<PAGE>

--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

(Mark One)

X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarter ended April 30, 2000 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 333-20031

                              NEOMAGIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                   77-0344424
   [State or other jurisdiction            [I.R.S. Employer Identification No.]
of incorporation or organization]

           3250 Jay Street
        Santa Clara, California                        95054
[Address of principal executive offices]             [Zip Code]

                                 (408) 988-7020
               Registrant's telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    Yes X    No

     The number of shares of the Registrant's Common Stock, $.001 par value,
                  outstanding at April 30, 2000 was 25,676,300

--------------------------------------------------------------------------------



                                  Page 1 of 23
<PAGE>

                              NEOMAGIC CORPORATION
                                    FORM 10-Q

                                      INDEX


<TABLE>
<CAPTION>
                                                                                PAGE

<S>      <C>                                                                    <C>
PART I.  CONSOLIDATED CONDENSED FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Condensed Financial Statements:

         Consolidated Condensed Statements of  Operations
                  Three months ended April 30, 2000 and 1999                       3

         Consolidated Condensed Balance Sheets
                  April 30, 2000 and January 31, 2000                              4

         Consolidated Condensed Statements of Cash Flows
                  Three months ended April 30, 2000 and 1999                       5

         Notes to Unaudited Consolidated Condensed Financial Statements          6-8

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                          9-21

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                        22

Item 2.  Changes in Securities                                                    22

Item 3.  Defaults Upon Senior Securities                                          22

Item 4.  Submission of Matters to a Vote of Security Holders                      22

Item 5.  Other Information                                                        22

Item 6.  Exhibits and Reports on Form 8-K                                         22

Signatures                                                                        23
</TABLE>


                                  Page 2 of 23

<PAGE>

Part I.  Financial Information
Item I.  Financial Statements

                              NEOMAGIC CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                           April 30,   April 30,
                                                              2000       1999
                                                           ---------   ---------
<S>                                                        <C>         <C>
Net sales                                                  $ 38,877    $ 72,397
Cost of sales                                                40,987      45,609
                                                           --------    --------
Gross margin (loss)                                          (2,110)     26,788

Operating expenses:
  Research and development                                    7,783       9,773
  Sales, general and administrative                           4,873       5,246
  In-Process Research and Development                          --         5,348
                                                           --------    --------
               Total operating expenses                      12,656      20,367
                                                           --------    --------
Income (loss) from operations                               (14,766)      6,421

Other income (expense), net:
  Income net of expenses from sale of DVD assets              5,244        --
  Interest income and other                                     949         784
  Interest expense                                             (197)       (252)
                                                           --------    --------
Income (loss) before income taxes                            (8,770)      6,953
Income tax provision (benefit)                               (3,507)      3,692
                                                           --------    --------
Net income (loss)                                          $ (5,263)   $  3,261
                                                           ========    ========
Basic net income (loss) per share                          $   (.21)   $    .13
Diluted net income (loss) per share                        $   (.21)   $    .13

Weighted common shares outstanding                           25,566      24,476
Weighted common shares outstanding, assuming dilution        25,566      25,636
</TABLE>



     See accompanying notes to consolidated condensed financial statements.



                                  Page 3 of 23
<PAGE>

                              NEOMAGIC CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                           April 30,   January 31,
                                                                             2000         2000
                                                                         -----------  ------------
                                                                         (Unaudited)

<S>                                                                      <C>          <C>
                                                 ASSETS

Current assets:
  Cash and cash equivalents                                              $  45,918    $  33,097
  Short-term investments                                                    55,540       63,429
  Accounts receivable, net                                                  10,650       18,989
  Inventory                                                                  6,129       13,184
  Other current assets                                                       5,800        2,170
                                                                         ---------    ---------
            Total current assets                                           124,037      130,869

Property, plant and equipment, net                                           8,073       10,370
Deferred tax asset                                                           1,034        1,034
Other assets                                                                 4,214        6,863
                                                                         ---------    ---------
             Total assets                                                $ 137,358    $ 149,136
                                                                         =========    =========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                          13,541       21,240
  Compensation and related benefits                                          2,676        2,986
  Income taxes payable                                                         133        2,207
  Other accruals                                                             5,610        2,334
  Obligations under capital leases                                             130          154
                                                                         ---------    ---------
             Total current liabilities                                      22,090       28,921

Commitments and contingencies

Stockholders' equity:
  Common stock                                                                  26           25
  Additional paid-in-capital                                                70,814       70,682
  Notes receivable from stockholders                                          (525)        (525)
  Deferred compensation                                                       (891)      (1,074)
  Retained earnings                                                         45,844       51,107
                                                                         ---------    ---------
             Total stockholders' equity                                    115,268      120,215
                                                                         ---------    ---------
             Total liabilities and stockholders' equity                  $ 137,358    $ 149,136
                                                                         =========    =========
</TABLE>



     See accompanying notes to consolidated condensed financial statements.



                                  Page 4 of 23
<PAGE>


                              NEOMAGIC CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                        --------------------
                                                                        April 30,   April 30,
                                                                          2000        1999
                                                                        ---------   ---------
<S>                                                                     <C>         <C>
OPERATING ACTIVITIES:
Net income (loss)                                                       $ (5,263)   $  3,261
Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
     Depreciation and amortization                                         1,386       1,033
     Loss on disposal of  property, plant and equipment                      255        --
     Amortization of deferred compensation                                    50         150
     Write-off of in-process research and development                       --         5,348
     Gain on sale of DVD assets                                           (5,244)       --
     Changes in operating assets and liabilities:
           Accounts receivable                                             8,339      (5,781)
           Inventory                                                       7,055        (466)
           Other current assets                                           (1,380)       (377)
           Other assets                                                      162      (1,120)
           Accounts payable                                               (7,699)     (5,871)
           Compensation and related benefits                                (310)     (1,140)
           Income taxes payable                                           (2,074)      1,186
           Other accruals                                                  1,026       3,093
                                                                        --------   ---------
Net cash provided by (used for) operating activities                      (3,697)       (684)
                                                                        ========   =========

INVESTING ACTIVITIES:
     Proceeds from the sale of DVD assets (net of selling expenses
       of $2,789)                                                          8,841       --
     Purchases of property, plant and equipment                             (454)     (4,545)
     Purchases of short-term investments                                 (19,478)    (33,538)
     Maturities of short-term investments                                 27,367      47,337
     Purchase of Optical Drive Development Group                            --        (3,901)
     Purchase of ACL                                                        --        (6,523)
                                                                        --------   ---------
Net cash provided by (used in) investing activities                       16,276      (1,170)
                                                                        ========   =========

FINANCING ACTIVITIES:
     Payments on lease obligation                                            (24)        (91)
     Payments on working capital line of credit                             --          --
     Net proceeds from issuance of common stock                              266         414
                                                                        --------   ---------
Net cash provided by financing activities                                    242         323
                                                                        ========   =========
Net increase (decrease) in cash and cash equivalents                      12,821      (1,531)
Cash and cash equivalents at beginning of period                          33,097      36,631
                                                                        --------   ---------
Cash and cash equivalents at end of period                              $ 45,918    $ 35,100
                                                                        ========   =========
Supplemental schedules of cash flow information:
Cash paid during the period for:
     Interest                                                           $    197    $    252
     Taxes                                                              $   --      $  2,506
</TABLE>




     See accompanying notes to consolidated condensed financial statements.



                                  Page 5 of 23
<PAGE>

NEOMAGIC CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   Basis of Presentation:

         The unaudited consolidated condensed 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"). 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 April 30, 2000, and the operating results and cash flows for the
three months ended April 30, 2000 and 1999. These financial statements and notes
should be read in conjunction with the Company's audited financial statements
and notes thereto for the year ended January 31, 2000, included in the Company's
Form 10-K filed with the Securities and Exchange Commission.

         The results of operations for the three months ended April 30, 2000 are
not necessarily indicative of the results that may be expected for the year
ending January 31, 2001.

         The first fiscal quarters of 2000 and 1999 ended on April 30, 2000 and
May 2, 1999, respectively. For ease of presentation, the accompanying financial
statements have been shown as ending on the last day of the calendar month of
April.

2.   Inventory:

         Inventory is stated at the lower of cost or market value. Cost is
determined by the first-in, first-out method.

<TABLE>
<CAPTION>
                              April 30,      January 31,
Inventory consists of:          2000            2000
                              --------------------------
                                   (in thousands)

<S>                           <C>             <C>
Raw materials                 $ 2,397         $ 3,035
Work in process                 1,427           3,085
Finished goods                  2,305           7,064
                              -----------------------
    Total                     $ 6,129         $13,184
                              =======================
</TABLE>

3.   Earnings Per Share:

         The Company follows the provisions of Statement of Financial Accounting
Standards No. 128 ("SFAS No. 128"), "Earnings per Share." Basic net earnings
(loss) per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding during the period. Diluted net
income per share is calculated using the weighted average number of common and
dilutive common equivalent shares outstanding (if applicable) during the period.
Dilutive common equivalent shares consist of stock options.



                                  Page 6 of 23
<PAGE>



Per share information calculated on this basis is as follows:

<TABLE>
<CAPTION>
Three months ended April 30,                                       2000        1999
-------------------------------------------------------------------------------------
(in thousands, except per share amount)

<S>                                                              <C>         <C>
Numerator:
Net income (loss)                                                $ (5,263)   $  3,261
                                                                 --------    --------

Denominator:
    Denominator for basic earnings (loss) per share - weighted
    average shares outstanding                                     25,566      24,476

    Effect of dilutive securities:
         Employee stock options                                      --         1,160
         Warrants                                                    --          --
                                                                 --------    --------
     Dilutive common shares                                          --         1,160
                                                                 ========    ========
         Denominator for diluted earnings (loss) per share         25,566      25,636
                                                                 ========    ========
Basic earnings (loss) per share                                  $   (.21)   $    .13
Diluted earnings (loss) per share                                $   (.21)   $    .13
</TABLE>

4.   Risks and Uncertainties:

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

         Third-party suppliers currently manufacture all of the Company's
wafers, each under the terms of five-year wafer supply agreements. A
manufacturing disruption experienced by any of the Company's manufacturing
partners or the failure of one of the Company's manufacturing partners to devote
adequate resources to the production of the Company's products would have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Under the wafer supply agreements, the Company must provide rolling
12-month forecasts of anticipated purchases and place binding purchase orders
three to five months in advance and with the additional time to assemble and
test wafers and finished goods, the Company can have orders outstanding that
will not be available for delivery to customers for up to six months from the
date the purchase order is placed. This limits the Company's ability to react to
fluctuations in demand for its products, which can be unexpected and dramatic.
To the extent the Company cannot accurately forecast the number of wafers
required, it may have either a shortage or an excess supply of wafers, which
could have an adverse effect on the Company's financial condition and results of
operations. At April 30, 2000, the Company had outstanding purchase orders
totaling over $12.0 million with its manufacturing partners for the delivery of
wafers over the next three months. The Company has announced that it expects
declines in revenues, gross margins, and results of operations for fiscal 2001
based on its exit from the multimedia accelerator business. Accordingly, the
Company has placed end of life orders with its manufacturing partners, and as a
result has incurred cancellation charges of $2.6 million. The Company's existing
products have experienced sharp declines in demand and the Company's inventories
on order may not be fully sellable at acceptable prices which have necessitated
changes for inventory reserves of $9.3 million in the three months ended April
30, 2000, for excess quantities and lower of cost or market considerations. The
Company is monitoring its inventory levels for product on hand and on order. If
orders from NeoMagic's customers do not meet the Company's expectations, the
Company may be required to incur additional cancellation charges related to




                                  Page 7 of 23
<PAGE>

the purchase orders with its manufacturing partners and/or additional charges
for the write off of excess inventory or lower of cost or market conditions.

5.   Divestitures:

         In April 2000, pursuant to an asset purchase agreement, the Company
sold the principal assets of the DVD product group to LSI Logic (Buyer). The
assets primarily consisted of fixed assets and intangible assets. In exchange
for the assets sold to the Buyer, NeoMagic received $11.7 million in a lump-sum
cash payment. An additional $2.3 million is contingent on the Company's
performance of certain obligations related to the transfer of licenses with
third parties to the Buyer. The Company wrote-off approximately $3.6 million in
capitalized intellectual property, fixed assets and prepaid expenses related to
the DVD product group which was transferred to the Buyer. In addition, the
Company accrued approximately $1.6 million in transaction costs and
approximately $2.3 million in retention packages for the affected employees. As
a result, the Company recorded a pre-tax gain of approximately $5.2 million on
the sale, which is recorded in Income, net of expenses, from sale of DVD assets
on the Consolidated Condensed Statements of Operations.

6.   Recently Issued Accounting Pronouncements:

         In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, ("SFAS 133") "Accounting
for Derivative Instruments and Hedging Activities." The Standard will require
companies to record all derivatives held on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, changes in the fair value of the
derivative is either offset against the change in fair value of the hedged
assets, liabilities, or firm commitments through earnings, or recognized in
other comprehensive income until the value related to the ineffective portion
of a hedge, if any, is recognized in earnings. The Company expects to adopt
SFAS 133 as of the beginning of its fiscal year 2002. The effect of adoption
of the Standard is currently being evaluated, but is not expected to have a
material effect on the Company's financial position or results of operations.

         In March 2000, the FASB issued Interpretation No. 44, Accounting for
Certain Transactions involving Stock Compensation, an interpretation of APB
Opinion No. 25. This interpretation clarifies the application of Opinion 25 for
certain issues including: (a) the definition of employee for purposes of
applying Opinion 25, (b) the criteria for determining whether a plan qualifies
as a noncompensatory plan, (c) the accounting consequence of various
modifications to the terms of a previously fixed stock option or award and (d)
the accounting for an exchange of stock compensation awards in a business
combination. In general, this Interpretation is effective July 1, 2000. We do
not expect the adoption of Interpretation No. 44 to have a material effect on
our consolidated financial position or results of operations.





                                  Page 8 of 23
<PAGE>


PART I.  FINANCIAL INFORMATION

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. However, actual events and results could vary significantly based
on a variety of factors including and not limited to: statements concerning the
rate of decline in shipments of existing product to current NeoMagic customers,
the abilities of manufacturing subcontractors to make adequate and timely
deliveries, access to advanced production process technologies from
manufacturing subcontractors, recruiting and retaining employees including those
with engineering expertise in new disciplines, restructuring charges, and
litigation involving antitrust, intellectual property, and other issues. In
particular, the company's new product development efforts in MPEG-4, broadband
wireless, and System on Chip integration represent new endeavors and
consequently carry greater risks of successful and timely execution.
Forward-looking statements are subject to risks and uncertainties, including
those set forth below under "Factors that May Affect Results," that could cause
actual results to differ materially from those projected. 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.

OVERVIEW

         The Company designed, developed and marketed high-performance
semiconductor solutions for sale to original equipment manufacturers of mobile
computing products including notebook PCs, and over the last several years,
began development of digital cameras and DVD drives. In April 2000, the Company
successfully concluded the sale of the DVD product group to LSI Logic. The
Company pioneered the first commercially available high-performance silicon
technology that integrated DRAM, complex logic and analog circuits into a single
chip. The Company's proprietary MagicWare(TM) technology eliminates the need to
drive signals off-chip to discrete memory, achieving its performance advantage
while actually lowering the power consumption and extending the battery life for
smaller, lighter weight portable devices. The first commercial application for
the Company's technology was in the design, development and marketing of
multimedia accelerators for sale to notebook computer manufacturers. The
Company's MagicGraph128 and MagicMedia256 families of pin-compatible multimedia
accelerators incorporate 128-bit and 256-bit memory buses, respectively.

         All of the Company's net sales to date were derived from sales of its
multimedia accelerator products, and the Company expects this trend to continue
at least through fiscal 2001. The Company generally recognizes revenue upon
title passage for product sales directly to customers. The Company's policy is
to defer recognition of revenue of shipments to distributors until the
distributors sell the product. Historically, a majority of the Company's sales
have been to a limited number of customers. The Company expects that a
substantial portion of sales of its products will be to a limited number of
customers for the foreseeable future. The customers contributing significant
amounts of net sales have varied and will continue to vary depending on the
timing and success of new product introductions by NeoMagic and its customers.

         The Company's products require semiconductor wafers manufactured with
state-of-the-art fabrication equipment and technology. NeoMagic currently has
strategic relationships with Mitsubishi Electric Corporation, Infineon
Technologies, formerly Siemens Aktiengesellschaft Semiconductor Group




                                  Page 9 of 23
<PAGE>

and has also purchased wafers from Toshiba Corporation during fiscal 2000 to
produce its semiconductor wafers and uses other independent contractors to
perform assembly, packaging and testing. The Company's foundry relationships are
formalized in separate five-year wafer supply agreements. These relationships
enable the Company to concentrate its resources on product design and
development, where NeoMagic believes it has greater competitive advantages, and
to eliminate the high cost of owning and operating a semiconductor wafer
fabrication facility. The Company depends on these suppliers to allocate to the
Company a portion of their manufacturing capacity sufficient to meet the
Company's needs, to produce products of acceptable quality and at acceptable
manufacturing yields and to deliver those products to the Company on a timely
basis. The Company purchases wafers and pays an agreed price for wafers meeting
certain acceptance criteria. All of the Company's products are assembled and
tested by independent vendors. To date, the majority of the Company's wafer
purchases, which constitute a majority of its cost of sales, have been priced in
Japanese yen. As a result, exchange rate fluctuations can affect the Company's
gross margin. The Company experienced such fluctuations during fiscal 2000 which
negatively impacted the Company's gross margin and earnings. The Company has in
the past hedged its exposure to fluctuations in the exchange rate between the
Japanese yen and the United States dollar by purchasing forward contracts and
options and may continue to do so in the future.

         Under its wafer supply agreements, the Company is obligated to provide
rolling 12-month forecasts of anticipated purchases and place binding purchase
orders up to three to four months prior to shipment. If the Company cancels a
purchase order, the Company must pay cancellation penalties based on the status
of work in process or the proximity of the cancellation to the delivery date.
Forecasts of monthly purchases may not increase or decrease by more than a
certain percentage from the previous month's forecast without the manufacturer's
consent. Thus, the Company must forecast and place purchase orders for wafers
long before it receives purchase orders from its own customers. This limits the
Company's ability to react to fluctuations in demand for its products, which can
be unexpected and dramatic and from time-to-time will cause the Company to have
an excess or a shortage of wafers for a particular product, which could cause
the Company to take charges for excess inventory or miss revenue opportunities.
In connection with the exit from the multimedia accelerator business, the
Company has placed end of life orders with its manufacturing partners, and as a
result has had to incur cancellation charges of $2.6 million in the April 2000
quarter.

         Prior to fiscal 1997, the Company was primarily engaged in research and
development and testing of its products. Accordingly, the majority of its
operating expenses were related to research and development activities. In
fiscal 1997, in connection with the commencement of commercial sales of its
products, the Company accelerated its investment in sales, marketing,
manufacturing and administrative infrastructures. Throughout fiscal 2000, the
Company has continued to devote resources to research and development efforts as
well as to make additional investments in sales, marketing, manufacturing and
administrative infrastructures to support the increased sales. The Company
expects to continue to devote substantial resources to research and development
efforts for the foreseeable future. However, given the Company's projections for
downward revenue and its corresponding cost control efforts, research and
development expenses are expected to decrease in absolute dollars in fiscal
2001. All of the Company's research and development costs have been expensed as
incurred.

         On April 20, 2000 NeoMagic announced a change in strategy, ceasing
further development efforts in its existing notebook multimedia product line,
and focusing future development efforts on technologies and products to enable
multimedia communications. After the close of the last fiscal year, management
determined that rebuilding the Company's position in the notebook PC graphics
market would require at least two successful generations of products, consuming
significant time and resources. However, prospects for future opportunities in
this market were limited by the recently accelerated trends in the overall PC
market towards lower average unit pricing, and integration of the graphics
functions into core logic ICs with




                                 Page 10 of 23
<PAGE>

shared memory architectures. The Company was confronted with the prospect of
using its cash reserves and talent to rebuild its position in what management
viewed as a declining market opportunity. These factors have led management to
change the Company's direction now, while it is in a position of significant
cash reserves and minimal debt.

         The company has undertaken a significant resizing of its operations,
and has reduced its workforce by approximately 50% compared to the end of the
fourth quarter. Included in this total are employees of the company's DVD
product line, which was sold to LSI Logic Corporation in a transaction which was
announced on April 14, 2000.

         Going forward the Company expects a multi-quarter decline in its
existing business, as it focuses on technology and product developments in its
new direction. During this time the Company will be shifting its financial
management towards preserving liquidity. In short, the Company will be managing
for cash. This has guided the restructuring efforts in the past quarter.

         The Company's fiscal year end is January 31. Any references herein to a
fiscal year refers to the year ended January 31 of such year.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain financial
data as a percentage of net sales:

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                   -------------------------
                                                   April 30,      April 30,
                                                     2000           1999
                                                   ---------      ---------
<S>                                                <C>              <C>
Net sales                                          100.0%           100.0%
Cost of sales                                      105.4             63.0
                                                   ----------------------
Gross margin (loss)                                 (5.4)            37.0
Operating expenses:
  Research and development                          20.0             13.5
  Sales, general and administrative                 12.6              7.2
  Acquired in process research and development        --              7.4
                                                   ----------------------
      Total operating expenses                      32.6             28.1
                                                   ----------------------
Income (loss) from operations                      (38.0)             8.9
Income net of expenses from sale of DVD assets      13.5               --
      Interest income and other                      2.4              1.1
      Interest expense                               (.5)             (.4)
                                                   ----------------------
Income (loss) before income taxes                  (22.6)             9.6
Provision (benefit) for income taxes                (9.1)             5.1
                                                   ======================
Net income (loss)                                  (13.5%)            4.5%
                                                   ======================
</TABLE>

NET SALES

         The Company's net sales to date have been generated from the sale of
its multimedia accelerators. The Company's products are used in, and its
business has been dependent upon, the personal computer industry with sales
primarily in Asia, Japan, and the United States. Net sales were $38.9 million
for the three months ended April 30, 2000, compared to $72.4 million for the
three months ended April 30, 1999. Net sales decreased primarily due to
declining market share and end of life announcements for the



                                 Page 11 of 23

<PAGE>

Company's multimedia products. The Company expects that net sales, for the
remainder of fiscal 2001 will continue to decline based on the current
availability of product and customer demand for end of life product.

         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 OEMs)
accounted for 85.2% and 81.5% of net sales in the three months ended April 30,
2000 and 1999, respectively. The Company expects that export sales will continue
to represent a significant portion of net sales, although there can be no
assurance that export sales as a percentage of net sales will remain at current
levels. All sales transactions were denominated in United States dollars.

         Five customers accounted for 34%, 18%, 16%, 13% and 12% of net sales
for the three months ended April 30, 2000. Five customers accounted for 21%,
15%, 13%, 13%, and 10% of net sales in the three months ended April 30, 1999.
The Company expects a significant portion of its future sales to remain
concentrated with a limited number of strategic customers. There can be no
assurance that the Company will be able to retain its strategic customers, or
that such customers will not cancel or reschedule orders, or in the event orders
are canceled, that such orders will be replaced by other orders. In addition,
sales to any particular customer may fluctuate significantly from quarter to
quarter. The occurrence of any such events or the loss of a strategic customer
could have a material adverse effect on the Company's operating results.

GROSS MARGIN (LOSS)

         Gross margin (loss) was $(2.1) million and $26.8 million for the three
months ended April 30, 2000 and 1999, respectively. The gross margin percentages
decreased to (5.4)% for the three months ended April 30, 2000 from 37.0% for the
three months ended April 30, 1999. The decrease in gross margin percentage was
due primarily to inventory write-offs and reserves and cancellation penalties to
our manufacturing partners of $11.9 million related to restructuring the
business.

         The Company announced in February 2000 that it expected declines in
revenues, gross margins, and results of operations for fiscal 2001 based on
restructuring the business and the delay of the introduction of its new
products. As a result of the restructuring, the Company's existing products have
experienced sharp declines in demand and a portion of the Company's inventories
on hand and on order are not sellable in sufficient quantities and at acceptable
prices which has necessitated inventory write-offs for excess quantities,
cancellation penalties to our manufacturing partners and lower of cost or market
considerations. These write-offs have had a material adverse effect on gross
margins and results of operations for the three months ended April 30, 2000.

RESEARCH AND DEVELOPMENT EXPENSES

         Research and development expenses include compensation and associated
costs relating to development personnel, operating system software costs and
prototyping costs, which are comprised of photomask costs and pre-production
wafer costs. Research and development expenses were $7.8 million and $9.8
million for the three months ended April 30, 2000 and 1999, respectively. The
Company has made, and intends to continue to make, significant investments in
research and development to remain competitive by developing new and enhanced
products to serve its identified markets. Research and development expenses
decreased in absolute dollars, but increased as a percentage of sales due to the
decline in sales. Research and development expenses include $1.1 million of
employee related expenses incurred in connection with restructuring the
business. Because the Company's projections for downward revenue will result in
corresponding cost control, research and development expenses are expected to
decrease in absolute dollars in fiscal 2001.



                                 Page 12 of 23

<PAGE>

SALES, GENERAL AND ADMINISTRATIVE EXPENSES

         Sales, general and administrative expenses were $4.9 million and $5.2
million for the three months ended April 30, 2000 and 1999, respectively. Sales,
general and administrative expenses decreased in absolute dollars due primarily
to lower outside commissions on lower sales, and the Company's ongoing cost
reduction efforts, but increased as a percentage of sales due to the decline in
sales. Because the Company's projections for downward revenue will result in
decreased commissions and cost control, sales, general and administrative
expenses are expected to decrease in absolute dollars in fiscal 2001.

ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT

         The Company incurred approximately $5.3 million of charges for acquired
in-process research and development ("IPRD") in connection with its fiscal 2000
acquisitions of the Optical Drive Storage Group from Mitel Semiconductor and
Associative Computers, Ltd., ("ACL"). The amount allocated to the acquired
in-process research and development was determined using the income approach,
which discounts expected future cash flows from each of the technologies under
development to their net present value, at an appropriate risk-adjusted rate of
return. The technologies under development were analyzed to determine their
technological accomplishments; the existence and utilization of core
technologies; the existence of any alternative future uses; their technological
feasibility; and the stage of completion of the development activities,
including the efforts required to complete the remaining development activities.
The technologies under development were classified as developed technology, IPRD
completed, IPRD to be completed or future development activities. Projected
future net cash flows attributable to each of these categories were discounted
to their net present value using a discount rate which was derived based on the
Company's estimated weighted average cost of capital plus a risk premium to
account for the inherent uncertainty surrounding the successful completion of
each project and the associated estimated cash flows. The IPRD charge includes
only the fair value of IPRD completed. The technologies underlying the IPRD
amounts were deemed to have no alternative future uses. The fair value assigned
to developed technology is included in other assets, and no value was assigned
to the IPRD to be completed or future development activities. The Company
believes that these fair values do not exceed the amount a third party would pay
for each such in-process technology. Failure to timely deliver commercially
viable products to the market, or to achieve market acceptance or the revenue
and expense forecasts could have a significant impact on the financial results
and operations of the acquired businesses.

         The total charge for IPRD for the Optical Drive Storage Group
transaction, completed in February 1999, was approximately $2.0 million. The
technologies acquired from this group were mixed signal analog and digital video
disk ("DVD") optical storage read-channel technologies. The Optical Drive
Storage Group's development efforts were estimated to be approximately 50%
complete at the date of the acquisition. NeoMagic planned to integrate these
technologies with its embedded DRAM technologies and develop products for the
DVD Notebook, DVD Desktop and DVD Player/Recorder markets. Prior to the
acquisition, the Optical Drive Storage Group had generated no revenues. Revenue
from commercially viable products for these markets was not anticipated until
late calendar 2000 or in 2001. The discount rates used for the IPRD technologies
and developed technologies were 40% and 25%, respectively.

         The total charge for IPRD for the ACL transaction, completed in
February 1999, was approximately $3.3 million. The technologies acquired from
ACL were associative array (parallel) processing architectures that enabled high
speed computing. ACL's development efforts were estimated to be approximately
42% complete at the date of the acquisition. NeoMagic planned to integrate these
technologies with its embedded DRAM technologies and develop products for the
digital camera and camcorder markets. Prior to the acquisition, ACL had
generated no revenues. Revenues from




                                 Page 13 of 23
<PAGE>

commercially viable products for the above markets were not anticipated until
late calendar 2001. The discount rates used for the IPRD technologies and
developed technologies were each 50%.

         Except for the Company's plans to no longer pursue the development
activities acquired from the Optical Drive Storage Group, (DVD group) there
have been no significant changes in the assumptions used in the IPRD analyses
relating to the timing of expected future revenues or the amount of
development expenses and efforts expected to be required to bring the in
process research and development technologies to completion and to achieve
such revenues. The Company successfully concluded the sale of the DVD group
to LSI Logic in April, 2000. The gain from the sale of the DVD group of $5.2
million is included in Income net of expenses from the sale of DVD assets on
the Consolidated Condensed Statements of Operations.

INCOME NET OF EXPENSES FROM SALE OF DVD ASSETS

         In April 2000, pursuant to an asset purchase agreement, the Company
sold the principal assets of the DVD product group to LSI Logic (Buyer). The
assets primarily consisted of fixed assets and intangible assets. In exchange
for the assets sold to the Buyer, NeoMagic received $11.7 million in a lump-sum
cash payment. An additional $2.3 million is contingent on the Company's
performance of certain obligations related to the transfer of licenses with
third parties to the Buyer. The Company wrote-off approximately $3.6 million in
capitalized intellectual property, fixed assets and prepaid expenses related to
the DVD product group which was transferred to the Buyer. In addition, the
Company accrued approximately $1.6 million in transaction costs and
approximately $2.3 million in retention packages for the affected employees. As
a result, the Company recorded a pre-tax gain of approximately $5.2 million on
the sale, which is recorded in Income, net of expenses, from sale of DVD assets
on the Consolidated Condensed Statements of Operations.

INTEREST INCOME AND OTHER

         The Company earns interest on its cash and short-term investments.
Interest income and other was $1.0 million and $0.8 million for the three months
ended April 30, 2000 and 1999, respectively. The increase in interest income and
other stemmed from higher interest income earned on higher cash and short-term
investment balances.

INTEREST EXPENSE

         The Company pays interest and commissions on wafer purchases and
interest on its leases. Interest expense was $197,000 and $252,000 in the first
quarter of fiscal 2001 and 2000, respectively. The decrease in interest expense
from fiscal 2000 to fiscal 2001 reflects lower interest and commission on
reduced purchases and sales and lower capital lease balances.

INCOME TAXES

         The Company's effective tax benefit rate for the three months ended
April 30, 2000 was 40% compared to an effective tax provision rate of 30%,
excluding the effect of the in-process research and development charge of $5.3
million for the three months ended April 30, 1999. The rate for the quarters
vary from the statutory rate of 35% due to the effect of the research and
development credit.




                                 Page 14 of 23
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash, cash equivalents and short-term investments
increased $5.0 million in the three months ended April 30, 2000 to $101.5
million from $96.5 million at January 31, 2000. The increase in cash, cash
equivalents and short-term investments stems primarily from cash provided
from investing activities, and to a lesser extent, cash provided by financing
activities, offset in part by cash used for operating activities.

         Cash and cash equivalents used for operating activities for the three
months ended April 30, 2000 was $3.7 million, compared to $0.7 million of net
cash used in operating activities for the three months ended April 30, 1999. The
cash used for operating activities stems primarily from a net loss of $5.3
million, a decrease in accounts payable and income taxes payable, and an
increase in other current assets, offset in part by decreases in accounts
receivable and inventory and by an increase in other accruals.

         Net cash provided by investing activities for the three months ended
April 30, 2000, was $16.3 million, compared to $1.2 million of net cash used in
investing activities for the three months ended April 30, 1999. Net cash
provided by investing activities related primarily to net proceeds from the sale
of the DVD group of $8.8 million and net maturities of short-term investments of
$7.9 million, partially offset by purchases of property, plant and equipment.
Continued operation of the Company's business may require higher levels of
capital equipment purchases, technology investments, foundry investments and
other payments to secure manufacturing capacity. The timing and amount of future
investments will depend primarily on the level of the Company's future revenues.

         Net cash provided by financing activities was $0.2 million for the
three months ended April 30, 2000, compared to $0.3 million of net cash used for
financing activities for the three months ended April 30, 1999. The net cash
provided by financing activities primarily represents net proceeds from the
issuance of common stock.

         At April 30, 2000, the Company's principal sources of liquidity
included cash, cash equivalents and short-term investments of $101.5 million.
The Company believes that it will not generate cash over the upcoming twelve
months, and believes the current cash, cash equivalents and short-term
investments will satisfy the Company's projected working capital and capital
expenditure requirements through the next twelve months. Investments will
continue in new product development in new and existing areas of technology. The
Company's future capital requirements will depend on many factors including the
rate of net sales, the timing and extent of spending to support research and
development programs, the timing of any new product introductions and
enhancements to existing products, and market acceptance of the Company's
products.

IMPACT OF CURRENCY EXCHANGE RATES

         Because the Company currently purchases the majority of its wafers
under purchase contracts denominated in yen, significant appreciation in the
value of the yen relative to the value of the U.S. dollar would make the wafers
relatively more expensive to the Company, which would have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company generally enters into foreign currency forward contracts to minimize
short-term foreign currency fluctuation exposures related to these firm purchase
commitments. The Company does not use derivative financial instruments for
speculative or trading purposes. The Company's accounting policies for these
instruments are based on the Company's designation of such instruments as
hedging transactions. The criteria the


                                 Page 15 of 23
<PAGE>

Company uses for designating an instrument as a hedge include its
effectiveness in risk reduction and one-to-one matching of derivative
instruments to underlying transactions. There were no foreign exchange
contracts outstanding as of April 30, 2000.

         Notwithstanding the measures the Company has adopted, due to the
unpredictability and volatility of currency exchange rates and currency
controls, there can be no assurance that the Company will not experience
currency losses in the future, nor can the Company predict the effect of
exchange rate fluctuations upon future operating results. The Company
experienced such fluctuations during fiscal 2000 which have negatively impacted
the Company's gross margin and results of operations.

FACTORS THAT MAY AFFECT RESULTS

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

       NeoMagic's quarterly and annual results of operations are affected by
a variety of factors that could materially adversely affect net sales, gross
margin and operating results. These factors include, among others, the rate
of decline in shipments of existing product to current NeoMagic customers,
the abilities of manufacturing subcontractors to make adequate and timely
deliveries, access to advanced production process technologies from
manufacturing subcontractors, recruiting and retaining employees including
those with engineering expertise in new disciplines, the Company's ability to
develop and market new products, restructuring charges, and litigation
involving antitrust, intellectual property, and other issues. In particular,
the Company's new product development efforts in MPEG-4, broadband wireless,
and SOC integration represent new endeavors with extensive development cycles
and consequently carry greater risks of successful and timely execution. Any
one or more of these factors could result in the Company failing to achieve
its expectations as to future revenues and profits. The Company may be unable
to adjust spending sufficiently in a timely manner to compensate for any
unexpected sales shortfall, which could materially adversely affect quarterly
operating results. Accordingly, the Company believes that period-to-period
comparisons of its operating results should not be relied upon as an
indication of future performance. In addition, the results of any quarterly
period are not indicative of results to be expected for a full fiscal year.
In future quarters, the Company's operating results may be below the
expectations of public market analysts or investors. Since the Company's
announcement of its expectation of declining revenues, gross margins and
operating results, the market price of the Common Stock has been and is
expected to be for some time in the future, materially adversely affected.

INVENTORY RISK

       Under its wafer supply agreements with Mitsubishi Electric and Infineon,
the Company is obligated to provide rolling 12-month forecasts of anticipated
purchases and to place binding purchase orders three to four months prior to
shipment from the suppliers. The Company expects that its revenues will decline
significantly from the prior year's revenue and accordingly is monitoring its
inventory levels for product on hand and on order. The Company orders wafers for
deliveries at least 3-5 months in advance and with the additional time to
assemble and test wafers, the Company can have orders for finished goods that
will be available up to six months into the future. If the Company does not have
sufficient demand for its products and cannot cancel its current and future
commitments without material impact, the Company may experience excess
inventory, which will result in a write-off affecting gross margin and results
of operations. If the Company cancels a purchase order, it must pay cancellation
penalties based on the status of work in process or the proximity of the
cancellation to the delivery date. Forecasts of monthly purchases may not
increase or decrease by more than a certain percentage from the previous month's
forecast without the manufacturer's consent. Thus, the Company must make
forecasts and place purchase orders for wafers long before it receives purchase
orders from its own customers. This limits the Company's ability to react




                                 Page 16 of 23
<PAGE>

to fluctuations in demand for its products, which can be unexpected and
dramatic, and from time-to-time will cause the Company to have an excess or
shortage of wafers for a particular product. Also, many of the Company's
customers are moving to "just in time" relationships with their vendors, which
can shift the risk of carrying inventory back to the supplier. As a result of
the long lead-time for manufacturing wafers and the increase in "just in time"
ordering by PC manufacturers, semiconductor companies such as the Company from
time-to-time must take charges for excess inventory. Significant write-offs of
excess inventory could have a material adverse effect on the Company's financial
condition and results of operations. In the first quarter of fiscal 2001, the
Company recorded inventory write-offs and reserves and cancellation penalties to
its manufacturing partners of $11.9 million related to restructuring the
business. Conversely, failure to order sufficient wafers would cause the Company
to miss revenue opportunities and, if significant, could impact sales by the
Company's customers, which could adversely affect the Company's customer
relationships and thereby materially adversely affect the Company's business,
financial condition and results of operations. At April 30, 2000, the Company
has issued outstanding purchase orders totaling over $12.0 million with its
manufacturing partners for the delivery of wafers over the next three months. If
orders from NeoMagic's customers do not meet the Company's expectations, the
Company may be required to incur additional cancellation charges related to the
purchase orders with its manufacturing partners and/or charges for the write off
of excess inventory.

MANUFACTURING YIELDS

       The fabrication of semiconductors is a complex and precise process.
Because NeoMagic's products feature the integration of large DRAM memory with
analog and logic circuitry on a single chip, a manufacturer must obtain
acceptable yields of both the memory and logic portions of such products,
compounding the complexity of the manufacturing process. As a result, the
Company may face greater manufacturing challenges than its competitors. Minute
levels of contaminants in the manufacturing environment, defects in masks used
to print circuits on a wafer, difficulties in the fabrication process or 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. The
Company purchases wafers, not die, and pays an agreed upon price for wafers
meeting certain acceptance criteria. Accordingly, the Company bears the risk of
the yield of good die from wafers purchased meeting the acceptance criteria. The
Company is currently experiencing such yield problems which has affected, and is
expected to continue to, materially adversely affect the Company's net sales,
gross margins and results of operations in fiscal 2001.

         Semiconductor manufacturing yields are a function of both product
design, which is developed largely by the Company, and process technology, which
is typically proprietary to the manufacturer. Historically, the Company has
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 by and communication between the Company and the manufacturer. For
example, a design error that resulted in lower than expected yields of finished
products caused the Company to take a $1.2 million charge in fiscal 1997. This
risk is compounded by the offshore location of the Company's manufacturers,
increasing the effort and time required identifying, communicating and resolving
manufacturing yield problems. As the Company's relationships with new
manufacturing partners develop, yields could be adversely affected due to
difficulties associated with adopting the Company's technology and product
design to the proprietary process technology and design rules of each
manufacturer. Any significant decrease in manufacturing yields could




                                 Page 17 of 23
<PAGE>

result in an increase in the Company's per unit product cost and could force the
Company to allocate its available product supply among its customers,
potentially adversely impacting customer relationships as well as revenues and
gross margins. There can be no assurance that the Company's manufacturers will
achieve or maintain acceptable manufacturing yields in the future. The inability
of the Company to achieve planned yields from its manufacturer for its newest
product, the MagicMedia256XL+, has had, and is expected to continue to have, a
material adverse effect on the Company's net sales, gross margins and results of
operations in fiscal 2001.

DEPENDENCE ON NEW PRODUCT DEVELOPMENT, NEW MARKETS, RAPID TECHNOLOGICAL CHANGE

         During the first fiscal quarter the Company determined to change its
primary market and business. The Company closed all new product development
efforts in multimedia ICs for notebook computers. The Company's other new
product plans and development efforts were reconsidered as well.

         The Company has determined to pursue opportunities related to streaming
video and multimedia communications over the internet. New product planning
during the first quarter focused on handheld internet appliances and MPEG-4
video compression technology. Additional planning efforts were begun in the area
of broadband cellular communications. The Company's future business, financial
condition and results of operations will depend to a significant extent on its
ability to develop new products that address these market opportunities. As a
result, the Company believes that significant expenditures for research and
development will continue to be required in the future. Multimedia
communications, streaming video, and broadband cellular communications are
relatively new technologies, and are characterized by rapidly changing
infrastructure, evolving industry standards and uncertain average selling
prices. The Company 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 its products competitively, and introduce the
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 of strategic manufacturing partners to effectively design and implement
the manufacture of new products, quality of new products, differentiation of new
products from those of the Company's competitors and market acceptance of
NeoMagic's and its customers' products. There can be no assurance that the
products the Company expects to introduce will incorporate the features and
functionality demanded by system manufacturers and consumers, will be
successfully developed, or will be introduced within the appropriate window of
market demand.

         The Company intends to continue relying upon the integration of large
DRAM with analog and logic circuitry on a single chip as a primary means of
product differentiation. The integration of large DRAM memory with analog and
logic circuitry on a single chip is highly complex and is critical to the
Company's success. Because of the complexity of its products, however, NeoMagic
has experienced delays from time to time in completing development and
introduction of new products. In addition, the Company is now embarked on the
development of new products in markets in which the company has no history. In
the event that there are delays in the completion of development of future
products, including the products currently under development for introduction
over the next 12 to 18 months, the Company's potential future business,
financial condition, and results of operations will be materially adversely
affected. Although the development cycles for the memory and logic portions of
the Company's products have been relatively synchronized to date, there can be
no assurance that this synchronization will continue in the future. In addition,
there can be no assurance that fundamental advances in either the memory or
logic components of the Company's products will not significantly increase the
complexity inherent in the design and manufacture of the Company's products,
rendering the Company's product technologically infeasible or




                                 Page 18 of 23
<PAGE>

uncompetitive. The time required for competitors to develop and introduce
competing products may be shorter and manufacturing yields may be better than
those experienced by the Company.

         The Company is no longer pursuing new product development or new sales
opportunities in its notebook multimedia product line, and anticipates a rapid
decline in revenues from sales of its existing products in this market. The
Company does not anticipate completing new product developments in other markets
prior to the decline of its multimedia product revenues. This situation will
have a material adverse effect on the Company's business, financial condition
and results of operations in fiscal 2001.

UNCERTAINTY REGARDING PATENTS AND PROTECTION OF PROPRIETARY RIGHTS

        The Company relies in part on patents to protect its intellectual
property. The Company has been issued numerous patents worldwide, each covering
certain aspects of the design and architecture of the Company's multimedia
accelerators. In fiscal 2000, the Company also acquired and/or licensed
intellectual properties, the majority of which were in the areas of mixed signal
analog design and array-based processing as part of the February 1999
acquisitions of the Optical Drive Development Group and ACL. Additionally, the
Company and its newly acquired businesses have patent applications pending.
There can be no assurance that the Company's pending patent applications, or any
future applications will be approved. Further, there can be no assurance that
any issued patents will provide the Company 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 the
Company's ability to do business. In addition, there can be no assurance that
others will not independently develop similar products, duplicate the Company's
products or design around any patents that may be issued to the Company.

         The Company also relies on a combination of mask work protection,
trademarks, copyrights, trade secret laws, employee and third-party
nondisclosure agreements and licensing arrangements to protect its intellectual
property. Despite these efforts, there can be no assurance that others will not
independently develop substantially equivalent intellectual property or
otherwise gain access to the Company's trade secrets or intellectual property,
or disclose such intellectual property or trade secrets, or that the Company can
meaningfully protect its intellectual property. A failure by the Company to
meaningfully protect its intellectual property could have a material adverse
effect on the Company's business, financial condition and results of operations.

         As a general matter, the semiconductor industry is characterized by
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 against Trident Microsystems, Inc. The suit
alleges 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 in December. The Court has stayed all litigation concerning
Trident's antitrust claim pending resolution of NeoMagic's claim for patent
infringement. The patent infringement claim is scheduled for trial to commence
on July 31, 2000. Management believes the Company has valid defenses against
Trident's claims.

         In February 1997, Cirrus Logic Inc. ("Cirrus Logic") sent the Company
written notice asserting that the Company's MagicGraph128, MagicGraph128V and
MagicGraph128ZV products infringe six United States patents held by Cirrus
Logic. Since receiving the notice of alleged infringement, the Company has
advised Cirrus Logic that the Company does not believe that any of its products
infringe any claims of the patents. The Company also has undergone a
confidential external infringement review and has conducted its own internal
infringement review, and the Company continues to believe that the Cirrus Logic



                                 Page 19 of 23
<PAGE>

infringement allegations are unfounded. However, there can be no assurances that
Cirrus Logic will not file a lawsuit against the Company or that the Company
would prevail in any such litigation. Any protracted litigation by Cirrus Logic
or the success of Cirrus Logic in any such litigation could have a material and
adverse effect on the Company's financial position or results of operations.

         Any patent litigation, whether or not determined in the Company's favor
or settled by the Company, would at a minimum be costly and could divert the
efforts and attention of the Company's management and technical personnel from
productive tasks, which could have a material adverse effect on the Company's
business, financial condition and results of operations. There can be no
assurance that current or future infringement claims by third parties or claims
for indemnification by other customers or end users of the Company's 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 the
Company's business, financial condition and results of operations. In the event
of any adverse ruling in any such matter, the Company could be required to pay
substantial damages, which could include treble damages, cease the
manufacturing, use and sale of infringing products, discontinue the use of
certain processes, or to obtain a license under the intellectual property rights
of the third party claiming infringement. There can be no assurance, however,
that a license would be available on reasonable terms or at all. Any limitations
on the Company's ability to market its products, or delays and costs associated
with redesigning its products or payments of license fees to third parties, or
any failure by the Company to develop or license a substitute technology on
commercially reasonable terms could have a material adverse effect on the
Company's business, financial condition and results of operations.

DEPENDENCE ON INTERNATIONAL SALES AND SUPPLIERS

          Export sales are a critical part of the Company's 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
system manufacturers that sell to United States-based OEMs) accounted for 85.2%
and 81.5% of the Company's net sales for the three months ended April 30, 2000
and 1999, respectively. The Company expects that net sales derived from
international sales will continue to represent a significant portion of its
total net sales. Letters of credit issued by customers support a portion of the
Company's international sales. To date, the Company's international sales have
been denominated in United States dollars. Increases in the value of the U.S.
dollar relative to the local currency of the Company's customers could make the
Company's products relatively more expensive than competitors' products sold in
the customer's local currency.

         International manufacturers produce all of the Company's wafers. In
addition, many of the assembly and test services used by the Company are
procured from international sources. Under the Company's wafer supply
agreements with Mitsubishi Electric, wafers are priced in Japanese yen. As a
result, the Company's costs of goods sold are subject to fluctuations in the
yen-dollar exchange rates. The Company has in the past hedged its exposure to
fluctuations in foreign currency exchange rate by purchasing foreign exchange
contracts and may continue to do so in the future. However, there can be no
assurance that such hedging will be adequate. The Company experienced such
fluctuations during fiscal 2000 which has negatively impacted the Company's
gross margin and results of operations. Significant wafer or assembly and
test service price increases, fluctuations in currency exchange rates or the
Company's inability to fully hedge against currency exchange rate
fluctuations could continue to have a material and sudden adverse effect on
the Company's business, financial condition and results of operations.

       International 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




                                 Page 20 of 23
<PAGE>

changes in regulatory requirements, longer accounts receivable payment cycles,
potentially adverse tax consequences and export license requirements. In
addition, the Company is 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 the Company's products
may be developed, manufactured or sold, including various countries in Asia, may
not protect the Company's intellectual property rights to the same extent as do
the laws of the United States, thus increasing the possibility of piracy of the
Company's products. There can be no assurance that one or more of these risks
will not have a material adverse effect on the Company's business, financial
condition and results of operations.

DEPENDENCE ON QUALIFIED PERSONNEL

          The Company's future success depends in part on the continued
service of its key engineering, sales, marketing, manufacturing, finance and
executive personnel, and its ability to identify, hire and retain additional
personnel. There is intense competition for qualified personnel in the
semiconductor industry, and there can be no assurance that the Company will
be able to continue to attract and retain qualified personnel necessary for
the development of its business. The Company's restructuring placed increased
demands on the Company's resources and will likely require the addition of
new management personnel and the development of additional expertise by
existing management personnel. The Company has experienced the loss of
certain personnel and also reduced personnel in its restructuring. If the
Company's headcount is not appropriate for its future direction and the
Company fails to recruit key personnel critical to its future direction in a
timely manner, it may have a material adverse effect on the Company's
business, financial condition and results of operations.

                                 Page 21 of 23

<PAGE>

         PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

         In December 1998, the Company filed a lawsuit in the United States
District Court for the District of Delaware against Trident Microsystems, Inc.
The suit alleges 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 in December. The Court has stayed all litigation concerning
Trident's antitrust claim pending resolution of NeoMagic's claim for patent
infringement. The patent infringement claim is scheduled for trial to commence
on July 31, 2000. Management believes the Company has valid defenses against
Trident's claims. There can be no assurance as to the results of the patent
infringement suit and the counter-suit for antitrust filed by Trident.

         The Company in the past has been, and in the future may be, notified
that it may be infringing the intellectual property rights of third parties. For
example, in February 1997, Cirrus Logic Inc. sent the Company written notice
asserting that the Company's MagicGraph128, MagicGraph128V and MagicGraph128ZV
products infringe six United States patents held by Cirrus Logic. Since
receiving the notice of alleged infringement, the Company has advised Cirrus
Logic that the Company does not believe that any of its products infringe any
claims of the patents. The Company also has undergone a confidential external
infringement review and has conducted its own internal infringement review, and
the Company continues to believe that the Cirrus Logic infringement allegations
are unfounded. However, there can be no assurances that Cirrus Logic will not
file a lawsuit against the Company or that the Company would prevail in any such
litigation. Any protracted litigation by Cirrus Logic or the success of Cirrus
Logic in any such litigation could have a material and adverse effect on the
Company's financial position or results of operations.

ITEM 2.  Changes in Securities
         None.

ITEM 3.  Defaults Upon Senior Securities
         None.

ITEM 4.  Submission of Matters to a Vote of Security Holders
         None.

ITEM 5.  Other Information
         Not applicable.

ITEM 6.  Exhibits and Reports on Form 8-K
(a)      Exhibits

         EXHIBIT
         NUMBER            DESCRIPTION
         -------           -----------
          27.1             Financial Data Schedule

(b)      Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three
months ended April 30, 2000.


                                 Page 22 of 23

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              NEOMAGIC CORPORATION
                                  (Registrant)


                                  Douglas Gans
                                  ------------
                                  DOUGLAS GANS
                         Interim Chief Financial Officer
                  (Principal Financial and Accounting Officer)

                                  June 14, 2000













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