact on the
Company's operations. To address the year 2000 issues with its internal systems,
the Company  has  completed  and tested its  critical  systems  with the help of
outside  consultants and  contractors.  These  activities  encompassed all major
categories   of  systems  in  use  by  the   Company,   including   network  and
communications infrastructure,  manufacturing,  sales, customer service, finance
and administration.  As of January 29, 2000, all critical systems are considered
by the  Company to be year 2000  capable.  The  Company has also worked with its
critical  suppliers of products to determine that the suppliers'  operations and
the  products  they  provide are year 2000  capable.  The  Company has  received
responses  from its  critical  suppliers  that  they are year 2000  capable.  In
addition,  the Company has  completed a  contingency  plan to address  potential
problem areas with internal systems and with suppliers and other third parties.

     The Company also has a program to assess the  capability of its products to
handle the year 2000. As used by Centigram,  "Year 2000 Capable" means that when
used  properly  and in  conformity  with the  product  information  provided  by
Centigram,  the  Centigram  product will  accurately  store,  display,  process,
provide,  and/or  receive  data  from,  into,  and  between  the  twentieth  and
twenty-first  centuries,  including  leap year  calculations,  provided that all
other  technology  used in  combination  with  the  Centigram  product  properly
exchanges date data with the Centigram  product.  The Company  believes that its
products  are year 2000  capable.  The  Company is  incurring  various  costs to
provide customer support and customer  satisfaction services regarding year 2000
issues and it is anticipated that these expenditures will continue.

     Based on currently available information,  management does not believe that
the year 2000 matters  discussed  above related to internal  systems or products
sold to customers will have a material adverse impact on the Company's financial
condition or overall trends in results of operations.  There can be no assurance
that the failure to ensure year 2000  capability  by a supplier or another third
party would not have a material adverse effect on the Company.

     In April 1998 the Company  entered into an Agreement  for Purchase and Sale
of Assets  with  Mitel,  Inc.  and  Mitel  Corporation  (collectively,  "Mitel")
providing for the purchase by Mitel of the Company's customer premises equipment
("CPE") business.  Pursuant to this agreement, the Company has agreed, until May
of 2001, not to compete with Mitel in the CPE business. As a result, the Company
is unable to sell its  equipment or services to certain  customers,  which could
adversely  affect the  Company's  business,  financial  condition and results of
operations.

     In recent years,  stock markets have  experienced  extreme price and volume
trading  volatility.  This volatility has had a substantial effect on the market
prices of securities of many high  technology  companies for reasons  frequently
unrelated to the operating  performance of the specific  companies.  These broad
markets  fluctuations  may  adversely  affect the market price of the  Company's
common stock. In addition, the trading price of the Company's common stock could
be subject to wide fluctuations in response to quarter-to-quarter  variations in
operating results, announcements of new products or technological innovations by
the Company or its  competitors,  and general  conditions  in the  computer  and
communications industries.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

PLEDGE OF TREASURY STOCK TO CREDIT BANCORP

     In August  1999 the  Company  entered  into a credit  facility  with Credit
Bancorp,  N.V.  Pursuant to the credit  facility,  the Company  pledged  900,000
shares of its treasury stock to Credit Bancorp as security for borrowings  under
the credit  facility.  Credit Bancorp agreed that the Centigram  treasury shares
were to be placed in a trust account and were not to be sold, pledged,  margined
or otherwise transferred.

     In November 1999 the Securities and Exchange  Commission  commenced a civil
action against Credit Bancorp and certain  entities and  individuals  affiliated
with it, alleging numerous violations of the federal securities laws relating to
Credit  Bancorp's  "insured credit  facility  program." The SEC alleges that the
Credit Bancorp  defendants  induced investors to place restricted  securities in
trust accounts with Credit Bancorp,  which securities Credit Bancorp  improperly
either sold or used to obtain margin loans and converted the proceeds. While the
Company  is not  identified  as an  investor  in the SEC  complaint,  the Credit
Bancorp credit  facility  entered into by the Company is similar to the "insured
credit  facility"  described in the SEC  complaint  and the SEC  recognizes  the
Company as an investor in the insured  credit  facility  program.  In connection
with its action  against the Credit Bancorp  defendants,  the SEC has subpoenaed
the  Company to produce all  documents  relating  to its Credit  Bancorp  credit
facility. The Company has and intends to cooperate fully with the SEC.

     Contrary to the express terms of the credit facility, Credit Bancorp placed
the  Centigram  treasury  shares in margin  accounts and these  treasury  shares
secure  outstanding  margin loans.  In December 1999 the Company  terminated the
Credit Bancorp credit  facility and demanded the return of the treasury  shares.
The Company did not borrow any funds under the Credit Bancorp credit facility.

     Upon the  request of the SEC,  the  United  States  District  Court for the
Southern  District of New York issued a temporary  restraining order against the
Credit  Bancorp  defendants  prohibiting  any further  violation  of the federal
securities  laws.  The  court  also  froze  the  assets  of the  Credit  Bancorp
defendants,  including  the Centigram  treasury  shares.  The court  appointed a
receiver,  who is authorized to take control of Credit Bancorp's  funds,  assets
and property and to take any action  necessary and  appropriate  to preserve and
prevent the dissipation of Credit Bancorp's assets. The receiver has reported to
the  Company  that none of the 900,000  treasury  shares has been sold by Credit
Bancorp  and that  all  Centigram  treasury  shares  remain  in  Credit  Bancorp
brokerage  accounts.  Under the court's  order,  the  receiver  may not sell any
securities  deposited  by Credit  Bancorp  customers,  including  the  Company's
treasury  shares,  without the  approval of the Court after notice to all Credit
Bancorp customers.

     The receiver has advised the court and all Credit Bancorp customers that he
believes  that  as  of  November  30,  1999  Credit  Bancorp  had  approximately
$183,000,000  in assets and that the  shortfall  between  the  aggregate  amount
invested by all Credit Bancorp  customers and available  assets is approximately
$50,000,000. Based upon the SEC's prior practice, it is likely that the SEC will
request the court to allocate the available assets pro rata among all the Credit
Bancorp customers.  In that event, the Company may have to bear a portion of the
aggregate loss suffered by the Credit Bancorp  customers even though none of the
treasury  shares has been sold. The Company will request the court to direct the
receiver to return the Centigram  treasury  shares without any  contribution  or
other  payment by the Company.  The Company  cannot  predict with any  certainty
whether the court will grant its request for the return of the treasury shares.

     Any  shortfall  between the  aggregate  amount  invested by Credit  Bancorp
customers and available Credit Bancorp assets may be reduced by the availability
of insurance.  Credit Bancorp  maintained  insurance policies through Lloyd's of
London that may provide coverage for some or all of the losses. The receiver has
made a claim against these  insurance  policies.  The  insurers,  however,  have
responded that coverage is not available  under the policies.  It is likely that
the issue of insurance coverage will have to be resolved through litigation. The
receiver intends to retain counsel to pursue the interests of Credit Bancorp and
its  customers  against the  insurers.  It is  uncertain,  however,  whether the
receiver will prevail in any such litigation,  whether the insurance would cover
all losses and when  insurance  proceeds  would be available.  Any shortfall may
also be reduced to the  extent  the SEC is able to recover  from the  individual
defendants any proceeds from the improper sales and margin loans. However, it is
not possible to predict with any certainty whether the SEC will be successful in
recovering any proceeds from the individual defendants.

     Given  the  uncertainties  relating  to the  aggregate  amount  of the loss
suffered by, and the assets  available to satisfy the claims of, Credit  Bancorp
customers,  including the  availability of insurance,  and the actions the court
may take with respect to the distribution of the available  assets,  the Company
cannot predict with any certainty  whether it will be required to bear a portion
of the aggregate loss suffered by Credit Bancorp customers.  If the Company does
not fully recover its treasury shares,  it is anticipated that such loss will be
reflected within stockholders' equity and, possibly, as a reduction in per share
earnings available for common shareholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Quantitative and qualitative information about market risk was addressed in
Item 7A of the  Company's  Form 10-K for the fiscal year ended October 30, 1999.
There has been no material change to that  information  required to be disclosed
in this Form 10-Q filing.

PART II - OTHER INFORMATION

Item 6.  Exhibits  and Reports on Form 8-K
         (a)  Exhibits.
              27.1  Financial Data Schedule.




<PAGE>


                                   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.

                                           CENTIGRAM COMMUNICATIONS CORPORATION
                                                      (Registrant)



Date:  March 7, 2000                       By      /s/ Robert L. Puette
                                           -------------------------------------
                                           Robert L. Puette
                                           President and Chief Executive Officer


Date:  March 7, 2000                       By      /s/ Thomas E. Brunton
                                           -------------------------------------
                                           Thomas E. Brunton
                                           Sr. Vice President and
                                             Chief Financial Officer