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

                                Amendment No. 1
    

(MARK ONE)
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD FROM           TO           .
 
     COMMISSION FILE NO. 0-26660
 
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                              ESS TECHNOLOGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                  CALIFORNIA                                    94-2928582
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
 
   48401 FREMONT BLVD., FREMONT, CALIFORNIA                       94538
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)
</TABLE>
 
              Registrant's telephone number, including area code:
                                 (510) 492-1088
 
          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE
 
          Securities registered pursuant to Section 12(g) of the Act:
                           COMMON STOCK, NO PAR VALUE
                                (TITLE OF CLASS)
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]
 
     The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of the Common Stock on January
31, 1997 ($32.375) as reported on the Nasdaq National Market, was approximately
$868,886,000. Shares of Common Stock held by each officer and director and by
each person who owned 5% or more of the Registrant's outstanding Common Stock on
that date have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
 
     As of January 31, 1997, Registrant had outstanding 38,307,036 shares of
Common Stock.
 
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                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the Proxy Statement for Registrant's 1997 Annual Meeting of
Stockholders are incorporated by reference in Part III.
 
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     The undersigned hereby amends the following item of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, as set forth below.
    
 
   
     The page numbers appearing at the bottom of each of the following pages are
the same as those used with respect to the Annual Report on Form 10-K being
amended hereby.
    
 
                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS
 
   
     The Company's Common Stock has been trading on the Nasdaq National Market
under the symbol "ESST" since October 6, 1995. The following table sets forth
the high and low last reported sales prices for the Common Stock as reported by
the Nasdaq National Market during the period indicated.
    
 
   
<TABLE>
<CAPTION>
                                                                       HIGH       LOW
                                                                       ----       ----
        <S>                                                            <C>        <C>
        FISCAL 1995:
        Fourth Quarter (since October 6, 1995).......................  $39        $14 1/16
        FISCAL 1996:
        First Quarter................................................  $24        $16
        Second Quarter...............................................   25  1/4    16  1/4
        Third Quarter................................................   18  1/2     9  1/4
        Fourth Quarter...............................................   30         15  1/8
</TABLE>
    
 
   
     As of January 31, 1997, there were approximately 126 record holders of the
Company's Common Stock.
    
 
     The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently anticipates that it will retain all future earnings
for use in its business and does not anticipate paying any cash dividends in the
foreseeable future.
 
   
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                                   SIGNATURES
 
   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
    
 
                                          ESS TECHNOLOGY, INC.
 
   
Dated: March 20, 1997                     By:       /s/ JOHN H. BARNET
    
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                                                       John H. Barnet
    
                                              Vice President, Chief Financial
                                                           Officer
                                                       and Secretary