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 2, 1998

                         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 of the Registrant's  Common Stock as of May 29,
1998, was 7,171,000.


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
Centigram Communications Corporation
Condensed Consolidated Balance Sheets

<CAPTION>
                                                                                                     May 2,              November 1,
(In thousands, except share and per share data)                                                       1998                   1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (Unaudited)               (Note)
<S>                                                                                                 <C>                    <C>     
ASSETS
Current assets:
    Cash and cash equivalents                                                                       $ 11,723               $ 19,791
    Short-term investments                                                                            34,667                 32,262
    Trade receivables, net                                                                            18,031                 21,637
    Inventories                                                                                        8,399                  9,060
    Other current assets                                                                               1,543                  2,370
                                                                                                    --------               --------
        Total current assets                                                                          74,363                 85,120
Property and equipment, net                                                                           10,178                 12,893
Intangible assets, net                                                                                 1,332                  1,468
Deposits and other assets                                                                              2,523                    439
                                                                                                    --------               --------
                                                                                                    $ 88,396               $ 99,920
                                                                                                    ========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                                                $  6,555               $  6,925
    Accrued compensation                                                                               4,060                  5,141
    Accrued expenses and other liabilities                                                             4,187                  4,069
    Warranty and retrofit reserves                                                                     2,237                  2,161
                                                                                                    --------               --------
        Total current liabilities                                                                     17,039                 18,296
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 and 7,110,000
         outstanding and capital in excess of par value                                               90,826                 90,724
    Treasury stock, at cost                                                                           (2,333)                (2,427)
    Accumulated deficit                                                                              (17,292)                (6,670)
    Unrealized gain on investments                                                                       203                     68
    Cumulative translation adjustments                                                                   (47)                   (71)
                                                                                                    --------               --------
        Total stockholders' equity                                                                    71,357                 81,624
                                                                                                    --------               --------
                                                                                                    $ 88,396               $ 99,920
                                                                                                    ========               ========

<FN>
Note:  The balance  sheet at November 1, 1997 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.
</FN>
</TABLE>

                                                                 2

<PAGE>


<TABLE>
Centigram Communications Corporation
Condensed Consolidated Statements of Operations (Unaudited)

<CAPTION>
                                                                         Quarter Ended                        Six Months Ended
                                                                   May 2,             May 3,             May 2,              May 3,
(In thousands, except share and per share data)                     1998               1997               1998                1997
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>                <C>                <C>     
Net revenue                                                       $ 21,202           $ 24,899           $ 39,360           $ 52,812
Cost and expenses:
    Costs of goods sold                                             10,153             10,839             19,224             22,182
    Research and development                                         5,115              5,451             10,087             11,144
    Selling, general and administrative                             11,081             11,917             21,822             22,535
    Other expenses                                                    --                3,563               --                3,563
                                                                  --------           --------           --------           --------
                                                                    26,349             31,770             51,133             59,424
                                                                  --------           --------           --------           --------

Operating loss                                                      (5,147)            (6,871)           (11,773)            (6,612)
Other income and expense, net                                          606                567              1,329              1,064
                                                                  --------           --------           --------           --------
Loss before income taxes                                            (4,541)            (6,304)           (10,444)            (5,548)
Provision for income taxes                                              65               --                  140                 76
                                                                  --------           --------           --------           --------

Net loss                                                          $ (4,606)          $ (6,304)          $(10,584)          $ (5,624)
                                                                  ========           ========           ========           ========

Basic earnings (loss) per share                                   $   (.66)          $   (.90)          $  (1.51)          $   (.81)
                                                                  ========           ========           ========           ========
Diluted earnings (loss) per share                                 $   (.66)          $   (.90)          $  (1.51)          $   (.81)
                                                                  ========           ========           ========           ========

<FN>
See accompanying notes.
</FN>
</TABLE>

                                                                 3

<PAGE>


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


                                                            Six Months Ended
                                                          May 2,        May 3,
(In thousands)                                             1998          1997
-------------------------------------------------------------------------------
Cash and equivalents, beginning of period                $ 19,791      $ 12,668
                                                         --------      --------

Cash flows from operations:
    Net loss                                              (10,584)       (5,624)
    Depreciation and amortization                           4,136         4,635
    Trade receivables                                       3,606         2,358
    Inventories                                               661           400
    Other assets                                           (1,257)        1,302
    Accounts payable                                         (370)       (1,562)
    Accrued expenses and other liabilities                   (887)          865
                                                         --------      --------
                                                           (4,695)        2,374
                                                         --------      --------

Cash flows from investing:
    Purchase of short-term investments                    (25,179)      (44,040)
    Proceeds from sales and maturities of
        short-term investments                             22,909        43,178
    Purchase of property and equipment                     (1,261)       (4,145)
    Purchase of other assets                                 --            (713)
                                                         --------      --------
                                                           (3,531)       (5,720)
                                                         --------      --------

Cash flows from financing:
    Proceeds from sale of common stock                      2,612         1,005
    Purchase of treasury shares                            (2,454)         --
                                                         --------      --------
                                                              158         1,005
                                                         --------      --------
Net change in cash and equivalents                         (8,068)       (2,341)
                                                         --------      --------
Cash and equivalents, end of period                      $ 11,723      $ 10,327
                                                         ========      ========

See accompanying notes.

                                       4

<PAGE>


Centigram Communications Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)

Basis of Presentation

         The accompanying  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  thereto  included in the Company's Annual Report on Form 10-K for the
fiscal year ended  November 1, 1997.  The results of operations  for the quarter
ended May 2, 1998,  may not  necessarily  be  indicative  of the results for the
fiscal year ending October 31, 1998 or any future period.

Inventories

                                                    May 2,           November 1,
(In thousands)                                      1998                1997
-----------------------------------------------------------------------------
Raw materials                                       $3,570             $3,005
Work-in-process                                      2,956              2,274
Finished goods                                       1,873              3,781
                                                    ------             ------
                                                    $8,399             $9,060
                                                    ======             ======


Other Expenses

During  the  second  quarter  ended May 3,  1997,  the  Company  recorded  other
operating  expenses of  approximately  $3,563,000,  consisting  of $2,352,000 in
restructuring  charges and  $1,211,000 in direct  expenses  associated  with the
proposed   acquisition   of  Voice  Tel   Enterprises   and  Voice-Tel   Network
("Voice-Tel").

Software Revenue Recognition

In October 1997 and March 1998, the  Accounting  Standards  Executive  Committee
("AcSEC")  issued  Statement  of  Position  ("SOP")  97-2,   "Software   Revenue
Recognition" and SOP 98-4, "Deferral of the Effective Date of a Provision of SOP
97-2,  Software Revenue  Recognition,"  respectively,  which provide guidance on
applying  generally  accepted  accounting  principles in recognizing  revenue on
software  transactions.  The  statements  will be  effective  for the Company in
fiscal 1999.  The adoption of the  statements is not expected to have a material
adverse affect on the Company's results of operations.

Capitalized Software

In March 1998, the AcSEC issued  Statement of Position 98-1  "Accounting for the
Costs of Computer  Software  Developed  for or Obtained for Internal  Use" ("SOP
98-1"),  which  generally  would  require the  capitalization  of  internal  use
software. The new SOP is effective for fiscal years beginning after December 15,
1998.  The  Company  believes  that the  adoption  of SOP  98-1  will not have a
material impact on the Company's consolidated financial statements.

Subsequent Event

On May 8, 1998, the Company sold its Customer Premises  Equipment (CPE) business
unit  to  Mitel  Corporation   ("Mitel")  for  $26,800,000  in  cash,  including
approximately $4,800,000 for

                                       5

<PAGE>


accounts receivable and inventory.  This sale of the CPE business unit consisted
of fixed assets,  technology for the Company's NT product  development  program,
and a perpetual license to the Company's products.  As part of this transaction,
Mitel  assumed  leases  for  two  of the  Company's  facilities,  certain  other
liabilities  related to customer  contracts and warranties,  and hired 74 of the
Company's  employees  primarily  in  sales,  service,  and  engineering  product
development.

Earnings (Loss) Per Share

<TABLE>
         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  No. 128,  "Earnings  per Share," (FAS 128),  which was required to be
adopted on December 31, 1997.  The Company  adopted this  statement in its first
quarter ended January 31, 1998. The following  table sets forth the  computation
of basic and diluted earnings (loss) per share. The quarter and six months ended
May 3, 1997 have been restated in accordance with FAS 128.

<CAPTION>
                                                                   Quarter Ended                  Six Months Ended
                                                              May 2,           May 3,           May 2,          May 3,
(In thousands, except per share data)                          1998             1997             1998            1997
------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>              <C>             <C>     
Numerator:
     Net loss                                              $   (4,606)       $  (6,304)       $  (10,584)     $  (5,624)
                                                           ==========        =========        ==========      =========
Denominator:
   Denominator for basic EPS -
      weighted average shares                                   6,996            6,994             7,006          6,977
   Effect of dilutive securities:
      Employee stock options                                     --               --                --             --
                                                           ----------        ---------        ----------      ---------
   Denominator for diluted EPS -
      adjusted weighted average shares                          6,996            6,994             7,006          6,977
                                                           ----------        ---------        ----------      ---------

Basic earnings (loss)  per share                           $     (.66)       $    (.90)       $    (1.51)     $  (.81)
                                                           ==========        =========        ==========      =========
Diluted earnings (loss) per share                          $     (.66)       $    (.90)       $    (1.51)     $  (.81)
                                                           ==========        =========        ==========      =========
</TABLE>


Options were outstanding  during the fiscal quarters and six months ended May 2,
1998 and May 3, 1997 but were excluded from the  computation of diluted net loss
per  common  share   because  the  effect  in  these  periods  would  have  been
anti-dilutive.

                                       6

<PAGE>


Centigram Communications Corporation

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 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 and communication  systems that integrate voice, data 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
a common hardware and software platform based on industry-standard  hardware and
software which is the Company's  implementation of its modular expandable system
architecture. 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  central  office,  mobile
switch and paging  terminal  systems as well as with most telephone PBX systems.
Such  systems are used for  switching  telephone  calls in a variety of customer
premises equipment (CPE) and service provider environments.  On May 8, 1998, the
Company  licensed Mitel  Corporation to sell its technology to CPE customers and
agreed, until May 8, 2001, not to compete in the CPE market. This transaction is
referred to now as the "CPE Sale." The Company's  products can also connect with
a broad range of host and local area  network  (LAN) - based  computer  systems,
including systems based on widely-used mainframes and minicomputers and personal
computers in LANs. In addition, Centigram systems located at different sites can
be linked together in a digital network.

Results of Operations

         Net revenue for the second quarter of fiscal 1998 ended May 2, 1998 was
15% lower than net revenue for the  corresponding  quarter of fiscal 1997.  This
decrease in net  revenue  reflects  lower  sales of both large  system and small
system  products.  Sales to  export  customers  decreased  20% year  over  year,
decreasing  from 55% of net revenue in the second  quarter of fiscal 1997 to 52%
in the second  quarter of fiscal 1998.  This  decrease in export sales  resulted
primarily  from reduced sales to customers in Australia and Latin  America.  CPE
sales  also  decreased  over the  prior  year  due to  reduced  orders  from key
distributors of the Company as they experienced  lower levels of customer orders
partially caused by deferral  resulting from the Company's  announcement that it
was in active  negotiations  to sell its CPE business unit.  During the quarter,
the Company continued to experience  increased  competition from PC based system
products in its CPE business unit.

                                       7

<PAGE>


         Net  revenue for the first six months of fiscal 1998 was 25% lower than
net revenue for the comparable 1997 period.  This decrease  reflects lower sales
of both large and small system products. Sales to export customers decreased 30%
for the six months year over year, decreasing from 50% of revenue to 47% because
of the same factors as noted above.  During the first six months of fiscal 1998,
sales to CPE customers  declined  approximately  44% from the same period of the
prior year due to  similar  factors as  previously  noted in the second  quarter
comparison to the prior years second  quarter.  As a result of the CPE sale, the
Company is no longer  selling its products to CPE  customers.  Accordingly,  the
Company expects its revenue will decline in the third fiscal quarter of 1998.

         Gross  margin was 52.1% and 56.5% of net revenue in the second  quarter
of fiscal  1998,  and the second  quarter  of 1997,  respectively.  The  Company
experienced a reduction in its gross margin from the second quarter of last year
primarily  due to  reduced  sales  of large  systems  sold to  service  provider
customers,  offset  in part by a  favorable  mix of  fewer  small  systems  that
typically have lower  margins.  Gross margins for the first six months of fiscal
1998 was 51.1% of net  revenue as  compared to 58.0% for the first six months of
fiscal 1997. This decrease  reflects  reduced sales and margins of larger system
products and text-to-speech  products offset in part by higher margins on system
upgrades and expansions and lower  provisions for inventory  obsolescence.  As a
result of the CPE sale, the Company expects lower sales of small system products
which  typically have smaller gross margins.  There can be no assurance that the
Company's  gross  margins  will not continue to decline in future  periods.  See
"Certain Trends and Uncertainties."

         Research  and  development  (R&D)  expenses  decreased 6% in the second
quarter as  compared  to the  corresponding  quarter of 1997.  This  decrease in
expenses  primarily  results from lower  salaries,  benefits and travel due to a
lower average  headcount in the second quarter of fiscal 1998 as compared to the
prior year. R&D expenses  represented  24% and 22% of net revenue for the second
quarter  of 1998 and  1997,  respectively.  Research  and  development  expenses
decreased 9% in the first six months of fiscal 1998 as compared to the first six
months of  fiscal  1997 and  represented  26% and 21% of net  revenues  for each
respective period.  These decreases are primarily related to the same factors as
noted above. The Company's R&D headcount was reduced as a result of the CPE sale
and,  as a result,  the  Company  expects  R&D  expenses to decline in the third
fiscal  quarter of 1998.  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  for the second
quarter  were 7% below  SG&A  expenses  for the  second  quarter  of 1997.  This
decrease in SG&A expenses reflects decreased sales expenses including  decreases
in travel,  recruiting,  and outside services. SG&A expenses represented 52% and
48% of net  revenue  in the  second  quarter  of 1998  and  1997,  respectively.
Selling,  general  and  administrative  costs for the first six months of fiscal
1998 were 3% less than the prior year six month period and  represented  55% and
43% of net  revenue for the  respective  periods.  This  decrease in expenses is
attributable  to the same cause noted above.  The Company's  SG&A  headcount was
reduced as a result of the CPE sale and, as a result,  the Company  expects SG&A
expenses to decline in the third fiscal  quarter of 1998.  The Company  believes
that continued investments in sales and customer support, particularly in export
markets, are essential to maintaining its competitive position.

                                       8

<PAGE>


         Other  expenses  were $3.6 million in the second  quarter and first six
months of fiscal 1997 and zero for the comparable  periods in fiscal 1998. These
changes represented approximately $2.4 million in restructuring charges and $1.2
million in  expenses  associated  with the  proposed  acquisition  of  Voice-Tel
Enterprises and Voice-Tel Network  ("Voice-Tel") which was terminated during the
second quarter of fiscal 1997.

         The  Company  recorded a  provision  for income  taxes in the first and
second quarters of fiscal 1998 for anticipated  foreign income tax  liabilities.
No income tax benefit has been recorded for the losses incurred in the first six
months  of  fiscal  1998 and  1997,  respectively,  because  realization  of the
deferred tax assets  arising as a result of the losses  sustained  are 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 assets resulting from the losses incurred.

Liquidity and Capital Resources

         Cash and cash equivalents and short-term  investments at the end of the
second quarter were $46.4 million,  decreasing $5.7 million from the November 1,
1997 balance of $52.1 million.

         For the six  months  ended  May 2,  1998,  the  Company  used cash from
operating activities of $4.7 million. Trade receivables at the end of the second
quarter  decreased  $3.6  million  from the  November 1, 1997  year-end  balance
primarily  due to reduced  revenues  in the second  quarter as  compared  to the
fourth quarter.  Days sales outstanding (computed using quarterly revenues) were
77 days at the second quarter as compared to 68 days at end of fiscal 1997. This
increase in days sales  outstanding was primarily due to extended  payment terms
to selected international service provider customers. Inventory levels at May 2,
1998 were down slightly from year-end balances.  The Company expects receivables
and  inventories  to continue  to  represent  a  significant  portion of working
capital.

         During  the  six  months  ended  May 2,  1998,  the  Company  purchased
approximately $1.3 million in capital expenditures. These expenditures consisted
primarily of computer equipment and engineering software.  The Company currently
expects to spend  approximately $4.0 million for capital equipment during fiscal
1998. 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 and capital  equipment  purchase  requirements at
least through fiscal 1998.

         The  Company's  principal  sources  of  liquidity  as of  May  2,  1998
consisted  of  $46.4  million  of  cash  and  cash  equivalents  and  short-term
investments.  The  Company's  bank line of credit  expired on May 30, 1998.  The
Company  expects  to renew this line in the near term  under  similar  terms and
conditions which will require the Company to maintain certain  financial ratios,
minimum working capital,  minimum tangible net worth, and financial performance,
and requires the bank's consent for the payment of cash dividends.

                                       9

<PAGE>


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  40% of the Company's net revenue in the second  quarter of fiscal
1998 and the second quarter of fiscal 1997, 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  could  have a  material  adverse  impact  on the
Company's financial position, results of operations and cash flows.

         Approximately  52% of the Company's  sales in the second fiscal quarter
ended May 2, 1998 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

                                       10

<PAGE>


difficulties of managing multinational operations. In particular,  the Company's
sales in Asia have been  adversely  affected in recent  quarters but to a lessor
extent in the current  quarter by financial  difficulties in that region 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.  The  Company
anticipates that its sales mix will continue to fluctuate in future periods.

         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

                                       11

<PAGE>


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 is in the process of  evaluating  the
assertions of Lucent.  Lucent, or any other third party, 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.

         The Company has conducted a review of its internal computer systems, as
well as the  Company's  product  line,  to identify  the  systems  that could be
affected by the "Year 2000" issue and is  developing an  implementation  plan to
resolve  the issue.  The Year 2000  problem is the result of  computer  programs
being written using two digits (rather than four) to define the applicable year.
Software programs that have  time-sensitive  software may recognize a date using
"00" as the year 1900  rather than the year 2000.  This could  result in a major
system failure or  miscalculations.  The Company  presently  believes that, with
modifications  to  existing  software,  the  Year  2000  problem  will  not pose
significant  operational  problems  for the  Company's  computer  systems or the
Company's product line.  However, if such modifications are not made in a timely
manner, the Company or its customers may be unable to implement appropriate Year
2000  solutions,  which could have a material  adverse  affect on the  Company's
business, financial condition or 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 4.    Submission of Matters to a Vote of  Security Holders
           (a)  The Annual  Meeting of  Stockholders  of the Company was held on
                March 31,  1998 (the  "Annual  Meeting"),  at which  there  were
                7,171,000  shares of common  stock

                                       12

<PAGE>


                issued and outstanding and 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 6, 1998 was solicited by proxy
                pursuant to Regulation 14A under the Securities  Exchange Act of
                1934.
<TABLE>

           (b)  At the  Annual  Meeting,  stockholders  approved  the  following
                matters by the vote indicated:
<CAPTION>
                                                                                    VOTE
                                                        ------------------------------------------------------------
                                                               For                 Against             Abstained
                                                        ------------------    ------------------    ----------------
<S>                                                         <C>                      <C>                <C>    
Election of Class III Directors
       Doug Chance                                          6,346,854                --                 182,199
       James F. Gibbons                                     6,346,025                --                 183,028
       Edward R. Kozel                                      6,346,967                --                 182,086
                                                                                

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 375,000  shares to
730,000 shares.                                             2,861,818             2,126,705             77,244


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 675,000 shares
to 775,000 shares.                                          4,798,577              230,738              48,652


Ratification  of appointment of Ernst & Young
LLP independent  auditors for the fiscal year
ended October 31, 1998.                                     6,460,544                23,971             44,538

</TABLE>
Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits
                27.1 Financial Data Schedule.
           (b)  Reports  on Form 8-K  There  were no  reports  filed on Form 8-K
                during the quarter ended May 2, 1998.

                                       13
<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 15, 1998                By      /s/ Robert L. Puette
                                          --------------------------------------
                                          Robert L. Puette
                                          President and Chief Executive Officer


Date:  June 15, 1998                By      /s/ Thomas E. Brunton
                                          --------------------------------------
                                          Thomas E. Brunton
                                          Sr. Vice President and
                                          Chief Financial Officer


                                       14