##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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Form 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended July 30, 2006

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 number 000-22009



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NEOMAGIC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 77-0344424                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|3250 Jay Street Santa Clara, California  |  | 95054     
|(Address of Principal Executive Offices) |  | (Zip Code)

(408) 988- 7020

Registrants Telephone Number, Including Area Code



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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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):



|Large | Accelerated Filer ̈Accelerated
Filer ̈Non- Accelerated Filer  x
|----- | -------------------------------------------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes ̈No  x

The number of shares of the Registrants Common Stock, $.001 par value, outstanding at July 30, 2006 was 9,626,397



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##### Table of Contents

NEOMAGIC CORPORATION

FORM 10-Q

INDEX



|                              |  |                                                                                                                     |  |      
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | -----
|                              |  |                                                                                                                     |  | PAGE 
|PART I.
FINANCIAL INFORMATION |  |                                                                                                                    
|                              |  |                                                                                                                    
|Item 1.                       |  | Financial Statements:                                                                                               |  |      
|                              |  |                                                                                                                    
|                              |  | Unaudited Condensed Consolidated Statements of OperationsThree and Six months ended July 30, 2006 and July 31, 2005 |  | 3    
|                              |  |                                                                                                                    
|                              |  | Condensed Consolidated Balance SheetsJuly 30, 2006 (unaudited) and January 29, 2006                                 |  | 4    
|                              |  |                                                                                                                    
|                              |  | Unaudited Condensed Consolidated Statements of Cash FlowsSix months ended July 30, 2006 and July 31, 2005           |  | 5    
|                              |  |                                                                                                                    
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                      |  | 6-16 
|                              |  |                                                                                                                    
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                               |  | 16-26
|                              |  |                                                                                                                    
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                                          |  | 26   
|                              |  |                                                                                                                    
|Item 4.                       |  | Controls and Procedures                                                                                             |  | 26-27
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                                                    
|                              |  |                                                                                                                    
|Item 1A.                      |  | Risk Factors                                                                                                        |  | 27-35
|                              |  |                                                                                                                    
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                 |  | 35-36
|                              |  |                                                                                                                    
|Item 6.                       |  | Exhibits                                                                                                            |  | 36-37
|                              | 
|Signatures                    |  | 38                                                                                                                 
|                              | 
|Certifications                |  |                                                                                                                    



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Part I. Financial Information

Item 1. Financial Statements

NEOMAGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|---------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------ | -
|                                                                 |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                 |  | July 30,2006       |        |   | July 31,2005     |   |        | July 30,2006 |  |   | July 31, 2005 |  
|Net sales                                                        |  | $                  | 177    |   |                  | $ | 301    |              |  | $ | 263           |   |  | $ | 600    |  
|                                                                 |  |                    |        |  
|Cost of sales (1)                                                |  |                    | 115    |   |                  |   | 304    |              |  |   | 201           |   |  |   | 636    |  
|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Gross profit (loss)                                              |  |                    | 62     |   |                  |   | (3     | )            |  |   | 62            |   |  |   | (36    | )
|                                                                 |  |                    |        |  
|Operating expenses:                                              |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Research and development (2)                                     |  |                    | 3,831  |   |                  |   | 3,147  |              |  |   | 7,115         |   |  |   | 6,230  |  
|Sales, general and administrative (3)                            |  |                    | 1,706  |   |                  |   | 1,310  |              |  |   | 3,646         |   |  |   | 3,100  |  
|Gain on sale of patents                                          |  |                    | (1,044 | ) |                  |   |       |              |  |   | (1,044        | ) |  |   | (3,481 | )
|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Total operating expenses                                         |  |                    | 4,493  |   |                  |   | 4,457  |              |  |   | 9,717         |   |  |   | 5,849  |  
|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Loss from operations                                             |  |                    | (4,431 | ) |                  |   | (4,460 | )            |  |   | (9,655        | ) |  |   | (5,885 | )
|                                                                 |  |                    |        |  
|Other income (expense), net:                                     |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Interest income and other                                        |  |                    | 234    |   |                  |   | 177    |              |  |   | 504           |   |  |   | 294    |  
|Interest expense                                                 |  |                    | (29    | ) |                  |   | (132   | )            |  |   | (66           | ) |  |   | (420   | )
|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Loss before income taxes                                         |  |                    | (4,226 | ) |                  |   | (4,415 | )            |  |   | (9,217        | ) |  |   | (6,011 | )
|                                                                 |  |                    |        |  
|Income tax expense                                               |  |                    | 14     |   |                  |   | 50     |              |  |   | 30            |   |  |   | 99     |  
|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Net loss                                                         |  | $                  | (4,240 | ) |                  | $ | (4,465 | )            |  | $ | (9,247        | ) |  | $ | (6,110 | )
|                                                                 |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Basic and diluted net loss per share                             |  | $                  | (0.44  | ) |                  | $ | (0.67  | )            |  | $ | (0.97         | ) |  | $ | (0.92  | )
|                                                                 |  |                    |        |  
|Weighted average common shares outstanding for basic and diluted |  |                    | 9,579  |   |                  |   | 6,694  |              |  |   | 9,550         |   |  |   | 6,670  |  

---

|(1) | Includes $6 in stock based compensation and $1 in amortization of deferred stock compensation for the three months ended July 30, 2006 and July 31, 2005, respectively, and
$9 and $(2) for the six months ended July 30, 2006 and July 31, 2005, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes $231 in stock based compensation and $78 in amortization of deferred stock compensation for the three months ended July 30, 2006 and July 31, 2005, respectively,
and $432 and $149 for the six months ended July 30, 2006 and July 31, 2005, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes $136 in stock based compensation and $27 in amortization of deferred stock compensation for the three months ended July 30, 2006 and July 31, 2005, respectively,
and $244 and $56 for the six months ended July 30, 2006 and July 31, 2005, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to
unaudited condensed consolidated financial statements.



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NEOMAGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                             |  |               |         |   |                     |   |         |  
|-------------------------------------------- |  | ------------- | ------- | - | ------------------- | - | ------- | -
|                                             |  | July 30, 2006 |         |   | January 29,2006 (1) |  
|                                             |  | (Unaudited)   |         |   |                     |  
|ASSETS                                       | 
|                                             |  |              
|Current assets:                              |  |               |         |   |                     |   |         |  
|Cash and cash equivalents                    |  | $             | 14,618  |   |                     | $ | 26,695  |  
|Short-term investments                       |  |               | 2,506   |   |                     |   |        |  
|Accounts receivable, net                     |  |               | 32      |   |                     |   | 9       |  
|Inventory, net                               |  |               | 733     |   |                     |   | 171     |  
|Prepaid and other current assets             |  |               | 612     |   |                     |   | 800     |  
|                                             |  |               |         |   |                     |   |         |  
|Total current assets                         |  |               | 18,501  |   |                     |   | 27,675  |  
|                                             |  |              
|Property, plant and equipment, net           |  |               | 1,602   |   |                     |   | 2,368   |  
|Long term prepaid assets                     |  |               |        |   |                     |   | 36      |  
|Other assets                                 |  |               | 421     |   |                     |   | 415     |  
|                                             |  |               |         |   |                     |   |         |  
|Total assets                                 |  | $             | 20,524  |   |                     | $ | 30,494  |  
|                                             |  |               |         |   |                     |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY         | 
|                                             |  |              
|Current liabilities:                         |  |               |         |   |                     |   |         |  
|Accounts payable                             |  | $             | 936     |   |                     | $ | 1,735   |  
|Compensation and related benefits            |  |               | 1,171   |   |                     |   | 1,024   |  
|Income taxes payable                         |  |               | 1,072   |   |                     |   | 1,059   |  
|Current portion of capital lease obligations |  |               | 1,244   |   |                     |   | 1,525   |  
|Other accruals                               |  |               | 149     |   |                     |   | 264     |  
|                                             |  |               |         |   |                     |   |         |  
|Total current liabilities                    |  |               | 4,572   |   |                     |   | 5,607   |  
|                                             |  |              
|Capital lease obligations                    |  |               |        |   |                     |   | 624     |  
|Other long-term liabilities                  |  |               | 146     |   |                     |   | 149     |  
|Commitments and contingencies                |  |               |         |   |                     |   |         |  
|                                             |  |              
|Stockholders equity:                        |  |               |         |   |                     |   |         |  
|Common stock                                 |  |               | 36      |   |                     |   | 36      |  
|Additional paid-in-capital                   |  |               | 110,709 |   |                     |   | 110,302 |  
|Deferred compensation                        |  |               |        |   |                     |   | (531    | )
|Accumulated other comprehensive loss         |  |               | (1      | ) |                     |   | (2      | )
|Accumulated deficit                          |  |               | (94,938 | ) |                     |   | (85,691 | )
|                                             |  |               |         |   |                     |   |         |  
|Total stockholders equity                   |  |               | 15,806  |   |                     |   | 24,114  |  
|                                             |  |               |         |   |                     |   |         |  
|Total liabilities and stockholders equity   |  | $             | 20,524  |   |                     | $ | 30,494  |  
|                                             |  |               |         |   |                     |   |         |  

---

|(1) | Derived from the January 29, 2006 audited consolidated financial statements included in the Annual Report on Form 10-K of NeoMagic Corporation for fiscal year 2006.
Includes reclassification of $606 thousand from Registration Obligation to Additional paid-in-capital within Stockholders equity.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to unaudited condensed consolidated financial statements.



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NEOMAGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                             |  |                  |         |   |               |   |         |  
|---------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                             |  | Six Months Ended |        
|                                                                             |  | July 30,2006     |         |   | July 31, 2005 |  
|Operating activities:                                                        |  |                  |         |   |               |   |         |  
|Net loss                                                                     |  | $                | (9,247  | ) |               | $ | (6,110  | )
|Adjustments to reconcile net loss to net cash used for operating activities: |  |                  |         |   |               |   |         |  
|Depreciation                                                                 |  |                  | 802     |   |               |   | 854     |  
|Amortization and accretion                                                   |  |                  |        |   |               |   | 241     |  
|Gain on sale of patents                                                      |  |                  | (1,044  | ) |               |   | (3,481  | )
|Stock based compensation                                                     |  |                  | 685     |   |               |   | 203     |  
|Changes in operating assets and liabilities:                                 |  |                  |         |   |               |   |         |  
|Accounts receivable                                                          |  |                  | (23     | ) |               |   | (34     | )
|Inventory                                                                    |  |                  | (562    | ) |               |   | 268     |  
|Prepaid and other current assets                                             |  |                  | 188     |   |               |   | (43     | )
|Other assets                                                                 |  |                  | 30      |   |               |   | 172     |  
|Accounts payable                                                             |  |                  | (799    | ) |               |   | 53      |  
|Compensation and related benefits                                            |  |                  | 147     |   |               |   | (123    | )
|Income taxes payable                                                         |  |                  | 13      |   |               |   | 90      |  
|Other accruals                                                               |  |                  | (118    | ) |               |   | (54     | )
|                                                                             |  |                  |         |   |               |   |         |  
|Net cash used in operating activities                                        |  |                  | (9,928  | ) |               |   | (7,964  | )
|                                                                             |  |                  |         |   |               |   |         |  
|Investing activities:                                                        |  |                  |         |   |               |   |         |  
|Proceeds, net of cost, from sale of patents                                  |  |                  | 1,044   |   |               |   | 3,481   |  
|Purchases of property, plant, equipment                                      |  |                  | (36     | ) |               |   | (24     | )
|Purchases of short-term investments                                          |  |                  | (59,839 | ) |               |   | (23,851 | )
|Maturities of short-term investments                                         |  |                  | 57,334  |   |               |   | 34,670  |  
|                                                                             |  |                  |         |   |               |   |         |  
|Net cash provided by (used in) investing activities                          |  |                  | (1,497  | ) |               |   | 14,276  |  
|                                                                             |  |                  |         |   |               |   |         |  
|Financing activities:                                                        |  |                  |         |   |               |   |         |  
|Payments on capital lease obligations                                        |  |                  | (905    | ) |               |   | (673    | )
|Net proceeds from issuance of common stock                                   |  |                  | 253     |   |               |   | 166     |  
|                                                                             |  |                  |         |   |               |   |         |  
|Net cash used in financing activities                                        |  |                  | (652    | ) |               |   | (507    | )
|                                                                             |  |                  |         |   |               |   |         |  
|Net increase (decrease) in cash and cash equivalents                         |  |                  | (12,077 | ) |               |   | 5,805   |  
|Cash and cash equivalents at beginning of period                             |  |                  | 26,695  |   |               |   | 8,944   |  
|                                                                             |  |                  |         |   |               |   |         |  
|Cash and cash equivalents at end of period                                   |  | $                | 14,618  |   |               | $ | 14,749  |  
|                                                                             |  |                  |         |   |               |   |         |  
|Supplemental schedules of cash flow information:                             |  |                  |         |   |               |   |         |  
|Cash paid during the period for:                                             |  |                  |         |   |               |   |         |  
|Interest                                                                     |  | $                | 86      |   |               | $ | 129     |  
|Taxes                                                                        |  | $                | 16      |   |               | $ | 11      |  

See accompanying notes to unaudited condensed consolidated financial statements.



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NEOMAGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation:

The unaudited condensed
consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and include the accounts of NeoMagic Corporation and its wholly owned subsidiaries, (collectively
NeoMagic or the Company). All inter-company accounts and transactions have been eliminated. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position at July 30, 2006, the operating results for the three and six months ended July 30, 2006 and July 31, 2005, and the cash flows for the six months ended July 30, 2006 and July 31,
2005. These financial statements and notes should be read in conjunction with the Companys audited financial statements and notes thereto for the fiscal year ended January 29, 2006, included in the Companys Form 10-K filed with the
Securities and Exchange Commission.

Share and per share information in these financial statements and notes have been adjusted to reflect
the Companys 1 for 5 reverse stock split effective August 15, 2005.

The results of operations for the three and six months
ended July 30, 2006 are not necessarily indicative of the results that may be expected for the year ending January 28, 2007.

The
second fiscal quarters of 2007 and 2006 ended on July 30, 2006 and July 31, 2005, respectively. The Companys quarters generally have 13 weeks. The first and second quarters of fiscal 2007 and 2006 had 13 weeks. The Companys
fiscal years generally have 52 weeks. Fiscal 2007 will have 52 weeks. Fiscal 2006 had 52 weeks.

2. Stock Compensation

During the quarter ended July 30, 2006, the Company had several stock-based employee compensation plans, including stock option plans and employee
stock purchase plans. Stock options may be issued to directors, officers, employees and consultants (Service Providers) under the Companys 2003 Stock Option Plan, Amended 1998 Stock Option Plan, and 1993 Stock Option Plan. The
stock options generally vest over a four-year period, have a maturity of ten years from the issuance date, and an exercise price equal to the closing price on the NASDAQ of the common stock on the date of grant. Generally, unvested options are
forfeited thirty to ninety days from the date a Service Provider ceases to be an employee, or in the case of death or disability for a period of up to twelve months. To cover the exercise of vested options, the Company issues new shares from its
authorized but unissued share pool. At July 30, 2006, approximately 1,349,548, 1,225,531, and 113,401 shares of the Companys registered common stock were reserved for issuance under the 2003 Stock Option Plan, Amended 1998 Stock Option
Plan, and 1993 Stock Option Plan, respectively.

The 1997 Employee Stock Purchase Plan and 2006 Employee Stock Purchase Plan (collectively
ESPP) permits eligible employees to purchase common stock through payroll deductions of up to 10% of the employees compensation. The price of common stock to be purchased under ESPP is 85% of the lower of the fair market value of
the common stock at the beginning of the offering period or at the end of the relevant purchase period. To cover the exercise of vested options the Company issues new shares from its authorized but unissued share pool. At July 30, 2006,
approximately 268,256 and 100,000 shares were available for future purchase under the 1997 Employee Stock Purchase Plan and 2006 Employee Stock Purchase Plan, respectively.



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Adoption of SFAS No. 123(R)

Effective January 30, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which requires the Company to measure the
cost of employee services received in exchange for all equity awards granted under its stock option plans and employee stock purchase plans based on the fair market value of the award as of the grant date. SFAS 123(R) supersedes Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation and Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). The Company has adopted SFAS 123(R) using the
modified prospective application method of adoption that requires the Company to record compensation cost related to unvested stock awards as of January 30, 2006 by recognizing the unamortized grant date fair value of these awards over the
remaining service periods of those awards with no change in historical reported earnings. Awards granted after January 30, 2006 are valued at fair value in accordance with provisions of SFAS 123(R) and recognized on a ratable basis over the
service periods of each award. The Company estimated forfeiture rates for the first and second quarter of fiscal 2007 are based on its historical experience.

Prior to fiscal year 2007, the Company accounted for stock-based compensation in accordance with APB 25 using the intrinsic value method, which did not require that compensation cost be recognized for the
Companys stock awards provided the exercise price was established at 100% of the common stock fair market value on the date of grant. Prior to fiscal year 2007, the Company provided pro forma disclosure amounts in accordance with SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure (SFAS No. 148), as if the fair value method defined by SFAS No. 123 had been applied to its stock-based compensation.

As a result of adopting SFAS 123(R), the Company recognized stock-based compensation expense for the three and six months ended July 30, 2006 of
$373 thousand and $685 thousand, respectively. Compensation expense related to stock-based compensation of Service Provider stock options for the three months and six months ended July 30, 2006 was $283 thousand and $513 thousand, respectively.
Compensation expense related to stock-based compensation of Employee Stock Purchase Plan for the three and six months ended July 30, 2006 was $90 thousand and $172 thousand, respectively. Stock-based compensation expense relating to consultants
and the amortization of deferred stock compensation for options issued with an exercise price less than the fair market value on date of grant was $106 thousand and $203 thousand, respectively, for the three and six months ended July 31, 2005.
The impact on both basic and diluted earnings per share for the three and six months ended July 30, 2006 was $(0.04) and $(0.07), respectively.

Net cash proceeds from the sales of common stock under employee stock purchase and stock option plans for the six months ended July 30, 2006 and July 31, 2005 were $253 thousand and $166 thousand for the six
months ended July 30, 2006 and July 31, 2005, respectively. No income tax benefit was realized from the sales of common stock under employee stock purchase and stock option plans during the six months ended July 30, 2006 and
July 31, 2005, respectively. In accordance with SFAS 123(R), the Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows.

Determining Fair Value

Valuation and amortization
method  The Company estimates the fair value using a Black-Scholes option pricing formula and a single option award approach. This fair value is then amortized ratably over the requisite service periods of the awards, which is generally the
vesting period.



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Expected term  The Companys expected term represents the period that the Companys
stock-based awards are expected to be outstanding. During second quarter of fiscal 2007, the Company completed an historical review of the Expected Term. The second fiscal quarter 2007 term is based upon this historical review. The Company believes
that this method meets the requirements for SFAS 123(R). During first quarter of fiscal 2007, the Company applied the provisions of SAB 107 in its adoption of SFAS 123(R) by calculating the expected term as the average of the vesting period and
original contractual term. This method may be used until December 31, 2007 for plain-vanilla share options. The Company believes that this method met the requirements for SFAS 123(R) for its first quarter of fiscal 2007.

Expected Volatility  The Companys expected volatility for the quarter ended July 30, 2006 is computed based on the Companys
historical stock price volatility. The Company believes historical volatility to be the best estimate of future volatility and noted no unusual events that might indicate that historical volatility would not be representative of future volatility.

Risk-Free Interest Rate  The risk-free interest rate used in the Black-Scholes option valuation method is based on the implied yield
currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the option.

Expected Dividend
 The dividend yield reflects that the Company has not paid any dividends and has no intention to pay dividends in the foreseeable future.

Estimated Forfeiture  The estimated forfeiture rate was based on an analysis of the Companys historical forfeiture rates. The estimated average forfeiture rate for the three months ended July 30, 2006 was 33.33% based on
historical forfeiture experience.

In the three and six months ended July 30, 2006 and July 31, 2005, respectively, the
fair value of each option grant was estimated on the date of grant using the Black-Scholes option valuation model and the ratable attribution approach using a dividend yield of 0% and the following weighted average assumptions:



|                                 |  |                    |   |  |                     |   |  |                    |   |  |                  |   |  |              |   |  |                 |   |  |              |   |  |                 |  
|-------------------------------- |  | ------------------ | - |  | ------------------- | - |  | ------------------ | - |  | ---------------- | - |  | ------------ | - |  | --------------- | - |  | ------------ | - |  | --------------- | -
|                                 |  | Option Plans       |   |  | Stock Purchase Plan |  
|                                 |  | Three Months Ended |   |  | Six Months Ended    |   |  | Three Months Ended |   |  | Six Months Ended |  
|                                 |  | July 30,2006       |   |  | July 31,2005(1)     |   |  | July 30,2006       |   |  | July 31,2005(1)  |   |  | July 30,2006 |   |  | July 31,2005(1) |   |  | July 30,2006 |   |  | July 31,2005(1) |  
|Risk-free interest rates         |  | 5.1                | % |  | 4.0                 | % |  | 5.1                | % |  | 4.0              | % |  | 3.4          | % |  | 3.5             | % |  | 3.6          | % |  | 3.3             | %
|Volatility                       |  | 1.00               |   |  | 0.81                |   |  | 1.00               |   |  | 0.81             |   |  | 0.95         |   |  | 0.95            |   |  | 1.06         |   |  | 0.89            |  
|Expected life of option in years |  | 4.64               |   |  | 4.80                |   |  | 4.68               |   |  | 4.82             |   |  | 0.96         |   |  | 0.49            |   |  | 0.83         |   |  | 0.49            |  

---

|(1) | Assumptions used in the calculation of pro forma net loss.
|--- | ----------------------------------------------------------

Stock Compensation Expense

The following table shows total stock-based compensation expense included in the accompanying Consolidated
Condensed Financial Statements for the three months and six months ended July 30, 2006 and July 31, 2005.



|                                  |  |                    |     |                  |   |              |  |              |     |  |   |     |  
|--------------------------------- |  | ------------------ | --- | ---------------- | - | ------------ |  | ------------ | --- |  | - | --- | -
|                                  |  | Three Months Ended |     | Six Months Ended |  
|(in thousands)                    |  | July 30,2006       |     | July 31,2005     |   | July 30,2006 |  | July 31,2005 |    
|Cost of revenue                   |  | $                  | 6   |                  | $ | 1            |  | $            | 9   |  | $ | (2  | )
|Research and development          |  |                    | 231 |                  |   | 78           |  |              | 432 |  |   | 149 |  
|Sales, general and administrative |  |                    | 136 |                  |   | 27           |  |              | 244 |  |   | 56  |  
|Income tax benefit                |  |                    |    |                  |   |             |  |              |    |  |   |    |  
|                                  |  |                    |     |                  |   |              |  |              |     |  |   |     |  
|Total                             |  | $                  | 373 |                  | $ | 106          |  | $            | 685 |  | $ | 203 |  
|                                  |  |                    |     |                  |   |              |  |              |     |  |   |     |  



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Total compensation cost related to unvested stock-based awards granted to employees under the stock option plans but not
yet recognized as of July 30, 2006 was approximately $1.3 million after estimated forfeitures. The cost will be recognized on a straight-line basis over an estimated weighted average period of approximately 2.93 years for stock options and will
be adjusted if necessary in subsequent periods if actual forfeitures differ from those estimates.

Total compensation cost related to options to purchase
common shares under the ESPP but not yet recognized as of July 30, 2006 was approximately $357,000. This cost will be recognized on a straight-line basis over a weighted-average period of approximately 1.75 years.

Stock Options and Awards Activities

The following is a summary of
the Companys stock option activity under the stock option plans as of July 30, 2006 and related information:



|                                             |  |           |   |  |                                |       |                                                    |      |                         |   |        
|-------------------------------------------- |  | --------- | - |  | ------------------------------ | ----- | -------------------------------------------------- | ---- | ----------------------- | - | -------
|                                             |  | Shares    |   |  | Weighted AverageExercise Price |       | WeightedAverageRemainingContractualTerm (in Years) |      | AggregateIntrinsicValue
|Outstanding at April 30, 2006                |  | 1,479,001 |   |  | $                              | 7.47  |                                                    |      |                         |   |        
|Granted                                      |  | 457,525   |   |  | $                              | 4.83  |                                                    |      |                         |   |        
|Exercised                                    |  | (15,158   | ) |  | $                              | 1.61  |                                                    |      |                         |   |        
|Forfeitures and cancellations                |  | (83,711   | ) |  | $                              | 9.10  |                                                    |      |                         |   |        
|                                             |  |           |   | 
|Outstanding at July 30, 2006                 |  | 1,837,657 |   |  | $                              | 6.80  |                                                    | 6.66 |                         | $ | 486,650
|                                             |  |           |   | 
|Vested and Expected to Vest at July 30, 2006 |  | 1,352,515 |   |  | $                              | 7.90  |                                                    | 6.57 |                         | $ | 348,124
|                                             |  |           |   | 
|Exercisable at July 30, 2006                 |  | 830,383   |   |  | $                              | 10.76 |                                                    | 6.33 |                         | $ | 132,530

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the
Companys closing stock price of $2.78 at July 30, 2006, which would have been received by option holders had all option holders exercised their options that were in-the-money as of that date. The total number of in-the-money options
exercisable as of July 30, 2006 was approximately 157 thousand. The aggregate intrinsic value of options exercised during the three months ended July 30, 2006 was $26 thousand.

The exercise prices for options outstanding and exercisable as of July 30, 2006 and their weighted average remaining contractual lives were as
follows:



|                         |  |                   |  |                                         |  |                                |  |                   |  |                              |       |  | 
|------------------------ |  | ----------------- |  | --------------------------------------- |  | ------------------------------ |  | ----------------- |  | ---------------------------- | ----- |  | 
|                         |  | Outstanding       |  | Exercisable                            
|Range of Exercise Prices |  | SharesOutstanding |  | WeightedAverageRemainingContractualLife |  | Weighted AverageExercise Price |  | NumberExercisable |  | WeightedAverageExercisePrice
|                         |  | (in thousands)    |  | (in years)                              |  |                                |  | (in thousands)    |  |                             
|$1.35  2.00             |  | 129               |  | 4.44                                    |  | $1.51                          |  | 46                |  | $                            | 1.38 
|$2.01  4.02             |  | 527               |  | 8.50                                    |  | $2.20                          |  | 119               |  | $                            | 2.26 
|$4.03  6.00             |  | 605               |  | 5.96                                    |  | $4.88                          |  | 96                |  | $                            | 4.93 
|$6.01  13.95            |  | 307               |  | 7.02                                    |  | $12.00                         |  | 299               |  | $                            | 12.13
|$13.96  20.00           |  | 246               |  | 5.08                                    |  | $15.91                         |  | 246               |  | $                            | 15.91
|$20.01 and over          |  | 24                |  | 7.17                                    |  | $24.37                         |  | 24                |  | $                            | 24.37
|                         |  |                   |  |                                         |  |                                |  |                   |  |                              |      
|                         |  | 1,838             |  | 6.66                                    |  | $6.80                          |  | 830               |  | $                            | 10.76



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Pro-forma Disclosures

The following table illustrates the effect on net income and net income per share as if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation during the three-month and six-month periods ended
July 31, 2005 (in thousands, except per share amounts):



|                                                                                                                       |  |                    |        |   |                  |   |        |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | -
|                                                                                                                       |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                                                                       |  | July 31, 2005      |       
|Net Income  as reported                                                                                               |  | $                  | (4,465 | ) |                  | $ | (6,110 | )
|Stock-based employee compensation benefit included in the determination of net income as reported                      |  |                    | 106    |   |                  |   | 203    |  
|Stock-based employee compensation expense determined under fair value based method for all awards, net of income taxes |  |                    | (1,461 | ) |                  |   | (2,539 | )
|                                                                                                                       |  |                    |        |   |                  |   |        |  
|Pro forma net loss                                                                                                     |  | $                  | (5,820 | ) |                  | $ | (8,446 | )
|                                                                                                                       |  |                    |        |   |                  |   |        |  
|Earnings per share:                                                                                                    |  |                    |        |   |                  |   |        |  
|Reported basic and diluted loss per share                                                                              |  | $                  | (0.67  | ) |                  | $ | (0.92  | )
|Pro forma basic and diluted loss per share                                                                             |  | $                  | (0.87  | ) |                  | $ | (1.27  | )

For the purposes of this pro forma disclosure, the value of the options was estimated using a Black-Scholes option
valuation model and recognized over the respective vesting periods of the awards.

3. Loss Per Share

The following data shows the amounts used in computing loss per share and the effect on the weighted-average number of shares of diluted potential common
stock.

Per share information calculated on this basis is as follows:



|                                                                                       |              |                    |        |              |                  |   |              |   |  |              |        |   |  |   |        |  
|-------------------------------------------------------------------------------------- | ------------ | ------------------ | ------ | ------------ | ---------------- | - | ------------ | - |  | ------------ | ------ | - |  | - | ------ | -
|(in thousands, except per share amounts)                                               |              | Three Months Ended |        |              | Six Months Ended |  
|                                                                                       | July 30,2006 |                    |        | July 31,2005 |                  |   | July 30,2006 |   |  | July 31,2005 |       
|Numerator:                                                                             |              |                    |        |              |                  |   |              |   |  |              |        |   |  |   |        |  
|                                                                                       |              |                    |        |             
|Net loss                                                                               |              | $                  | (4,240 | )            |                  | $ | (4,465       | ) |  | $            | (9,247 | ) |  | $ | (6,110 | )
|                                                                                       |              |                    |        |             
|Denominator:                                                                           |              |                    |        |              |                  |   |              |   |  |              |        |   |  |   |        |  
|Denominator for basic and diluted loss per share - weighted average shares outstanding |              |                    | 9,579  |              |                  |   | 6,694        |   |  |              | 9,550  |   |  |   | 6,670  |  
|                                                                                       |              |                    |        |             
|Basic and diluted loss per share                                                       |              | $                  | (0.44  | )            |                  | $ | (0.67        | ) |  | $            | (0.97  | ) |  | $ | (0.92  | )

For the three and six month periods ended July 30, 2006 and July 31, 2005 basic loss per
share equals diluted loss per share due to the net loss for those periods. During the three months ended July 30, 2006 and July 31, 2005, respectively, the Company excluded options to purchase 2,281,891 and 2,175,560



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shares of common stock from the diluted loss per share computations because the impact would have been anti-dilutive.
During the six months ended July 30, 2006 and July 31, 2005, respectively, the Company excluded options to purchase 2,168,368 and 2,360,091 shares of common stock from the diluted loss per share computations because the impact would have
been anti-dilutive.

4. Cash, Cash Equivalents and Short-term Investments

All highly liquid investments purchased with an original maturity of 90 days or less are considered cash equivalents. Investments with an original
maturity of greater than 90 days, but less than one year, are classified as short-term investments.

Investments in marketable equity
securities and debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost with corresponding premiums or
discounts amortized to interest income over the life of the investment. Securities not classified as held-to-maturity are classified as available-for-sale and are reported at fair market value. Unrealized gains or losses on available-for-sale
securities are included, net of tax, in stockholders equity until their disposition. Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities are included in interest income and other.
The cost of securities sold is based on the specific identification method.

All cash equivalents and short-term investments are classified
as available-for-sale and are recorded at fair market value. All available-for-sale securities have maturity dates of less than one year from the balance sheet dates. For all classifications of securities, cost approximates fair market value as of
July 30, 2006 and January 29, 2006, and consists of the following (in thousands):



|                                |  |               |        |                            |   |    |           |  |   |       
|------------------------------- |  | ------------- | ------ | -------------------------- | - | -- | --------- |  | - | ------
|July 30, 2006 (in thousands)    |  | AmortizedCost |        | GrossUnrealizedGain (Loss) |   |    | FairValue
|Cash and cash equivalents:      |  |               |        |                            |   |    |           |  |   |       
|Money market funds              |  | $             | 1,103  |                            | $ |   |           |  | $ | 1,103 
|Commercial paper                |  |               | 11,369 |                            |   |   |           |  |   | 11,369
|Corporate notes                 |  |               | 517    |                            |   |   |           |  |   | 517   
|U.S. Government agencies        |  |               | 1,024  |                            |   |   |           |  |   | 1,024 
|Bank accounts                   |  |               | 605    |                            |   |   |           |  |   | 605   
|                                |  |               |        |                            |   |    |           |  |   |       
|Total                           |  | $             | 14,618 |                            | $ |   |           |  | $ | 14,618
|                                |  |               |        |                            |   |    |           |  |   |       
|Short-term investments:         |  |               |        |                            |   |    |           |  |   |       
|Corporate bonds                 |  | $             | 989    |                            | $ | 1  |           |  | $ | 990   
|U.S. Government agencies        |  |               | 1,518  |                            |   | (2 | )         |  |   | 1,516 
|                                |  |               |        |                            |   |    |           |  |   |       
|Total                           |  | $             | 2,507  |                            | $ | (1 | )         |  | $ | 2,506 
|                                |  |               |        |                            |   |    |           |  |   |       
|                                |  |               |       
|January 29, 2006 (in thousands) |  | AmortizedCost |        | GrossUnrealizedLoss        |   |    | FairValue
|Cash and cash equivalents:      |  |               |        |                            |   |    |           |  |   |       
|Money market funds              |  | $             | 1,345  |                            | $ |   |           |  | $ | 1,345 
|Commercial paper                |  |               | 23,698 |                            |   | (2 | )         |  |   | 23,696
|U.S. government agencies        |  |               | 994    |                            |   |   |           |  |   | 994   
|Bank accounts                   |  |               | 660    |                            |   |   |           |  |   | 660   
|                                |  |               |        |                            |   |    |           |  |   |       
|Total                           |  | $             | 26,697 |                            | $ | (2 | )         |  | $ | 26,695
|                                |  |               |        |                            |   |    |           |  |   |       



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5. Inventories

Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out method. The Company writes down the inventory value for estimated excess and obsolete inventory, based on
managements assessment of future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.



|                                      |  |               |     |                  |   |    
|------------------------------------- |  | ------------- | --- | ---------------- | - | ---
|Inventory consists of: (in thousands) |  | July 30, 2006 |     | January 29, 2006
|                                      |  | (unaudited)   |     |                 
|Raw materials                         |  | $             | 506 |                  | $ | 1  
|Work in process                       |  |               |    |                  |   | 11 
|Finished goods                        |  |               | 227 |                  |   | 159
|                                      |  |               |     |                  |   |    
|Total                                 |  | $             | 733 |                  | $ | 171
|                                      |  |               |     |                  |   |    

6. Accumulated Other Comprehensive Income

Unrealized gains or losses on the Companys available-for-sale securities are included in comprehensive loss and reported separately in
stockholders equity.

Net comprehensive loss includes the Companys net loss, as well as accumulated other comprehensive loss on
available for sale securities. Net comprehensive loss for the three and six months ended July 30, 2006 and July 31, 2005, respectively, is as follows (in thousands):



|                                                               |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |        |  
|-------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                                               |  | Three Months Ended |        |   | Six Months Ended |  
|                                                               |  | July 30,2006       |        |   | July 31,2005     |   |        | July 30,2006 |  |   | July 31,2005 |  
|Net loss, as reported                                          |  | $                  | (4,240 | ) |                  | $ | (4,465 | )            |  | $ | (9,247       | ) |  | $ | (6,110 | )
|Net change in unrealized loss on available for sale securities |  |                    |       |   |                  |   | (1     | )            |  |   | 1            |   |  |   | 9      |  
|                                                               |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |        |  
|Net comprehensive loss                                         |  | $                  | (4,240 | ) |                  | $ | (4,466 | )            |  | $ | (9,246       | ) |  | $ | (6,101 | )
|                                                               |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |        |  

Total accumulated other comprehensive loss was $1 thousand at July 30, 2006 and $2 thousand
at January 29, 2006. Accumulated other comprehensive loss consists entirely of unrealized losses on available for sale securities.

7. Obligations
under Capital Leases

In fiscal 2003, the Company entered into capital leases for software licenses used in the design of
semiconductors. In March 2004 and October 2004, the Company entered into new capital lease agreements adding additional software and extending the terms of two of the Companys existing leases. Obligations under capital leases represent the
present value of future payments under the lease agreements. Property, plant and equipment include the following amounts for leases that have been capitalized:



|                                 |  |              |        |   |                 |   |        |  
|-------------------------------- |  | ------------ | ------ | - | --------------- | - | ------ | -
|                                 |  | July 30,2006 |        |   | January 29,2006 |  
|(in thousands)                   |  | (unaudited)  |        |   |                 |  
|Software under capital lease     |  | $            | 4,243  |   |                 | $ | 4,243  |  
|Accumulated amortization         |  |              | (2,918 | ) |                 |   | (2,229 | )
|                                 |  |              |        |   |                 |   |        |  
|Net software under capital lease |  | $            | 1,325  |   |                 | $ | 2,014  |  
|                                 |  |              |        |   |                 |   |        |  



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Amounts capitalized under leases are being amortized over a three-year period.

Future minimum payments under the capital leases consist of the following, as of July 30, 2006:



|                                              |  |   |        |  
|--------------------------------------------- |  | - | ------ | -
|Fiscal year ending January 31, (in thousands) |  |   |       
|2007                                          |  | $ | 658    |  
|2008                                          |  |   | 643    |  
|                                              |  |   |        |  
|Total minimum lease payments                  |  |   | 1,301  |  
|Less: amount representing interest            |  |   | (57    | )
|                                              |  |   |        |  
|Present value of net minimum lease payments   |  |   | 1,244  |  
|Less: current portion                         |  |   | (1,244 | )
|                                              |  |   |        |  
|Long-term portion                             |  | $ |       |  
|                                              |  |   |        |  

8. Equity Financing

On December 16, 2005, NeoMagic closed the sale and issuance of (i) 1,500,000 shares of its Common Stock, $.001 par value (the Shares), and (ii) warrants to purchase 749,996 shares of Common
Stock at an exercise price of $9.00 per share (the Warrants). The Company sold and issued the Shares and the Warrants for an aggregate offering price of $9 million. After deducting offering costs, net cash proceeds received by the
Company were $8.4 million.

The Warrants provide that each holder of a Warrant may exercise its Warrant for shares of Common Stock at an
exercise price of $9.00 per share. The Warrants were not exercisable until June 16, 2006. The Warrants provide for adjustments to the exercise price and number of shares for which the Warrants may be exercised in certain circumstances,
including stock splits, stock dividends, certain distributions, and reclassifications, subject to a minimum price of $7.79 per share.

The
proceeds were allocated between the Shares and the Warrants based on their respective fair values. The Warrants were classified as equity in accordance with EITF No. 00-19, Accounting for Derivative Financial Instruments Indexed to and
Potentially Settled in a Companys Own Stock (EITF 00-19). As both the Shares and Warrants are equity instruments, the proceeds from the issuance was allocated on the relative fair value method; however, the Company is
aggregating them for financial reporting purposes.

Investor agreements associated with the December 16, 2005 financing required
NeoMagic to register the Shares and the shares issuable upon exercise of the Warrants (the Warrant Shares) with the SEC for resale. The registration statement for the Shares and Warrant Shares was declared effective on January 25,
2006. The investor agreements also require NeoMagic to maintain the effectiveness of the registration statement. If the registration statement does not remain effective, NeoMagic could be required to pay liquidated damages to investors that
participated in the December 16, 2005 financing, capped at a maximum of 12% of the subscription amount paid by the investors.



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9. Gain on Patent Sale

In the second quarter of fiscal 2007, NeoMagic completed the sale of four of our patents to Samsung Electronics Co. Ltd. for $1.4 million pursuant to a patent purchase agreement. After payment of expenses related to
the negotiation of the Agreement, the Company received approximately $1.0 million in net proceeds from the sale. The Company has no ongoing obligations under the patent sale agreement.

In the first quarter of fiscal 2006, NeoMagic completed the sale of selected patents to Faust Communications, LLC, a private company, for net proceeds of
approximately $3.5 million after payment of expenses of approximately $1.0 million. The Company has no ongoing obligations associated with the sale of these patents.

The patents sold in the second quarter of fiscal 2007 and the first quarter of fiscal 2006 relate to products no longer sold by NeoMagic and not to products that NeoMagic currently sells or plans to sell. NeoMagic
retains a worldwide, non-exclusive license under the patents sold.

The sales do not include several of NeoMagics important patents
covering embedded DRAM technology or any of the unique array processing technology used in NeoMagics MiMagic 6+ and NeoMobileTV products. During the patent sales negotiations, NeoMagic was represented by The Consortium for Technology
Licensing, Ltd., of Nissequogue, New York, a company whose CEO served on the board of NeoMagic until December 2004. On March 28, 2005, NeoMagic entered into an amended and restated Patent Licensing Agreement with the Consortium for Technology
Licensing, Ltd. governing the relationship between the two parties.

10. Income Taxes

Income tax expense was $14 thousand and $50 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively. Income tax
expense was $30 thousand and $99 thousand for the six months ended July 30, 2006 and July 31, 2005, respectively. We recorded a tax provision of $14 thousand on a pre-tax loss of $4.2 million in the three months ended July 30, 2006
that consisted of foreign income taxes and an increase of $6 thousand for accrued interest on tax liabilities. We recorded a tax provision of $30 thousand on a pre-tax loss of $9.2 million in the six months ended July 30, 2006 that consisted of
foreign income taxes and an increase of $12 thousand for accrued interest on tax liabilities. We recorded a tax provision of $50 thousand on a pre-tax loss of $4.5 million in the three months ended July 31, 2005 that consisted of foreign income
taxes and an increase of $44 thousand for accrued interest on tax liabilities. We recorded a tax provision of $99 thousand on a pre-tax loss of $6.1 million in the six months ended July 31, 2005 that consisted of foreign income taxes and an
increase of $88 thousand for accrued interest on tax liabilities.

11. Contingencies

Commitments

In May 1996, the Company moved its principal headquarters to a new facility in Santa
Clara, California, under a non-cancelable operating lease that expired in April 2003. In January 1998, the Company entered into a second non-cancelable operating lease for an adjacent building, which became its new corporate headquarters. This lease
had a co-terminus provision with the original lease that expired in April 2003. In March 2002, the Company extended the term for 45,000 square feet under this lease for another 7 years with a termination date of April 2010. The Company leases
offices in Israel and India



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under operating leases that expire September 2006 and December 2006, respectively. Future minimum lease payments under
operating leases are as follows:



|                                              |  |   |      
|--------------------------------------------- |  | - | -----
|Fiscal year ending January 31: (in thousands) |  |  
|2007*                                         |  | $ | 480  
|2008*                                         |  |   | 1,028
|2009                                          |  |   | 1,073
|2010                                          |  |   | 1,100
|Thereafter                                    |  |   | 277  
|                                              |  |   |      
|Total minimum lease payments                  |  | $ | 3,958
|                                              |  |   |      

---

|* | Net of sublease income for sub-leasing 10,000 square feet in the Companys Santa Clara facility for a two-year period starting on March 15, 2005 for $12,000 per month.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

12. Product Warranty

The Company generally sells products with a limited warranty of product quality and a limited indemnification of customers against intellectual property infringement claims related to the Companys products. The Company accrues for
known warranty and indemnification issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on historical activity. The accrual and the related expense for known issues were not
significant as of and for the six-month periods ended July 30, 2006 and July 31, 2005. Due to product testing, the short time between product shipment and the detection and correction of product failures, and a low historical rate of
payments on indemnification claims, the accrual based on historical activity and the related expense were not significant for the six months ended July 30, 2006 and July 31, 2005.

13. Recent Accounting Pronouncements

In February
2006, the FASB decided to move forward with the issuance of a final FSP FAS 123(R)-4 Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event. The
guidance in this FSP FAS 123(R)-4 amends paragraphs 32 and A229 of FASB Statement No. 123(R) to incorporate the concept articulated in footnote 16 of FAS 123(R). That is, a cash settlement feature that can be exercised only upon the occurrence
of a contingent event that is outside the employees control does not meet the condition in paragraphs 32 and A229 until it becomes probable that the event will occur. Originally under FAS 123(R), a provision in a share-based payment plan that
required an entity to settle outstanding options in cash upon the occurrence of any contingent event required classification and accounting for the share based payment as a liability. This caused an issue under certain awards that require or permit,
at the holders election, cash settlement of the option or similar instrument upon (a) a change in control or other liquidity event of the entity or (b) death or disability of the holder. With this new FSP, these types of cash
settlement features will not require liability accounting so long as the feature can be exercised only upon the occurrence of a contingent event that is outside the employees control (such as an initial public offering) until it becomes
probable that event will occur. The guidance in this FSP shall be applied upon initial adoption of Statement 123(R). An entity that adopted Statement 123(R) prior to the issuance of the FSP shall apply the guidance in the FSP in the first reporting
period beginning after February 2006. Early application of FSP FAS 123(R)-4 is permitted in periods for which financial statements have not yet been issued. The Company does not anticipate that this new FSP will have any material impact upon its
financial condition or results of operations.

In February 2006, the FASB issued SFAS 155 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and In February 2006, the FASB issued SFAS



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155 Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
140. This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This Statement:

a. Permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation;

b. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133;

c. Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring bifurcation;

d. Clarifies that concentrations of credit risk in
the form of subordination are not embedded derivatives; and

e. Amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. The fair value election provided for in
paragraph 4 of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as
of the beginning of an entitys fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments
that an entity holds at the date of adoption on an instrument-by-instrument basis. The Company is currently evaluating the impact of SFAS 155.

In March 2006, the FASB issued SFAS No. 156 (FAS 156), Accounting for Servicing of Financial AssetsAn Amendment of FASB Statement No. 140. Among other requirements, FAS 156 requires a company to
recognize a servicing asset or servicing liability when it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations. Under FAS 156 an election can also be made for subsequent fair value
measurement of servicing assets and servicing liabilities by class, thus simplifying the accounting and provide for income statement recognition of potential offsetting changes in the fair value of servicing assets, servicing liabilities and related
derivative instruments. The Statement will be effect beginning the first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of FAS 156 will have a material impact on our financial position or results of
operations.

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

When
used in this discussion, the words expects, anticipates, believes and similar expressions are intended to identify forward-looking statements. Such statements reflect managements current intentions and
expectations. Examples of such forward-looking statements include statements regarding future revenues, expenses, losses and cash flows, the launch of new products by NeoMagic and its customers and research and development activities. However,
actual events and results could vary significantly based on a variety of factors including those set forth below under Factors that May Affect Results. These forward-looking statements speak only as of the date hereof. The Company
expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, to reflect any changes in the Companys expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.



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Overview

We deliver semiconductor chips and software that provide solutions to enable new multimedia applications for handheld devices. Our solutions offer low power consumption, small form-factor and high performance processing. As part of our
complete system solution, we deliver a suite of middleware and sample applications for imaging, video and audio functionality, and we provide multiple operating system ports with customized drivers for our products. Our product portfolio includes
semiconductor solutions known as Applications Processors as well as other Systems-On-Chips (SOCs). Our Applications Processors are sold under the MiMagic brand name with a focus on enabling high performance multimedia within a low power
consumption environment. In mobile phones, our Applications Processors are designed to work side-by-side with baseband processors that are used for communications functionality. Our SOC product dedicated for the mobile digital TV market is marketed
under the NeoMobileTV brand name. Target customers for both our MiMagic product and our NeoMobileTV product include manufacturers of mobile phones and handheld devices. The largest projected market opportunity for our products is in the
mobile phone market, where our products enable multimedia functionality.

Since April 2002, we have been working with The Consortium for
Technology Licensing Ltd. to explore opportunities to license or sell our patents. During the second quarter of fiscal 2007 and the first quarter of fiscal year 2006, we generated, respectively, a $1.0 million and $3.5 million gain from the sale of
patents that related to legacy products that NeoMagic no longer sells. During the third quarter of fiscal year 2006, we announced a patent licensing transaction with Sony Corporation where Sony paid us $8.5 million for a non-exclusive fully paid-up
license to all of our patents. In the patent licensing transaction with Sony, we only provided Sony with a license to our patents. We did not provide Sony with any intellectual know-how or other confidential information that could help
Sony develop products that could be competitive with NeoMagics products. As of July 30, 2006, we were in discussions with multiple companies that we believe have infringed on our embedded DRAM patents. The objective of our patent
licensing business is to enter into patent licensing agreements with companies that have infringed or are expected to infringe on our patents. In addition, we may decide to license or sell certain additional patents in the future. Licensing revenue
was $8.5 million in fiscal 2006 representing 91% of our total revenue. There was no licensing revenue in the first quarter or second quarter of fiscal 2007.

Critical Accounting Policies and Estimates

NeoMagics discussion and analysis of its financial condition and results
of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to
intangible assets and long-lived assets, revenue recognition, inventories and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the amount and timing of revenue and expenses and the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these
estimates under different assumptions or conditions.



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Accounting for Stock-Based Compensation

Beginning in fiscal 2007, we account for stock-based compensation arrangements in accordance with the provisions of SFAS 123(R). Under SFAS 123(R),
compensation cost is calculated based on the fair value on the date of grant using the Black-Scholes method. The compensation cost is then amortized on a straight-line basis over the vesting period. Black-Scholes requires us to estimate key
assumptions such as expected term, volatility and forfeiture rates that determine the stock options fair value. The estimate of these key assumptions is based on historical information and judgment regarding market factors and trends. If
actual results are not consistent with our assumptions and judgments used in estimating the key assumptions, we may be required to increase or decrease compensation expense or income tax expense, which could be material to our results of operations.

Long-Lived Assets

In accordance with
SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we evaluate the carrying value of our long-lived assets, consisting primarily of property, plant and equipment, in the fourth quarter of each fiscal year, and
whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Such events or circumstances include, but are not limited to, a significant decline in the market value of the assets,
significant reductions in projected future cash flows or gross margins, or macroeconomic factors, including a prolonged economic downturn. In assessing the recoverability of long-lived assets, we compare the carrying value to the undiscounted future
cash flows that the assets are expected to generate. If the total of the undiscounted future cash flows is less than the carrying amount of the assets, we will be required to write down such assets based on the excess of the carrying amount over the
fair value of the assets. Fair value is generally determined by calculating the discounted future cash flows using a discount rate based upon the weighted average cost of capital. Significant judgments and assumptions are required in the forecast of
future operating results used in the preparation of the estimated future cash flows, including gross profit margins, long-term forecasts of the amount and timing of overall market growth and our percentage of that market, groupings of assets,
discount rates and terminal growth rates. In addition, significant estimates and assumptions are required in the determination of the fair value of our tangible long-lived assets, including replacement cost, economic obsolescence, and the value that
could be realized in liquidation. We continue to periodically evaluate our long-lived assets for impairment in accordance with SFAS 144 and acknowledge it is possible that such evaluation might result in future adjustments for impairment. Changes in
these estimates could have a material adverse effect on the assessment of our long-lived assets, thereby requiring us to write down or write off long-lived assets.

Revenue Recognition

We derive our revenue from two principal sources: product sales and license fees for patents.

We recognize revenue from non-distributor product sales when the products are shipped to the customer, title has transferred, and no
obligations remain. In addition, we require the following criteria to be met before recognizing revenue: (i) execution of a written customer order, (ii) shipment of the product, (iii) fee is fixed or determinable, and
(iv) collectibility of the proceeds is probable. Our shipment terms are FOB shipping point.

For products shipped to distributors, we
defer recognition of product revenue until the distributors sell our products to their customers. On occasion, however, we may sell products with End of Life status to our distributors under special arrangements without any price
protection or return privileges for which we recognize revenue upon transfer of title, typically upon shipment.



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At the end of each accounting period, we determine certain factors, including sales returns and
allowances, that could affect the amount of revenue recorded for the period. Sales returns provisions include considerations for known but unprocessed sales returns and estimates for unknown returns based on our historical experiences.

We recognize non-refundable fees for licensing our patents in the period when all of the following conditions are met: (i) we enter into a
licensing agreement with a licensee that has been executed by both parties, (ii) delivery has occurred and we have no further obligations regarding the licensing agreement, (iii) the fee is fixed and determinable, and
(iv) collectibility of the proceeds is probable.

Inventory Valuation

Our inventory valuation policy stipulates that at the end of each reporting period we write down or write off our inventory for estimated obsolescence or
unmarketable inventory. The amount of the write-down or write-off is equal to the difference between the cost of the inventory and the estimated market value of the inventory based upon assumptions about future demand and market conditions. If
actual market conditions are less favorable than those projected by management, additional inventory write-downs or write-offs may be required. Additionally, as we introduce product enhancements and new products, demand for our existing products in
inventory may decrease, requiring additional inventory write-downs.

Deferred Taxes and Tax Accruals

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Based on the uncertainty of
future pre-tax income, we have fully reserved our deferred tax assets. If we determine that we would be able to realize some or all of our deferred tax assets in the future, an adjustment to the deferred tax assets would increase income in the
period when such determination was made.

We have also provided accruals for certain tax liabilities based on our estimate of whether, and
the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, or less than currently assessed, the resulting reversal of such accruals would result in tax benefits being recorded in the period
when the accruals are no longer deemed necessary. Conversely, if our estimate of tax liabilities is more than the amount ultimately assessed, further charges would result.

Results of Operations

Net Sales

Product revenue was $177 thousand and $301 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively. Product revenue was $263 thousand and $600 thousand for the six months ended
July 30, 2006 and July 31, 2005, respectively. The decrease in product revenue for the three and six months ended July 30, 2006 is primarily due to decreased sales of our MiMagic 3 and MiMagic 5 applications processors.

Sales to customers located outside the United States (including sales to the foreign operations of customers with headquarters in the United States, and
foreign system manufacturers that sell to United States-based original equipment manufacturers) accounted for 32% and 53% of product revenue in the three months ended July 30, 2006 and July 31, 2005, respectively. During the quarter ended
July 30, 2006, 63% of our revenues resulted from the sale of our 1110 companion chip product to Premier Components Distribution, a U.S. distributor. As a result, the sales percentage to customers located outside of the U.S



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declined. The 1110 companion chip product has been discontinued and no significant sales of this product are expected in
the future. Sales to customers located outside the United States accounted for 51% and 66% of product revenue in the six months ended July 30, 2006 and July 31, 2005, respectively. All sales transactions were denominated in United States
dollars. The following is a summary of the Companys product revenue by major geographic area:



|              |  |                    |   |  |                  |   |  |               |   |  |               |  
|------------- |  | ------------------ | - |  | ---------------- | - |  | ------------- | - |  | ------------- | -
|              |  | Three Months Ended |   |  | Six Months Ended |  
|              |  | July 30, 2006      |   |  | July 31, 2005    |   |  | July 30, 2006 |   |  | July 31, 2005 |  
|Japan         |  | 0                  | % |  | 0                | % |  | 0             | % |  | 7             | %
|Taiwan        |  | 5                  | % |  | 40               | % |  | 15            | % |  | 31            | %
|Singapore     |  | 0                  | % |  | 8                | % |  | 9             | % |  | 4             | %
|United States |  | 68                 | % |  | 47               | % |  | 49            | % |  | 34            | %
|Korea         |  | 3                  | % |  | 0                | % |  | 2             | % |  | 0             | %
|England       |  | 18                 | % |  | 5                | % |  | 21            | % |  | 10            | %
|Sweden        |  | 6                  | % |  | 0                | % |  | 4             | % |  | 14            | %
|              |  |                    |   |  |                  |   |  |               |   |  |               |  
|              |  | 100                | % |  | 100              | % |  | 100           | % |  | 100           | %

The following customers accounted for more than 10% of product revenue.



|                                      |  |                    |   |  |                  |   |  |               |   |  |               |  
|------------------------------------- |  | ------------------ | - |  | ---------------- | - |  | ------------- | - |  | ------------- | -
|                                      |  | Three Months Ended |   |  | Six Months Ended |  
|                                      |  | July 30, 2006      |   |  | July 31, 2005    |   |  | July 30, 2006 |   |  | July 31, 2005 |  
|Edom Technology Co.**                 |  | *                  |   |  | 38               | % |  | 16            | % |  | 23            | %
|Exadigm                               |  | *                  |   |  | 44               | % |  | *             |   |  | 29            | %
|Note Norrtelje AB                     |  | *                  |   |  | *                |   |  | *             |   |  | 14            | %
|Premier Microelectronics Europe LTD** |  | 18                 | % |  | *                |   |  | 21            | % |  | 10            | %
|Premier Components Distribution**     |  | 63                 | % |  | *                |   |  | 46            | % |  | *             |  

---

|* | represents less than 10% of product revenue
|- | -------------------------------------------

|** | customer is a distributor
|-- | -------------------------

Gross Profit (Loss)

Gross profit was $62 thousand for the three months ended July 30, 2006 and gross loss was $3 thousand for the three months ended July 31, 2005.
Gross margin was $62 thousand for the six months ended July 30, 2006 and gross loss was $36 thousand for the six months ended July 31, 2005. The improvement in gross margin in the three and six months ended July 30, 2006 is primarily
due to reserve releases of $16 thousand and $ 38 thousand, respectively, for the sale of inventory previously written off. The gross loss for the three and six months ended July 31, 2005 was unfavorably impacted by charges totaling $87
thousand and $190 thousand, respectively, to write-off excess inventory primarily for our MiMagic 5 applications processor partially offset by the sale of $8 thousand and $32 thousand, respectively, of inventory previously written off.



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Research and Development Expenses

Research and development expenses include compensation and associated costs relating to development personnel, amortization of intangible assets and prototyping costs, which are comprised of photomask costs and
pre-production wafer costs. Research and development expenses were $3.8 million and $3.1 million for the three months ended July 30, 2006 and July 31, 2005, respectively. Research and development expenses were $7.1 million and $6.2 million
for the six months ended July 30, 2006 and July 31, 2005, respectively. These expenses include stock based compensation of $231 thousand and $78 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively,
and $432 thousand and $149 thousand for the six months ended July 30, 2006 and July 31, 2005, respectively. The increase of $0.7 million for the three months ended July 30, 2006 is primarily related to increased stock compensation
costs of $0.2 million as a result of the adoption of SFAS 123(R) in the first quarter of fiscal 2007, increased labor costs of $0.1 million and increased mask and acquired technology costs of $0.2 million. The increase of $0.9 million for the
six months ended July 30, 2006 is primarily related to increased stock compensation costs of $0.3 million as a result of the adoption of SFAS 123(R) in the first quarter of fiscal 2007, increased labor costs of $0.1 million and increased
mask and acquired technology costs of $0.4 million.

Sales, General and Administrative Expenses

Sales, general and administrative expenses were $1.7 million and $1.3 million for the three months ended July 30, 2006 and July 31, 2005,
respectively. Sales, general and administrative expenses were $3.6 million and $3.1 million for the six months ended July 30, 2006 and July 31, 2005, respectively. These expenses include stock based compensation of $136 thousand and $27
thousand for the three months ended July 30, 2006 and July 31, 2005, respectively, and $244 thousand and $56 thousand for the six months ended July 30, 2006 and July 31, 2005, respectively. The increase of $0.4 million for the
three months ended July 30, 2006 is primarily related to increased stock compensation costs of $0.1 million as a result of the adoption of SFAS 123(R) in the first quarter of fiscal 2007, increased labor costs of $0.1 million, and
increased financial audit costs of $0.1 million. The increase of $0.5 million for the six months ended July 30, 2006 is primarily related to increased stock compensation costs of $0.2 million as a result of the adoption of SFAS 123(R) in
the first quarter of fiscal 2007 and increased professional service costs of $0.2 million.

Gain on Sale of Patents

In the second quarter of fiscal 2007, NeoMagic completed the sale of four of our patents to Samsung Electronics Co. Ltd. for $1.4 million pursuant to a
patent purchase agreement. After payment of expenses related to the negotiation of the patent purchase agreement, the Company received approximately $1.0 million in net proceeds from the sale. The Company has no ongoing obligations under the patent
sale agreement.

In the first quarter of fiscal 2006, NeoMagic completed the sale of selected patents to Faust Communications, LLC, a
private company, for net proceeds of approximately $3.5 million after payment of expenses of approximately $1.0 million. The Company has no ongoing obligations associated with the sale of these patents.

The patents sold in the second quarter of fiscal 2007 and the first quarter of fiscal 2006 relate to products no longer sold by NeoMagic and not to
products that NeoMagic currently sells or plans to sell. NeoMagic retains a worldwide, non-exclusive license under the patents sold.



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The sales do not include several of NeoMagics important patents covering embedded DRAM technology
or any of the unique array processing technology used in NeoMagics MiMagic 6 product. During the patent sales negotiations, NeoMagic was represented by The Consortium for Technology Licensing, Ltd., of Nissequogue, New York, a company whose
CEO served on the board of NeoMagic until December 2004. On March 28, 2005, NeoMagic entered into an amended and restated Patent Licensing Agreement with the Consortium for Technology Licensing, Ltd. governing the relationship between the two
parties.

Stock Compensation

Stock
compensation expense was $373 thousand and $106 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively. Stock compensation expense was $685 thousand and $203 thousand for the six months ended July 30, 2006
and July 31, 2005, respectively. Stock compensation expense recorded in cost of revenues, research and development expenses and sales, general and administrative expenses for the three and six months ended July 30, 2006 is the amortization
of the fair value of share-based payments made to employees and members of our board of directors in the form of stock options and purchases under the employee stock purchase plan as we adopted the provision of SFAS No. 123(R) on the fist
day of fiscal 2007 (See Note 2). The fair value of stock options granted and rights granted to purchase our common stock under the employee stock purchase plan is recognized as expense over the employee requisite service period.

We elected to adopt the modified prospective method as provided by SFAS No. 123(R). Accordingly, for the three and six months ended July 30,
2006, we accounted for stock compensation under SFAS No. 123(R), while for the three and six months ended July 31, 2005, we accounted for stock compensation under Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees. In the three and six months ended July 31, 2005, under APB 25, we recorded amortization of deferred stock compensation of $106 thousand and $203 thousand, respectively, for deferred
compensation recorded for the difference between the fair value of common stock at the date of grant and the option exercise price. Under SFAS No. 123(R), however, we recorded compensation expense for all share-based payments made to employees
based on the fair value at the date of the grant. Therefore, stock compensation for the three and six months ended July 30, 2006 was not comparable to the prior-year period.

Interest Income and Other

We earn interest on our cash equivalents and short-term investments.
Interest income and other was $234 thousand and $177 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively. Interest income and other was $504 thousand and $294 thousand for the six months ended July 30,
2006 and July 31, 2005, respectively. The increase for the three and six months ended July 30, 2006 in interest income and other is primarily due to increased interest rates which were partially offset by lower average cash and short-term
investment balances.

Interest Expense

Interest expense was $29 thousand and $132 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively. Interest expense was $66 thousand and $420 thousand for the six months ended July 30, 2006 and
July 31, 2005, respectively. The decrease in the three and six months ended July 30, 2006 is primarily due to accreted interest expense of $44 thousand in the three months ended July 31, 2005 and accreted interest expense of $241
thousand in the six months ended July 31, 2005 related to our Mandatorily Redeemable Series B Convertible Preferred Stock issued in August 2004. In addition, we



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recorded $32 thousand of interest expense in the second quarter of fiscal 2006 and $65 thousand in the six months ended
July 31, 2005 due to amortization of deferred financing costs related to our Mandatorily Redeemable Series B preferred stock. There was no accreted interest expense or amortization of deferred financing costs in the three and six months ended
July 30, 2006 since the Mandatorily Redeemable Series B Convertible Preferred Stock was converted into common stock in the fourth quarter of fiscal 2006. Interest expense recorded in the three and six months ended July 30, 2006 represents
interest on our capital leases (See Note 7).

Income Taxes

Income tax expense was $14 thousand and $50 thousand for the three months ended July 30, 2006 and July 31, 2005, respectively. Income tax expense was $30 thousand and $99 thousand for the six months ended
July 30, 2006 and July 31, 2005, respectively. We recorded a tax provision of $14 thousand on a pre-tax loss of $4.2 million in the three months ended July 30, 2006 that consisted of foreign income taxes and an increase of $6 thousand
for accrued interest on tax liabilities. We recorded a tax provision of $30 thousand on a pre-tax loss of $9.2 million in the six months ended July 30, 2006 that consisted of foreign income taxes and an increase of $12 thousand for accrued
interest on tax liabilities. We recorded a tax provision of $50 thousand on a pre-tax loss of $4.5 million in the three months ended July 31, 2005 that consisted of foreign income taxes and an increase of $44 thousand for accrued interest on
tax liabilities. We recorded a tax provision of $99 thousand on a pre-tax loss of $6.1 million in the six months ended July 31, 2005 that consisted of foreign income taxes and an increase of $88 thousand for accrued interest on tax liabilities.

Liquidity and Capital Resources

The
Companys cash, cash equivalents and short-term investments decreased $9.6 million in the six months ended July 30, 2006 to $17.1 million from $26.7 million at January 29, 2006. The operating loss for the first six months of fiscal
2007 was partially offset by a gain of $1.0 million on the sale of certain patents.

We believe our current cash, cash equivalents and
short-term investments will satisfy our projected cash requirements through the end of fiscal 2007. However, we expect we will need to raise additional capital to fund future operating activities beyond fiscal 2007. Beyond fiscal 2007, the adequacy
of our resources will depend largely on our ability to complete additional financing and our success in re-establishing profitable operations and positive operating cash flows. If we experience a material shortfall versus our plan for fiscal 2007,
we expect to take all appropriate actions to maximize the value of the Company. We believe we can take actions to achieve further reductions in our operating expenses, if necessary. We also believe that we can take actions to generate cash by
selling or licensing intellectual property, seeking funding from strategic partners, and seeking further equity or debt financing from financial sources. We cannot assure you that additional financing will be available on acceptable terms or at all.

Net cash used in operating activities for the six months ended July 30, 2006 was $9.9 million, compared to $8.0 million of net cash
used in operating activities for the six months ended July 31, 2005. The cash used in operating activities for the six months ended July 30, 2006 was primarily due to the net loss of $9.2 million, the $1.0 million gain on the sale of
patents, an increase in inventory of $0.6 million nad a decrease in accounts payable of $0.8 million partially offset by non-cash depreciation of $0.8 million and non-cash stock based compensation of $0.7 million. The cash used in operating
activities for the six months ended July 31, 2005 was primarily due to the net loss of $6.1 million and the $3.5 million gain on the sale of patents partially offset by non-cash depreciation of $0.9 million and non-cash accretion of $0.2
million.



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Net cash used in investing activities for the six months ended July 30, 2006, was $1.5 million,
compared to $14.3 million of net cash provided by investing activities for the six months ended July 31, 2005. Net cash used in investing activities is primarily due to net purchases of short-term investments of $2.5 million partially offset by
proceeds from the sale of patents of $1.0 million. Net cash provided by investing activities for the six months ended July 31, 2005 related primarily to net maturities of short-term investments of $10.8 million and proceeds from the sale of
patents of $3.5 million.

Net cash used in financing activities was $0.7 million for the six months ended July 30, 2006, compared to
$0.5 million of net cash used in financing activities for the six months ended July 31, 2005. The net cash used in financing activities for the six months ended July 30, 2006 is due to payments on capital lease obligations of $0.9 million
partially offset by proceeds from the issuance of common stock of $0.3 million. The net cash used in financing activities for the six months ended July 31, 2005 is due to payments on capital lease obligations of $0.7 million partially offset by
proceeds from the issuance of common stock of $0.2 million.

Our lease for our headquarters in Santa Clara, California expires in April
2010. We lease offices in Israel and India under operating leases that expire in September 2006 for Israel and in December 2006 for India. On February 1, 2005, we entered into a sublease agreement to sub-lease 10,000 square feet in our Santa
Clara facility for a two year period starting on March 15, 2005 for $12,000 per month.

We lease software licenses under capital
leases. Refer to Note 7, Obligations under Capital Leases, in the condensed consolidated financial statements for additional information.

The future minimum payments relating to facility leases, software leases and non-cancelable purchase orders are included in the contractual obligations table below.

Contractual Obligations

The following summarizes the Companys contractual obligations at
July 30, 2006, and the effect such obligations are expected to have on our liquidity and cash flow (in thousands).



|                                   |  |      |       |      |   |       |  |      |       |      |   |             |  |       |     |  |   |   |  |   |      
|---------------------------------- |  | ---- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ----------- |  | ----- | --- |  | - | - |  | - | -----
|                                   |  | 2007 |       | 2008 |   | 2009  |  | 2010 |       | 2011 |   | There After |  | Total
|CONTRACTUAL OBLIGATIONS            |  |      |       |      |   |       |  |      |       |      |   |             |  |       |     |  |   |   |  |   |      
|Operating leases                   |  | $    | 480   |      | $ | 1,028 |  | $    | 1,073 |      | $ | 1100        |  | $     | 277 |  | $ |  |  | $ | 3,958
|Capital leases                     |  |      | 658   |      |   | 643   |  |      |      |      |   |            |  |       |    |  |   |  |  |   | 1,301
|Non-cancelable purchase orders     |  |      | 36    |      |   |      |  |      |      |      |   |            |  |       |    |  |   |  |  |   | 36   
|                                   |  |      |       |      |   |       |  |      |       |      |   |             |  |       |     |  |   |   |  |   |      
|Total contractual cash obligations |  | $    | 1,174 |      | $ | 1,671 |  | $    | 1,073 |      | $ | 1,100       |  | $     | 277 |  | $ |  |  | $ | 5,295
|                                   |  |      |       |      |   |       |  |      |       |      |   |             |  |       |     |  |   |   |  |   |      

Off-Balance Sheet Arrangements

As of July 30, 2006, we had no off-balance sheet arrangements as defined in Item 303(a) (4) of Regulation S-K.

Recent Accounting Pronouncements

In February 2006,
the FASB decided to move forward with the issuance of a final FSP FAS 123(R)-4 Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event. The guidance
in this FSP FAS 123(R)-4 amends paragraphs 32 and A229 of FASB Statement No. 123(R) to incorporate the concept articulated in



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footnote 16 of FAS 123(R). That is, a cash settlement feature that can be exercised only upon the occurrence of a
contingent event that is outside the employees control does not meet the condition in paragraphs 32 and A229 until it becomes probable that the event will occur. Originally under FAS 123(R), a provision in a share-based payment plan that
required an entity to settle outstanding options in cash upon the occurrence of any contingent event required classification and accounting for the share based payment as a liability. This caused an issue under certain awards that require or permit,
at the holders election, cash settlement of the option or similar instrument upon (a) a change in control or other liquidity event of the entity or (b) death or disability of the holder. With this new FSP, these types of cash
settlement features will not require liability accounting so long as the feature can be exercised only upon the occurrence of a contingent event that is outside the employees control (such as an initial public offering) until it becomes
probable that event will occur. The guidance in this FSP shall be applied upon initial adoption of Statement 123(R). An entity that adopted Statement 123(R) prior to the issuance of the FSP shall apply the guidance in the FSP in the first reporting
period beginning after February 2006. Early application of FSP FAS 123(R)-4 is permitted in periods for which financial statements have not yet been issued. The Company does not anticipate that this new FSP will have any material impact upon its
financial condition or results of operations.

In February 2006, the FASB issued SFAS 155 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and In February 2006, the FASB issued SFAS 155 Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140. This Statement amends
FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in
Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This Statement:

a. Permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation;

b. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133;

c. Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative
requiring bifurcation;

d. Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and

e. Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial
instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4 of this Statement may also be applied upon adoption of this
Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entitys fiscal year, provided the entity
has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments that an entity holds at the date of adoption on an
instrument-by-instrument basis. The Company is currently evaluating the impact of SFAS 155.

In March 2006, the FASB issued SFAS
No. 156 (FAS 156), Accounting for Servicing of Financial AssetsAn Amendment of FASB Statement No. 140. Among other requirements, FAS 156 requires a company to recognize a servicing asset or servicing liability
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service a financial asset by entering into a servicing contract under certain situations. Under FAS 156 an
election can also be made for subsequent fair value measurement of servicing assets and servicing liabilities by class, thus simplifying the accounting and provide for income statement recognition of potential offsetting changes in the fair value of
servicing assets, servicing liabilities and related derivative instruments. The Statement will be effect beginning the first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of FAS 156 will have a material
impact on our financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Companys cash, cash equivalents and short-term investments are exposed to financial market risk due to fluctuations in interest rates, which may
affect our interest income. As of July 30, 2006, the Companys cash, cash equivalents and short-term investments earned interest at an average rate of 4.9%. Due to the short-term nature of the Companys investment portfolio, operating
results or cash flows are vulnerable to sudden changes in market interest rates. Assuming a decline of 10% in the market interest rates at July 30, 2006, with consistent cash balances, interest income would be adversely affected by approximately
$21,000 per quarter. The Company does not use its investment portfolio for trading or other speculative purposes.

Foreign Currency Exchange Risk

Currently all of the Companys sales and substantially all of its expenses are denominated in U.S. dollars. As a result, the
Company has relatively little exposure to foreign currency exchange rate risk. The Company does not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments
for trading or speculative purposes. However, if exposure to foreign currency risk increases, the Company may choose to hedge those exposures.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period
covered by this report. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

(b) Changes in Internal Controls

During the second quarter of fiscal 2007, there have been no
changes in the Companys internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



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(c) Inherent Limitations on Effectiveness of Controls

The Companys management, including the CEO and CFO, does not expect that our internal controls over financial reporting will prevent or detect all
error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of any system of controls is based in part on
certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Part II. Other Information

Item 1A.Risk Factors

The factors discussed below are cautionary statements that identify
important risk factors that could cause actual results to differ materially from those anticipated in the forward-looking statements in this Quarterly Report on Form 10-Q. If any of the following risks actually occurs, our business, financial
condition and results of operations would suffer. In this case, the trading price of our common stock could decline and investors might lose all or part of their investment in our common stock.

We Expect to Continue to Incur Significant Losses and Consume Cash in Operations in the Fiscal Year Ending January 28, 2007

We have been incurring substantial losses and consuming cash in operations as we invest heavily in new product development in advance of achieving
significant customer sales. This is expected to continue during the fiscal year ending January 28, 2007. Our ability to achieve cash flow breakeven is likely to depend on the success of our MiMagic 6+ and NeoMobileTV products. However,
even if the, MiMagic 6+ and NeoMobileTV achieve widespread customer acceptance, the length of customer design-in cycles would preclude substantial product shipments in the fiscal year ending January 28, 2007. Accordingly, even if these new
products are successful, we are likely to incur significant additional losses and consume cash in operations during the fiscal year ending January 28, 2007.

We Are Likely To Need Additional Capital

Given the long cycle times required to achieve design wins, convert customer
design wins into production orders, and for customers to achieve volume shipments of their products, we are likely to require additional working capital to fund our business. We believe that our existing capital resources will be sufficient to meet
our capital requirements through at least the end of our fiscal year ending January 28, 2007. However, we expect we will need to raise additional capital to fund future operating activities beyond January 28, 2007. Our future capital
requirements will depend on many factors, including the rate of new sales growth, timing and extent of spending to support research and development programs in new and existing areas of technology, expansion of sales and marketing support
activities, and timing and customer acceptance of new products. Our ability to raise capital and the terms of any financing will depend, in part, on our ability to establish customer engagements and generate sales. As discussed below, revenue
performance is difficult to forecast. We cannot assure you that additional equity or debt financing, if required, will be available on acceptable terms or at all.

Our Revenues Are Difficult To Predict

For a variety of reasons, revenues are difficult to predict and may vary
significantly from quarter to quarter. Our ability to achieve design wins depends on a number of factors, many of which are outside of our control, including changes in the customers strategic and financial plans, competitive factors and



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overall market conditions. As our experience demonstrates, design wins themselves do not always lead to production orders
because the customer may cancel or delay products for a variety of reasons. Such reasons may include the performance of a particular product that may depend on components not supplied by NeoMagic, market conditions, reorganizations or other internal
developments at the customer and changes in customer personnel or strategy. Even when a customer has begun volume production of a product containing our chips, volumes are difficult to forecast because there may be no history to provide a guide, and
because market conditions and other factors may cause changes in the customers plans. Because of the market uncertainties they face, many customers place purchase orders on a short lead-time basis, rather than providing reliable long-term
purchase orders or purchase forecasts.

The difficulty in forecasting revenues increases the difficulty in forecasting our working capital
requirements. It also increases the likelihood that we may overproduce particular parts, resulting in inventory charges, or under produce particular parts, affecting our ability to meet customer requirements. The difficulty in forecasting revenues
also restricts our ability to provide forward-looking revenue and earnings guidance to the financial markets and increases the chance that our performance does not match forecasts.

Uncertainty Regarding Future Licensing Revenue

In the third quarter of fiscal 2006, we collected
gross licensing revenue of $8.5 million, of which, net of commissions and expenses, we actually received $5.6 million, from the nonexclusive licensing of all of our patents to Sony Corporation of Tokyo, Japan. We cannot assure you that we will be
able to generate any future licensing revenue from our 23 patents or from any future patents that we will own or have the right to license. The licensing agreement with Sony may be the only licensing agreement that we ever complete. Furthermore, if
we should in the future complete an agreement to license our patents, we cannot assure you that the licensing revenue we receive from such license will equal or exceed the licensing revenue we received from Sony.

We Depend on Qualified Personnel

Our future success
depends in part on the continued service of our key engineering, sales, marketing, manufacturing, finance and executive personnel, and our ability to identify, hire and retain additional personnel. There is strong competition for qualified personnel
in the semiconductor industry, and we cannot assure you that we will be able to continue to attract and retain qualified personnel necessary for the development of our business. We have experienced the loss of personnel through headcount reductions
and attrition. We have recently lost some of our executive management. For example, Prakash Agarwal, one of our co-founders who was our President, Chief Executive Officer and a Director since our founding, resigned from all these positions on
April 19, 2005. Our new President and Chief Executive Officer, Douglas Young, has been with us only since February 2004. We cannot assure you that the resignation of Mr. Agarwal and the appointment of Mr. Young will not have a
material adverse effect on our business, financial condition and results of operations.

All our executive officers are employees at
will. We have an employment contract with each of Douglas R. Young, our chief executive officer, and Scott Sullinger, our chief financial officer. Each employment contract allows us to terminate the employee at any time but we may have
severance payments that we need to make upon such termination of employment. We do not maintain key person insurance on any of our personnel. If we are not able to maintain key personnel, if our headcount is not appropriate for our future direction,
or if we fail to recruit key personnel critical to our future direction in a timely manner, this may have a material adverse effect on our business, financial condition and results of operations.



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In addition, our future success will depend in part on our ability to identify and retain qualified
individuals to serve on our board of directors. We believe that maintaining a board of directors comprised of qualified members is critical given the current status of our business and operations. Moreover, Nasdaq Stock Market rules require three
outside board members to serve on our audit committee. Any inability on our part to identify and retain qualified board members could have a material adverse effect on our business or could lead to the delisting of our securities from the Nasdaq
Stock Market.

We have a Limited Customer Base

Two customers accounted for 63% and 18%, respectively, of product revenue for the three months ended July 30, 2006. Two customers accounted for 44% and 38%, respectively, of product revenue for the three months ended July 31, 2005.
Three customers accounted for 46%, 21% and 16%, respectively, of product revenue in the six months ended July 30, 2006. Four customers accounted for 29%, 23%, 14% and 10%, respectively, of product revenue in the six months ended July 31,
2005. We expect that a small number of customers will account for a substantial portion of our product revenue for the foreseeable future. Furthermore, the majority of our sales were historically made, and are expected to continue to be made, on the
basis of purchase orders rather than pursuant to long-term purchase agreements. As a result, our business, financial condition and results of operations could be materially adversely affected by the decision of a single customer to cease using our
products, or by a decline in the number of handheld devices sold by a single customer.

We May Lose Our Customer Base

Our products are designed to afford the mobile phone and handheld device manufacturer significant advantages with respect to product performance, power
consumption and size. To the extent that other future developments in components or subassemblies incorporate one or more of the advantages offered by our products, the market demand for our products may be negatively impacted.

We Face Intense Competition in Our Markets

The
market for Applications Processors is intensely competitive and is characterized by rapid technological change, evolving industry standards and declining average selling prices. We believe that the principal factors of competition in this market are
video and 3D graphics performance, price, features, power consumption, size and customer support. Our ability to compete successfully in the Applications Processor market depends on a number of factors, including success in designing and
subcontracting the manufacture of new products that implement new technologies, product quality and reliability, price, ramp of production of our products, customer demand and acceptance of more sophisticated multimedia functionality on mobile
phones and other handheld devices, end-user acceptance of our customers products, market acceptance of competitors products and general economic conditions. Our ability to compete will also depend on our ability to identify and ensure
compliance with evolving industry standards and market trends.

We compete with both domestic and foreign companies, some of which have
substantially greater financial and other resources than us with which to pursue engineering, manufacturing, marketing and distribution of their products. Our principal competitors include Texas Instruments, Renesas, ST Microelectronics and Broadcom
as well as a number of vertically integrated electronics firms that are developing their own solutions. We may also face increased competition from new entrants into the market, including companies currently at developmental stages. We believe we
have significant intellectual properties and have historically demonstrated expertise in SOC technology. However, our inability to introduce timely new products for our market, to support these products in customer programs, or to manufacture these
products could have a material adverse effect on our business, financial condition and operating results.



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Some of our current and potential competitors operate their own manufacturing facilities. Since we do not
operate our own manufacturing facility and may from time-to-time make binding commitments to purchase products (binding purchase orders totaling $36,000 were outstanding as of July 30, 2006), we may not be able to reduce our costs and cycle
time or adjust our production to meet changing demand as rapidly as companies that operate their own facilities, which could have a material adverse effect on our results of operations. In addition, if production levels increase the amount for which
the Company will be obligated under binding purchase orders may increase significantly.

Our Products May be Incompatible with Evolving Industry
Standards and Market Trends

Our ability to compete in the future will also depend on our ability to identify and ensure compliance with
evolving industry standards and market trends. Unanticipated changes in market trends and industry standards could render our products incompatible with products developed by major hardware manufacturers and software developers. As a result, we
could be required to invest significant time and resources to redesign our products or obtain license rights to technologies owned by third parties to comply with relevant industry standards and market trends. We cannot assure you that we will be
able to redesign our products or obtain the necessary third-party licenses within the appropriate window of market demand. If our products are not in compliance with prevailing market trends and industry standards for a significant period of time,
we could miss crucial OEM and ODM design cycles, which could result in a material adverse effect on our business, financial condition and results of operations.

We Depend on New Product Development to Meet Rapid Market and Technological Change

NeoMagic is focused on providing
high-performance semiconductor solutions for sale to manufacturers of mobile phones and handheld devices. New product planning is focused on integrated SOC semiconductor products for handheld devices that integrate multimedia technologies such as
H.264 video compression, 3D graphics and audio technologies. Our future business, financial condition and results of operations will depend to a significant extent on our ability to develop new products that address these market opportunities. As a
result, we believe that significant expenditures for research and development will continue to be required in the future.

We must
anticipate the features and functionality that consumers and infrastructure providers will demand, incorporate those features and functionality into products that meet the exacting design requirements of equipment manufacturers, price our products
competitively and introduce new products to the market on a timely basis. The success of new product introductions is dependent on several factors, including proper new product definition, timely completion and introduction of new product designs,
the ability to create or acquire intellectual property, the ability of manufacturing partners to effectively manufacture new products, quality of new products, differentiation of new products from those of our competitors and market acceptance of
our products and the products of our customers. We cannot assure you that the products we expect to introduce will incorporate the features and functionality demanded by mobile phone and handheld device manufacturers and consumers, will be
successfully developed, or will be introduced within the appropriate window of market demand. We cannot assure you that customers who use our semiconductor products will achieve the levels of market success with their own products that they may
project to us.

Because of the complexity of our products, we often have experienced delays in completing development and introduction of
new products. If there are delays in production of current products, or in the completion of development of future products, including the products currently under development for



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introduction over the next 12 to 18 months, our potential future business, financial condition, and results of operations
will be materially adversely affected. In addition, the time required for competitors to develop and introduce competing products may be shorter, their manufacturing yields may be better, and their production costs may be lower than those
experienced by us.

We Depend on Third-Party Manufacturers to Produce Our Products

Our products require wafers manufactured with state-of-the-art fabrication equipment and techniques. We currently use several third-party foundries for
wafer fabrication. We expect that, for the foreseeable future, some of our products will be manufactured by a single source. For example, our MiMagic 3, MiMagic 5, MiMagic 6+ and NeoMobileTV products are all manufactured at Taiwan Semiconductor
Manufacturing Corporation on a purchase order by purchase order basis. Since, in our experience, the lead time needed to establish a relationship with a new wafer fabrication partner is at least 12 months, and the estimated time for a foundry to
switch to a new product line ranges from four to nine months, we may have no readily available alternative source of supply for specific products. A manufacturing disruption experienced by our manufacturing partners, the failure of our manufacturing
partners to dedicate adequate resources to the production of our products, or the financial instability of our manufacturing partners would have a material adverse effect on our business, financial condition and results of operations. Furthermore,
if the transition to the next generation of manufacturing technologies by our manufacturing partners is unsuccessful, our business, financial condition and results of operations would be materially and adversely affected.

We have many other risks because we depend on third-party manufacturers, including: reduced control over delivery schedules, quality, manufacturing
yields and cost; the potential lack of adequate capacity during periods of excess demand; limited warranties on wafers supplied to us; and potential misappropriation of our intellectual property. We are dependent on our manufacturing partners to
produce wafers with acceptable quality and manufacturing yields, to deliver those wafers on a timely basis to our third party assembly subcontractors and to allocate a portion of their manufacturing capacity sufficient to meet our needs. Although
our products are designed using the process design rules of the particular manufacturer, we cannot assure you that our manufacturing partners will be able to achieve or maintain acceptable yields or deliver sufficient quantities of wafers on a
timely basis or at an acceptable cost. Additionally, we cannot assure you that our manufacturing partners will continue to devote adequate resources to produce our products or continue to advance the process design technologies on which the
manufacturing of our products are based.

We Rely on Third-Party Subcontractors to Assemble and Test Our Products

Our products are assembled and tested by third-party subcontractors. We do not have long-term agreements with any of these subcontractors. Such assembly
and testing is conducted on a purchase order basis. Because we rely on third-party subcontractors to assemble and test our products, we cannot directly control product delivery schedules, which could lead to product shortages or quality assurance
problems that could increase the costs of manufacturing or assembly of our products. Due to the amount of time normally required to qualify assembly and test subcontractors, product shipments could be delayed significantly if we were required to
find alternative subcontractors. Any problems associated with the delivery, quality or cost of the assembly and test of our products could have a material adverse effect on our business, financial condition and results of operations.



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We May Encounter Inventory Excess or Shortage

The lead times required by our wafer manufacturers have increased over the last year. However, market conditions require that we be prepared to ship
products to our customers with much shorter lead times. Consequently, to have product inventory to meet potential customer purchase orders, we sometimes place purchase orders for wafers from our manufacturers in advance of having firm purchase
orders from our customers. We had binding orders for wafers totaling $36,000 outstanding as of July 30, 2006. If we do not have sufficient demand for our products and cannot cancel our current and future commitments without material impact, we
may experience excess inventory, which will result in a write-off affecting gross margin and results of operations. If we cancel a purchase order, we must pay cancellation penalties based on the status of work in process or the proximity of the
cancellation to the delivery date. We must place purchase orders for wafers before we receive purchase orders from our own customers. This limits our ability to react to fluctuations in demand for our products, which can be unexpected and dramatic,
and from time-to-time will cause us to have an excess or shortage of wafers for a particular product. As a result of the long lead-time for manufacturing wafers and the increase in just in time ordering by customers, semiconductor
companies from time-to-time take charges for excess inventory. We did in fact incur such charges in fiscal 2006 of $0.2 million and in fiscal 2005 of $0.4 million. Significant write-offs of excess inventory have had and could continue to have a
material adverse effect on our financial condition and results of operations. Conversely, failure to order sufficient wafers would cause us to miss revenue opportunities and, if significant, could impact sales by our customers, which could adversely
affect our customer relationships and thereby materially adversely affect our business, financial condition and results of operations.

Our
Manufacturing Yields May Fluctuate

Fabricating semiconductors is an extremely complex process, which typically includes hundreds of
process steps. Minute levels of contaminants in the manufacturing environment, defects in masks used to print circuits on a wafer, variation in equipment used and numerous other factors can cause a substantial percentage of wafers to be rejected or
a significant number of die on each wafer to be nonfunctional. Many of these problems are difficult to diagnose and time consuming or expensive to remedy. As a result, semiconductor companies often experience problems in achieving acceptable wafer
manufacturing yields, which are represented by the number of good die as a proportion of the total number of die on any particular wafer. We often purchase wafers, not die, and pay an agreed upon price for wafers meeting certain acceptance criteria.
Accordingly, we bear the risk of the yield of good die from wafers purchased meeting the acceptance criteria.

Semiconductor manufacturing
yields are a function of both product design, which is developed largely by us, and process technology, which is typically proprietary to the manufacturer. Historically, we have experienced lower yields on new products. Since low yields may result
from either design or process technology failures, yield problems may not be effectively determined or resolved until an actual product exists that can be analyzed and tested to identify process sensitivities relating to the design rules that are
used. As a result, yield problems may not be identified until well into the production process, and resolution of yield problems would require cooperation and communication between the manufacturer and us. This risk is compounded by the offshore
location of our manufacturers, increasing the effort and time required to identify, communicate and resolve manufacturing yield problems. As our relationships with new manufacturing partners develop, yields could be adversely affected due to
difficulties associated with adapting our technology and product design to the proprietary process technology and design rules of each manufacturer. Any significant decrease in manufacturing yields could result in an increase in our per unit product
cost and could force us to allocate our available product supply among our customers, potentially adversely impacting customer relationships as well as revenues and gross margins. We cannot assure you that our manufacturers will achieve or maintain
acceptable manufacturing yields in the future.



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Uncertainty and Litigation Risk Associated with Patents and Protection of Proprietary Rights

We rely in part on patents to protect our intellectual property. As of July 30, 2006, we had been issued 23 patents. These 23 issued patents are
scheduled to expire between June 2014 and June 2024. In June 2006, we sold 4 patents to Samsung Electronics Co. Ltd. for net proceeds of $1.0 million. In April 2005, we sold 58 patents to Faust Communications, LLC for net proceeds of $3.5 million.
The patents sold related to products we no longer sell and not to products that we currently sell or plan to sell. We retained a worldwide, non-exclusive license under the patents sold. The sales did not include several of our important patents
covering embedded DRAM technology nor any of the unique array processing technology used in our MiMagic 6+ and NeoMobileTV products. Additionally, we have several patent applications pending. We cannot assure you that our pending patent
applications, or any future applications, will be approved. Further, we cannot assure you that any issued patents will provide us with significant intellectual property protection, competitive advantages, or will not be challenged by third parties,
or that the patents of others will not have an adverse effect on our ability to do business. In addition, we cannot assure you that others will not independently develop similar products, duplicate our products or design around any patents that may
be issued to us.

We also rely on a combination of mask work protection, trademarks, copyrights, trade secret laws, employee and
third-party nondisclosure agreements and licensing arrangements to protect our intellectual property. Despite these efforts, we cannot assure you that others will not independently develop substantially equivalent intellectual property or otherwise
gain access to our trade secrets or intellectual property, disclose such intellectual property or trade secrets, or that we can meaningfully protect our intellectual property. Our failure to meaningfully protect our intellectual property could have
a material adverse effect on our business, financial condition and results of operations.

As a general matter, the semiconductor industry
has experienced substantial litigation regarding patent and other intellectual property rights. In December 1998, the Company filed a lawsuit in the United States District Court for the District of Delaware seeking damages and an injunction against
Trident Microsystems, Inc. The suit alleged that Tridents embedded DRAM graphics accelerators infringe certain patents held by the Company. In January 1999, Trident filed a counter claim against the Company alleging an attempted monopolization
in violation of antitrust laws, arising from NeoMagics filing of the patent infringement action against Trident. The Court ruled that there was no infringement by Trident. The Company filed an appeal in the United States Court of Appeals, for
the Federal Circuit. On April 17, 2002, the United States Court of Appeals for the Federal Circuit affirmed the lower courts judgment of non-infringement on one patent and vacated the courts judgment of non-infringement on another
patent, thereby remanding it to the lower court for further proceedings. In November 2002, the lower court heard oral arguments on cross-motions for summary judgment on the matter. In May 2003, the lower court ruled in favor of Trident. In December
2003, the Company filed an appeal in the United States Court of Appeals, for the Federal Circuit. In August 2004, the Federal Circuit rejected the appeal and affirmed the lower courts decision of no infringement by the Trident products. On
September 2, 2005 the United States District Court for the District of Delaware approved the Trident request that its counterclaim against NeoMagic filed in January 1999 be dismissed without prejudice.

Any patent litigation, whether or not determined in our favor or settled by us, would at a minimum be costly and could divert the efforts and attention
of our management and technical personnel from productive tasks, which could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that current or future infringement claims by third
parties or claims for indemnification by customers or end users of our products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially adversely affect our business,
financial condition and results of operations. If any adverse ruling in any such matter occurs, we



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could be required to pay substantial damages, which could include treble damages, to cease the manufacturing, use and
sale of infringing products, to discontinue the use of certain processes, or to obtain a license under the intellectual property rights of the third party claiming infringement. We cannot assure you, however, that a license would be available on
reasonable terms or at all. Any limitations in our ability to market our products, or delays and costs associated with redesigning our products or payments of license fees to third parties, or any failure by us to develop or license a substitute
technology on commercially reasonable terms could have a material adverse effect on our business, financial condition and results of operations.

We
Depend on Foreign Sales and Suppliers

Export sales have been a critical part of our business. Sales to customers located outside the
United States (including sales to the foreign operations of customers with headquarters in the United States and foreign manufacturers that sell to United States-based OEMs) accounted for 32% and 53% of our product revenue for the three months ended
July 30, 2006 and July 31, 2005, respectively. Sales to customers located outside the United States accounted for 51% and 66% of product revenue for the six months ended July 30, 2006 and July 31, 2005, respectively. We expect
that product revenue derived from foreign sales will continue to represent a significant portion of our total product revenue. Letters of credit issued by customers have supported a portion of our foreign sales. To date, our foreign sales have been
denominated in United States dollars. Increases in the value of the U.S. dollar relative to the local currency of our customers could make our products relatively more expensive than competitors products sold in the customers local
currency.

Foreign manufacturers have produced, and are expected to continue to produce for the foreseeable future, all of our wafers. In
addition, many of the assembly and test services we use are procured from foreign sources. Wafers are priced in U.S. dollars under our purchase orders with our manufacturing suppliers.

Foreign sales and manufacturing operations are subject to a variety of risks, including fluctuations in currency exchange rates, tariffs, import
restrictions and other trade barriers, unexpected changes in regulatory requirements, longer accounts receivable payment cycles, potentially adverse tax consequences and export license requirements. In addition, we are subject to the risks inherent
in conducting business internationally including foreign government regulation, political and economic instability, and unexpected changes in diplomatic and trade relationships. Moreover, the laws of certain foreign countries in which our products
may be developed, manufactured or sold, may not protect our intellectual property rights to the same extent as do the laws of the United States, thus increasing the possibility of piracy of our products and intellectual property. We cannot assure
you that one or more of these risks will not have a material adverse effect on our business, financial condition and results of operations.

Our
Financial Results Could Be Affected by Changes in Accounting Principles

Generally accepted accounting principles in the United States
are subject to issuance and interpretation by the Financial Accounting Standards Board, or FASB, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and interpret appropriate accounting
principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change. For example, in December
2004, FASB issued SFAS 123(R), Share-Based Payment, which replaces SFAS 123 and supersedes APB 25. As required, we adopted SFAS 123(R) in our first quarter of fiscal year 2007. SFAS 123(R) requires that compensation costs relating to
share-based payment transactions be recognized in the financial statements. The pro forma disclosure previously permitted under SFAS 123 is no longer an acceptable alternative to recognition of expense in the financial statements. The adoption of
SFAS 123(R) will result in a decrease in any earnings that we report.



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Our Stock Price May Be Volatile

The market price of our Common Stock, like that of other semiconductor companies, has been and is likely to continue to be, highly volatile. The market has from time to time experienced significant price and volume
fluctuations that may be unrelated to the operating performance of particular companies. The market price of our Common Stock could be subject to significant fluctuations in response to various factors, including sales of our common stock,
quarter-to-quarter variations in our anticipated or actual operating results, announcements of new products, technological innovations or setbacks by us or our competitors, general conditions in the semiconductor industry, unanticipated shifts in
the markets for mobile phones and other handheld devices or changes in industry standards, losses of key customers, litigation commencement or developments, the impact of our financing activities, including dilution to shareholders, changes in or
the failure by us to meet estimates of our performance by securities analysts, market conditions for high technology stocks in general, and other events or factors. In future quarters, our operating results may be below the expectations of public
market analysts or investors.

Potential Nasdaq Stock Market Delisting

On February 28, 2005, we received a notice from the Nasdaq Stock Market that we were no longer in compliance with the requirements for continued inclusion of our common stock on the Nasdaq National Market
pursuant to the Nasdaqs Marketplace Rule 4450(a)(5) (the Rule) because our common stock had closed below $1.00 per share for 30 consecutive business days. We were given 180 calendar days, or until August 29, 2005, to regain
compliance with the Rule. To regain compliance with the Rule, the closing bid price of our common stock had to be $1.00 per share or more for a minimum of 10 consecutive business days before August 29, 2005. To regain compliance with the Rule,
we effected a five-for-one reverse stock split on August 12, 2005 that brought the closing bid price of our common stock above $1.00. The closing bid price of our common stock has stayed above $1.00 since the reverse stock split occurred.

If we fail to comply with the continued listing requirements of the Nasdaq National Market, including the minimum bid price per share requirement and the
minimum stockholders equity requirement, we may be delisted from trading on such market, and thereafter trading in our common stock, if any, would be conducted through the Nasdaq Capital Market, the over-the-counter market or on the Electronic
Bulletin Board of the National Association of Securities Dealers, Inc. There is no guarantee that an active trading market for our common stock will be maintained on the Nasdaq National Market. You may not be able to sell your shares quickly, at the
market price or at all if trading in our stock is not active.



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

The 2006 Annual Meeting of Stockholders was held on July 12, 2006. Of the 9,528,420 shares outstanding as of May 19, 2006 (the record date), 7,927,781 shares (83%) were present or represented by proxy
at the meeting. The matters voted upon at the meeting and results of the voting with respect to those matters were as follows:



| | 1) | Election of Directors
| | -- | ---------------------



|                 |  |           |  |         
|---------------- |  | --------- |  | --------
|                 |  | Votes For |  | Withheld
|Douglas R. Young |  | 7,700,010 |  | 227,771 
|Anil Gupta       |  | 7,668,725 |  | 259,056 
|Carl Stork       |  | 7,669,080 |  | 258,701 
|Steve Valenzuela |  | 7,693,314 |  | 234,467 



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---

##### Table of Contents

| | 2) | Proposal to approve the 2006 Employee Stock Purchase Plan.
| | -- | ----------------------------------------------------------



|          |  |         |  |         |  |                 
|--------- |  | ------- |  | ------- |  | ----------------
|Votes For |  | Against |  | Abstain |  | Broker non-votes
|1,658,200 |  | 111,400 |  | 7,875   |  | 6,150,306       



| | 3) | Proposal to increase the number of shares available for issuance under the Companys 2003 Stock Plan by 200,000.
| | -- | ----------------------------------------------------------------------------------------------------------------



|          |  |         |  |         |  |                 
|--------- |  | ------- |  | ------- |  | ----------------
|Votes For |  | Against |  | Abstain |  | Broker non-votes
|1,382,997 |  | 376,622 |  | 17,856  |  | 6,150,306       



| | 4) | Proposal to ratify the appointment of Stonefield Josephson, Inc. as the Companys independent registered public accounting firm for the fiscal year ending January 28,
2007.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |         |  |         |  |                 
|--------- |  | ------- |  | ------- |  | ----------------
|Votes For |  | Against |  | Abstain |  | Broker non-votes
|7,820,381 |  | 78,947  |  | 28,453  |  | 0               

Item 6.Exhibits

The following Exhibits are filed as part of, or
incorporated by reference into, this Report:



|       |  |     |   |  |                                                                                                                                                              
|------ |  | --- | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  |     |   |  | Description                                                                                                                                                  
|3.1    |  | (10 | ) |  | Amended and Restated Certificate of Incorporation.                                                                                                           
|       |  |    
|3.2    |  | (1  | ) |  | Bylaws.                                                                                                                                                      
|       |  |    
|4.1    |  | (6  | ) |  | Preferred Stock Rights Agreement dated December 19, 2002, between the Company and EquiServe Trust Company, N.A.                                              
|       |  |    
|4.2    |  | (9  | ) |  | Amendment to Rights Agreement, dated as of August 20, 2004, between the Company and EquiServe Trust Company, N.A.                                            
|       |  |    
|4.3    |  | (8  | ) |  | Series A Warrant to Satellite Strategic Finance Associates, LLC, dated August 20, 2004.                                                                      
|       |  |    
|4.4    |  | (8  | ) |  | Series B Warrant to Satellite Strategic Finance Associates, LLC, dated August 20, 2004.                                                                      
|       |  |    
|4.5    |  | (8  | ) |  | Registration Rights Agreement dated August 19, 2004 by and between the Company and Satellite Strategic Finance Associates, LLC.                              
|       |  |    
|4.6    |  | (5  | ) |  | Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock.                                                  
|       |  |    
|4.7    |  | (8  | ) |  | Amended and Restated Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock dated August 20, 2004.                  
|       |  |    
|4.8    |  | (12 | ) |  | Registration Rights Agreement dated December 13, 2005 by and between the Company and named Private Investors.                                                
|       |  |    
|4.9    |  | (12 | ) |  | Warrant to Registration Rights Agreement dated December 13, 2005.                                                                                            
|       |  |    
|10.1   |  | (1  | ) |  | Form of Indemnification Agreement entered into by the Company with each of its directors and executive officers.                                             
|       |  |    
|10.2   |  | (2  | ) |  | Lease Agreement, dated as of October 9, 1997, between the Company and A&P Family Investments, as landlord for the leased premises located at 3250 Jay Street.
|       |  |    
|10.3   |  | (1  | ) |  | Amended and Restated 1993 Stock Plan and related agreements.                                                                                                 
|       |  |    
|10.4   |  | (1  | ) |  | Lease Agreement, dated as of February 5, 1996, between the Company and A&P Family Investments, as landlord.                                                  
|       |  |    
|10.5   |  | (1  | ) |  | 1997 Employee Stock Purchase Plan, with exhibit.                                                                                                             



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##### Table of Contents

|      |  |      |  |                                                                                                                                                                               
|----- |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |     
|10.6  |  | (14) |  | 1998 Nonstatutory Stock Option Plan amended December 22, 2005.                                                                                                                
|      |  |     
|10.7  |  | (7)  |  | 2003 Stock Option Plan.                                                                                                                                                       
|      |  |     
|10.8  |  | (4)  |  | Amendment No. 1, dated as of February 26, 2002, between the Company and A&P Family Investments, as landlord for the leased premises located at 3250 Jay Street.               
|      |  |     
|10.9  |  | (8)  |  | Securities Purchase Agreement dated August 19, 2004 by and between the Company and Satellite Strategic Finance Associates, LLC.                                               
|      |  |     
|10.10 |  | (8)  |  | Amended and Restated Patent Licensing Agreement dated March 28, 2005 by and between the Company and The Consortium for Technology Licensing, Ltd.                             
|      |  |     
|10.11 |  | (8)  |  | Patent Purchase Agreement dated April 6, 2005 by and between the Company and Faust Communications, LLC.                                                                       
|      |  |     
|10.12 |  | (9)  |  | Settlement Agreement and Release dated May 31, 2005 between the Company and Prakash Agarwal.                                                                                  
|      |  |     
|10.13 |  | (11) |  | Patent License Agreement dated September 1, 2005 between the Company and Sony Corporation.                                                                                    
|      |  |     
|10.14 |  | (12) |  | Securities Purchase Agreement dated December 13, 2005 by and between the Company and named Private Investors.                                                                 
|      |  |     
|10.15 |  | (13) |  | Form of Retention Bonus Agreement, dated as of January 13, 2006.                                                                                                              
|      |  |     
|10.16 |  | (15) |  | Employment Agreement dated May 1, 2006 between NeoMagic Corporation and Douglas R. Young.                                                                                     
|      |  |     
|10.17 |  | (15) |  | Employment Agreement dated May 1, 2006 between NeoMagic Corporation and Scott Sullinger.                                                                                      
|      |  |     
|10.18 |  | (16) |  | 2006 Employee Stock Purchase Plan.                                                                                                                                            
|      |  |     
|10.19 |  |      |  | Form of Bonus Agreement.                                                                                                                                                      
|      |  |     
|10.20 |  |      |  | Patent Purchase Agreement dated June 16, 2006 by and between NeoMagic Corporation and Samsung Electronics Co. Ltd.                                                            
|      |  |     
|31.1  |  |      |  | Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      |  |     
|31.2  |  |      |  | Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      |  |     
|32.1  |  |      |  | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                        
|      |  |     
|32.2  |  |      |  | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                        

---

|(1) | Incorporated by reference to the Companys registration statement on Form S-1, registration no. 333-20031.
|--- | ----------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Form 10-Q for the period ended October 31, 1997.
|--- | -------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Companys Form 10-K for the year ended January 31, 1999.
|--- | -----------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Companys Form 10-Q for the quarter ended October 31, 2002.
|--- | --------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Companys Form 8-A filed December 23, 2002.
|--- | ----------------------------------------------------------------------------

|(6) | Incorporated by reference to the Companys Form 8-K filed December 23, 2002.
|--- | ----------------------------------------------------------------------------

|(7) | Incorporated by reference to the Companys S-8 registration statement filed September 22, 2003.
|--- | -----------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Companys Form 8-K filed August 20, 2004.
|--- | --------------------------------------------------------------------------

|(9) | Incorporated by reference to the Companys Form 8-A/A filed August 23, 2004
|--- | ---------------------------------------------------------------------------

|(10) | Incorporated by reference to the Companys Form 10-Q for the quarter ended July 31, 2005.
|---- | -----------------------------------------------------------------------------------------

|(11) | Incorporated by reference to the Companys Form 10-Q for the quarter ended October 31, 2005.
|---- | --------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to the Companys Form 8-K filed December 16, 2005.
|---- | ----------------------------------------------------------------------------

|(13) | Incorporated by reference to the Companys Form 8-K filed January 19, 2006.
|---- | ---------------------------------------------------------------------------

|(14) | Incorporated by reference to the Companys Form 10-K for the year ended January 31, 2006.
|---- | -----------------------------------------------------------------------------------------

|(15) | Incorporated by reference to the Companys Form 8-K filed May 4, 2006.
|---- | ----------------------------------------------------------------------

|(16) | Incorporated by reference to the Companys definitive proxy statement file pursuant to section 14A of the Securities Exchange Act of 1934 on May 26, 2006.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



|                                                      |  |                                          |  | 
|----------------------------------------------------- |  | ---------------------------------------- |  | 
|                                                      |  | NEOMAGIC CORPORATION                     |  | 
|                                                      |  | (Registrant)                             |  | 
|                                                      |  |                                         
|                                                      |  | /s/ Scott Sullinger                      |  | 
|                                                      |  | SCOTT SULLINGER                          |  | 
|                                                      |  | V.P. Finance and Chief Financial Officer |  | 
|( Authorized Officer and Principal Financial Officer)
|                                                      |  |                                         
|                                                      |  | September 13, 2006                       |  | 



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