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 May 1, 1999

                         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 May 28, 1999, was 6,062,000.




<PAGE>


11

                                                                               1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Centigram Communications Corporation
Condensed Consolidated Balance Sheets

(In thousands, except share                                May 1,    October 31,
     and per share data)                                    1999          1998
----------------------------------------------------    ------------ -----------
                                                        (Unaudited)     (Note)
Assets
Current Assets:
    Cash and cash equivalents ......................     $  6,271      $ 23,430
    Short-term investments .........................       36,788        33,760
    Trade receivables, net .........................       16,303        14,566
    Inventories ....................................        2,998         5,297
    Other current assets ...........................        1,514         1,745
                                                         --------      --------
       Total current assets ........................       63,874        78,798
Property and equipment, net ........................        5,442         6,653
Intangible assets, net .............................        6,047         6,637
Deposits and other assets ..........................        3,826         3,889
                                                         ========      ========
                                                         $ 79,189      $ 95,977
                                                         ========      ========
Liabilities and Stockholders' Equity
Current Liabilities:
    Accounts payable ...............................     $  5,637      $  5,985
    Accrued compensation ...........................        3,342         4,034
    Patent settlement payable ......................           --         9,200
    Deferred income ................................        3,687         4,394
    Accrued expenses and other liabilities .........        5,598         5,179
    Warranty and retrofit reserves .................        1,777         1,977
                                                         --------      --------
       Total current liabilities ...................       20,041        30,769

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 ................................       90,509        90,625
    Treasury stock, 1,066,000 and 597,000
       shares, at cost .............................      (11,781)       (6,867)
    Accumulated deficit ............................      (19,715)      (18,844)
    Accumulated other comprehensive income .........          135           294
                                                         --------      --------
       Total stockholders' equity ..................       59,148        65,208
                                                         --------      --------
                                                         $ 79,189      $ 95,977
                                                         ========      =========

     Note:  The  balance  sheet at October 31,  1998 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)

                                        Quarter Ended         Six Months Ended
                                    --------------------    --------------------
(In thousands, except share and       May 1,      May 2,      May 1,     May 2,
      per share data)                  1999        1998        1999       1998
---------------------------------   --------    --------    --------   ---------

Net revenue .....................   $ 20,835    $ 21,202    $ 41,068   $ 39,360
Cost and expenses:
    Costs of goods sold .........      8,768      10,153      17,702     19,224
    Research and development ....      4,189       5,115       8,342     10,087
    Selling, general and
       administrative ...........      8,630      11,081      16,950     21,822

                                    --------    --------    --------   --------
       Total costs and expenses .     21,587      26,349      42,994     51,133
                                    --------    --------    --------   --------
Operating loss ..................       (752)     (5,147)     (1,926)   (11,773)
Other income and expense, net ...        670         606       1,260      1,329
                                    --------    --------    --------   --------
Loss before income taxes ........        (82)     (4,541)       (666)   (10,444)
Provision for income taxes ......        110          65         205        140
                                    --------    --------    --------   --------
Net loss ........................   $   (192)   $ (4,606)   $   (871)  $(10,584)
                                    ========    ========    ========   ========

Basic earnings (loss) per share .   $  (0.03)   $  (0.66)   $  (0.13)  $  (1.51)
                                    ========    ========    ========   ========
Diluted earnings (loss) per share   $  (0.03)   $  (0.66)   $  (0.13)  $  (1.51)
                                    ========    ========    ========   ========


    See accompanying notes.




<PAGE>



Centigram Communications Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                      Six Months Ended
                                                ------------------------------
(In thousands)                                   May 1, 1999      May 2, 1998
------------------------------------------      ------------     -------------
Cash and equivalents, beginning of period         $ 23,430         $ 19,791
                                                  --------         --------

Cash flows from operations:
    Net loss .............................            (871)         (10,584)
    Depreciation and amortization ........           3,078            4,136
    Trade receivables ....................          (1,737)           3,606
    Inventories ..........................           2,299              661
    Other assets .........................             294           (1,257)
    Accounts payable .....................            (348)            (370)
    Accrued expenses and other liabilities         (10,380)            (887)
                                                  --------         --------
                                                    (7,665)          (4,695)
                                                  --------         --------
Cash flows used for investing:
    Purchase of short-term investments ...         (40,468)         (25,179)
    Proceeds from sale and maturities
       of short-term investments .........          37,347           22,909
    Purchase of property and equipment ...          (1,343)          (1,261)
                                                  --------         --------
                                                    (4,464)          (3,531)
                                                  --------         --------
Cash flows from financing:
    Proceeds from sale of common stock ...             409            2,612
    Purchase of treasury shares ..........          (5,439)          (2,454)
                                                  --------         --------
                                                    (5,030)             158
                                                  --------         --------
Net change in cash and equivalents .......         (17,159)          (8,068)
                                                  ========         ========
Cash and equivalents, end of period ......        $  6,271         $ 11,723
                                                  ========         ========

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 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 31, 1998.  The results of  operations  for the three and six
month periods ended May 1, 1999 may not necessarily be indicative of the results
for the fiscal year ending October 30, 1999 or any future period.

Inventories

         Inventories consisted of:

                                               May 1,           October 31,
         (In thousands)                         1999               1998
         --------------------------------   -----------        -----------
         Raw materials ..................      $  453             $1,198
         Work-in-process ................       1,077              1,793
         Finished goods .................       1,468              2,306
                                            -----------        -----------
                                               $2,998             $5,297
                                            ===========        ===========

Loss Per Share

     Basic and diluted per share amounts are computed using the weighted average
number of common shares outstanding during the periods. In computing diluted per
share amounts in periods with income,  the dilutive effect of stock options were
also included in the per share  computations.  Options to purchase  common stock
were  outstanding  during the three and six-month  periods ended May 1, 1999 and
May 2, 1998,  but were  excluded  from the  computation  of diluted net loss per
share because the effect in these periods would have been anti-dilutive.

         The details of these computations are as follows:


                                    Quarter Ended             Six Months Ended
                                 --------------------      --------------------
(In thousands, except share       May 1,       May 2,       May 1,       May 2,
     and per share data)           1999         1998         1999         1998
-------------------------------- ---------   ---------     ---------   ---------
Net loss ....................... $  (192)     $(4,606)     $ (871)     $(10,584)
                                 =========   =========     =========   =========

Weighted average shares
    outstanding ................   6,332        6,996       6,452         7,006
Effect of dilutive securities:
    Shares issued upon exercise
    of dilutive outstanding
    stock options ..............     --           --           --            --
                                 =========    =========    =========  ==========
Adjusted weighted average shares   6,332        6,996       6,452         7,006
                                 =========    =========    =========  ==========

Basic loss per share ........... $ (0.03)     $ (0.66)     $(0.13)     $  (1.51)
                                 =========    =========    =========  ==========
Diluted loss per share ......... $ (0.03)     $ (0.66)     $(0.13)     $  (1.51)
                                 =========    =========    =========  ==========



<PAGE>


Comprehensive Income (Loss)

     As of November 1, 1998,  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. Prior to
adoption,  unrealized  gains or losses related to foreign  currency  translation
adjustments were reported as a separate component of shareholders' equity.

     The following are the components of comprehensive income (loss):

                                   Quarter Ended             Six Months Ended
                               ---------------------     -----------------------
                                May 1,       May 2,        May 1,        May 2,
(In thousands)                   1999         1998          1999           1998
----------------------------   --------     ---------    -----------   ---------
Net loss ...................   $  (192)     $(4,606)     $   (871)     $(10,584)
Unrealized gain (loss) on
     investments ...........       (30)          52           (93)          135
Foreign currency translation
     adjustment ............       (43)          17           (66)           24
                               ========     ========      ==========   =========
                               $  (265)     $(4,537)     $ (1,030)     $(10,425)
                               ========     ========      ==========   =========

     The following are the components of accumulated other comprehensive income,
net of related tax:

                                                May 1,       October 31,
(In thousands)                                   1999           1998
------------------------------------------    -----------    -----------
Unrealized gain on investments ...........       $ 249          $ 342
Foreign currency translation adjustment...        (114)           (48)
                                              ===========    ===========
                                                 $ 135          $ 294
                                              ===========    ===========
Pro Forma Information

     In June 1998, the Company purchased  substantially all of the assets of The
Telephone  Connection,  Inc.  ("TTC") for  approximately  $11.6 million in cash,
including  transaction costs of $0.4 million. The acquisition has been accounted
for using the purchase method of accounting.

     In May  1998,  the  Company  licensed  and sold  certain  Customer  Premise
Equipment  business unit assets to Mitel  Corporation ("the CPE Sale") for $26.8
million in cash, and Mitel assumed certain of the Company's liabilities.

     The  following  pro  forma  summary  represents  the  combined  results  of
operations of the Company,  plus the purchase of substantially all of the assets
of TTC as adjusted to reflect the amortization of tangible and intangible assets
acquired in the purchase,  less the sale of the CPE business unit, as if each of
these  transactions  had occurred at the beginning of fiscal 1998.  This summary
does not purport to be indicative of what operating  results would have been had
these  transactions  been made as of the  beginning  of fiscal 1998 nor are they
necessarily indicative of future operating results.


                                                 Six Months Ended
                                          ---------------------------
(In thousands, except                      May 1,           May 2,
     per share data)                        1999             1998
--------------------------------          ----------       ----------
Net revenue ....................          $41,068           $ 28,340
Loss before income taxes .......          $  (666)          $(12,394)
Net loss .......................          $  (871)          $(12,534)
Basic and diluted loss per share          $ (0.13)          $  (1.79)



<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  wireless  and  wireline
messaging,  enhanced services and communication systems that integrate voice and
facsimile  on the  Company's  communications  server and provide  access to this
multimedia information through a telephone or a PC. Centigram's applications all
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
and paging terminal systems. Such systems are used for switching telephone calls
and integrating  voice and facsimile  messaging in a variety of service provider
environments.  In addition,  Centigram systems located at different sites can be
linked together in a digital network.


<PAGE>



Pro Forma Combined Condensed Statements of Operations

     In June 1998, the Company purchased  substantially all of the assets of The
Telephone  Connection,  Inc.  ("TTC") for  approximately  $11.6 million in cash,
including  transaction costs of $0.4 million. The acquisition has been accounted
for using the purchase method of accounting.

     In May  1998,  the  Company  licensed  and sold  certain  Customer  Premise
Equipment  business unit assets to Mitel  Corporation (the "CPE Sale") for $26.8
million in cash,  and Mitel  assumed  certain of the Company's  liabilities.

     The following pro forma  statements and the discussion of pro forma results
herein  represent the combined  results of  operations of the Company,  plus the
purchase  of  substantially  all of the assets of TTC as adjusted to reflect the
amortization of tangible and intangible  assets  acquired in the purchase,  less
the sale of the CPE business unit, as if each of these transactions had occurred
at the beginning of fiscal 1998.  This summary does not purport to be indicative
of what operating results would have been had these transactions been made as of
the  beginning  of fiscal  1998 nor are they  necessarily  indicative  of future
operating results.

                                         Quarter Ended        Six Months Ended
                                    ----------------------   -------------------
(In thousands, except share           May 1,      May 2,     May 1,     May 2,
     and per share data)               1999        1998       1999       1998
----------------------------------  ---------   ----------  ---------  ---------
Net revenue .....................   $ 20,835    $ 15,524    $ 41,068   $ 28,340
Cost and expenses:
    Costs of goods sold .........      8,768       7,703      17,702     14,496
    Research and development ....      4,189       4,718       8,342      9,305
    Selling, general and
       administrative ...........      8,630       9,313      16,950     18,289
                                    ---------   ---------   ---------  ---------
        Total costs and expenses      21,587      21,734      42,994     42,090
                                    ---------   ---------   ---------  ---------
Operating loss ..................       (752)     (6,210)     (1,926)   (13,750)
Other income and expense, net ...        670         617       1,260      1,356
                                    ---------   ---------   ---------  ---------
Loss before income taxes ........        (82)     (5,593)       (666)   (12,394)
Provision for income taxes ......        110          65         205        140
                                    ---------   ---------   ---------  ---------
Net loss ........................   $   (192)   $ (5,658)   $   (871)  $(12,534)
                                    =========   =========   =========  =========

Basic and diluted loss per share    $  (0.03)   $  (0.81)   $  (0.13)  $  (1.79)
                                    =========   =========   =========  =========
Shares used for basic and diluted
    loss per share ..............      6,332       6,996       6,452      7,006
                                    =========   =========   =========  =========



<PAGE>



Results of Operations

     Net revenue for the second quarter of fiscal 1999 was $20.8 million,  which
was 2% lower than net revenue for the corresponding  quarter of fiscal 1998. Net
revenue for the first six months of fiscal 1999 was $41.1 million,  which was 4%
higher than net revenue for the comparable  period of fiscal 1998. The change in
net  revenue  for the second  quarter  and six months of 1999 as compared to the
similar  periods in 1998 reflects lower sales of smaller system  products offset
by higher sales of large  system  expansion  products.  The decrease in sales of
smaller  system  products from the prior year was primarily due to the CPE Sale.
Sales to  international  customers  were 43% and 41% of revenues  for the second
quarter and six months of 1999 as compared to 52% and 47% in the similar periods
of 1998.

     On a pro forma basis,  net revenue was $20.8  million and $15.5 million for
the second  quarter and $41.1  million  and $28.3  million for the six months of
1999 and 1998,  respectively.  This  increase in pro forma net  revenue  reflect
higher sales of large system expansion products to domestic customers.

     Gross margin was 57.9% and 52.1% of net revenue for the second quarters and
56.9% and 51.2% for the six months of 1999 and 1998, respectively. This 5.8% and
5.7%  increase from the prior year's  second  quarter and six months  reflects a
favorable  mix of  increased  sales  of the  Company's  large  system  expansion
products  which  typically have higher gross  margins.  See "Certain  Trends and
Uncertainties."

     On a pro forma  basis,  gross  margin  was  57.9% and 50.4% for the  second
quarter  and 56.9% and 48.9% for the six months of 1999 and 1998,  respectively.
These  increases in year over year pro forma gross margins  reflect  essentially
the same factors as noted above.

     Research  and  development  ("R&D")  expenses  were $4.2  million  and $8.3
million for the second  quarter and six months of 1999,  decreasing  18% and 17%
from the  corresponding  periods of 1998.  R&D expenses as a  percentage  of net
revenue  were  20% and 24% for the  second  quarter  and 20% and 26% for the six
months of 1999 and 1998, respectively.  These reductions in R&D expenses reflect
savings  resulting from lower R&D staffing  levels and related costs and outside
services due to the CPE Sale. 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.

     On a pro forma  basis,  R&D  expenses  decreased  11% and 10% in the second
quarter  and six months of 1999 as  compared to 1998.  These  reductions  in pro
forma R&D spending  reflect  savings from lower R&D staffing  levels and related
costs.

     Selling, general and administrative ("SG&A") expenses were $8.6 million and
$17.0 million for the second quarter and six months of 1999, decreasing 22% from
the  corresponding  periods of 1998. These decreases  reflect  primarily reduced
sales, marketing and customer support expenses,  including decreases in salaries
and related costs due to the CPE Sale and other reductions in average headcount.
SG&A  expenses as a  percentage  of net revenue  were 41% and 52% for the second
quarter and 41% and 55% for the six months of 1999 and 1998, respectively.

     On a pro forma basis, SG&A expenses  decreased 7% in the second quarter and
six months of 1999 as compared to 1998.  These  decreases  reflect reduced sales
and support  expenses due to reduced  headcount and related costs.

     Other income and expense were  essentially  the same for the second quarter
and six months of 1999 and 1998, respectively. Other income and expense, net, is
composed  primarily of interest income on  investments,  interest  expense,  and
foreign currency transaction gains and losses.

     The Company  recorded a provision  for income taxes for the second  quarter
and six  months of  fiscal  1999 and 1998 for  anticipated  foreign  income  tax
liabilities.  No income tax benefits  were  recorded for the losses  incurred in
fiscal years 1999 and 1998 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 May 1, 1999 were
$43.1  million,  decreasing  $14.1  million  from the year end  balance of $57.2
million.  In October  1998 the  Company  settled a patent  dispute  with  Lucent
Technologies  Inc.  ("Lucent")  with an  intellectual  property  cross-licensing
agreement and in November 1998 paid Lucent $9.2 million.

     For the first six months ended May 1, 1999 the net cash used for  operating
activities was $7.7 million.  Trade receivables  increased $1.7 million from the
year-end balance and days sales outstanding  (computed using quarterly revenues)
were 70 days in the second quarter as compared to 65 days at end of fiscal 1998.
This  increase  in trade  receivables  and  increase  in days sales  outstanding
resulted primarily from a larger percentage of quarterly  shipments occurring in
the last month of the second  quarter as compared to the last month in the prior
year and delayed payments from certain international customers. Inventory levels
at May 1, 1999 were $2.3 million lower than the year-end balance due to improved
management of the  Company's  inventory  stocking  levels.  The Company  expects
investments  in  receivables  and  inventories  will  continue  to  represent  a
significant portion of working capital.

     During  the  six  months  ended  May 1,  1999,  the  Company  made  capital
expenditures  of  approximately  $1.3  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 1999,  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 2.5 million shares of its
Common Stock may be repurchased in the open market from time to time. During the
first six months of fiscal  1999 the  Company  purchased  approximately  500,000
shares at a total cost of $5.4 million. The Company has purchased  approximately
1,400,000  shares  under this  program at a total  cost of  approximately  $16.3
million.  The Company may, in its discretion,  purchase  additional shares under
this program during fiscal 1999. 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 for the next twelve months.

     The Company's principal sources of liquidity as of May 1, 1999 consisted of
$43.1 million of cash and cash equivalents and short-term investments.

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,  representing a
combination  of  major  distributors  and  service   providers,   accounted  for
approximately  55% and 29% of the  Company's  net revenue in the first six month
periods of fiscal  1999 and 1998,  respectively,  although  the  Company's  five
largest  customers  were not the same in the two  periods.  The  Company  has no
long-term order commitments from any of its customers. 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 on a timely  basis  could have a material  adverse
impact on the  Company's  financial  position,  results of  operations  and cash
flows.

     Approximately  43% and 41% of the Company's sales in the second quarter and
six months ended May 1, 1999  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.

     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 initiated a comprehensive program which is designed to deal with
the most critical  systems first.  Assessment and  remediation are proceeding in
tandem,  and the Company  currently  plans to have  changes to critical  systems
completed and tested by mid-1999. These activities are intended to encompass all
major  categories  of systems in use by the  Company,  including  manufacturing,
sales,  customer  service,  finance  and  administration.  The  Company  is also
actively  working with critical  suppliers of products and services to determine
that the  suppliers'  operations  and the products and services they provide are
year 2000 capable or to monitor their progress toward year 2000  capability.  In
addition,  the  Company  has  commenced  work on  various  types of  contingency
planning to address  potential  problems  areas with  internal  systems and with
suppliers and other third  parties.  At this time, the Company has not completed
its  contingency  planning  and,  therefore,  it is  expected  that  assessment,
remediation and contingency planing activities will be on-going throughout 1999,
with the goal of appropriately resolving all material internal systems and third
party  issues.

     The Company also has a program to assess the  capability of its products to
handle the year 2000.  The  Company  believes  that its  products  are year 2000
compliant,  although there can be no assurance of this. 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 through 1999 and thereafter. 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  costs  incurred  to date  related  to these  programs  are  less  than
$250,000.  The Company  currently expects that the total cost of these programs,
including both incremental  spending and redeployed  resources,  will not exceed
$500,000,  although  there can be no assurance of this.  The total cost estimate
does not include  potential costs related to any customer or other claims or the
cost of  internal  software  and  hardware  replaced  in the  normal  course  of
business.  In some  instances,  the  installation  schedule of new  software and
hardware in the normal course of business is being  accelerated to also afford a
solution to year 2000 capability issues. The total cost estimate is based on the
current  assessment  of the  projects  and is subject to change as the  projects
progress.

     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;  however,  it is uncertain
to what extent the Company may be affected by such matters.  In addition,  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.

     The Company sells its  MobileManager  product which adds call management to
the  message  and  information  management  services  provided  on the  Series 6
platform under a 1995 joint marketing  arrangement with Priority Call Management
("PCM").  In May 1999 this  agreement was  terminated.  The Company is currently
negotiating   a  transition   agreement   with  PCM  relating  to  future  sales
opportunities  and  support  services.  There  can  be  no  assurance  that  the
negotiations  will be  successful  or that  they will be  completed  in a timely
manner.  As a result of the  termination  of this  agreement  the Company may be
unable to sell  MobileManager  equipment  and  services,  which could  adversely
affect the Company's business,  financial condition,  and results of operations.
MobileManager  revenues were  approximately $1.6 million and $5.8 million in the
first six months of fiscal 1999 and fiscal 1998, respectively.

     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.


<PAGE>



PART II - OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of Security Holders

     (a) The Annual Meeting of Stockholders of the Company was held on March 26,
1999 (the  "Annual  Meeting"),  at which there were  6,561,098  shares of common
stock entitled to vote. The vote of holders of record of shares of the Company's
common  stock  outstanding  at the close of  business  on  February  5, 1999 was
solicited by proxy  pursuant to Regulation 14A under the Securities and Exchange
Act of 1934.

     (b) At the Annual Meeting,  stockholders  approved the following matters by
the vote indicated:

                                                             VOTE
                                            ------------------------------------
                                                For        Against     Abstained
                                            ----------   ----------   ----------
Election of Class I Directors
     Robert L. Puette ....................   4,626,627        --       1,469,843
     James H. Boyle ......................   4,624,622        --       1,471,848

Approval of the  amendment to the  Company's
1997 Stock Option Plan to increase
the number of shares of the Common Stock
reserved for issuance  thereunder  from
730,000 shares to 1,030,000 shares .......
                                             4,191,375   1,854,817        50,278

Approval of the amendment to the Company's
1991 Employee Stock Purchase Plan to
increase the number of shares of Common
Stock  reserved for issuance  thereunder
from 775,000 shares to 900,000 shares ....
                                             5,627,378     443,690        25,402

Ratification of appointment of Ernst &
Young LLP independent auditors for the
fiscal year ended October 30, 1999  ......   6,056,229      16,520        23,721


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:  June 8, 1999                    By    /s/ Robert L. Puette
                                          -------------------------------------
                                          Robert L. Puette
                                          President and Chief Executive Officer


Date:  June 8, 1999                    By    /s/ Thomas E. Brunton
                                          -------------------------------------
                                          Thomas E. Brunton
                                          Sr. Vice President and
                                            Chief Financial Officer