<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

For the period ended July 1, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number: 0-27016

                             ROSS TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                   74-2507960
 (State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                    Identification No.)


                        5316 Highway 290 West, Suite 500
                            Austin, Texas 78735-8930
                                 (512) 436-2000
         (Address and Telephone Number of Principal Executive Offices)


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.

                               [X] Yes   [ ] No


Number of shares outstanding of each of the issuer's classes of common stock,
as of July 1, 1996:  Common Stock, no par value, 23,386,604 shares.
<PAGE>   2
                     ROSS TECHNOLOGY, INC. AND SUBSIDIARIES

                                   FORM 10-Q

                                  JULY 1, 1996

                                     INDEX

<TABLE>                                                                      
<CAPTION>                                                                    
                                                                                          Page
                                                                                          ----
<S>                                                                                        <C>
Title Page  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
                                                                                       
Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
                                                                                       
PART I - FINANCIAL INFORMATION                                                         
                                                                                       
   ITEM 1.       Financial Statements (Unaudited)                                      
                                                                                       
                 Consolidated Balance Sheets - April 1, 1996 and July 1, 1996 . . . . .     3
                                                                                       
                 Consolidated Statements of Operations for the Three Months            
                 ended July 3, 1995 and July 1, 1996  . . . . . . . . . . . . . . . . .     4
                                                                                       
                 Consolidated Statements of Cash Flows for the Three Months ended      
                 July 3, 1995 and July 1, 1996  . . . . . . . . . . . . . . . . . . . .     5
                                                                                       
                 Notes to Consolidated Financial Statements . . . . . . . . . . . . . .     6
                                                                                       
   ITEM 2.       Management's Discussion and Analysis of Financial Condition and       
                 Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . .     7
                                                                                       
PART II - OTHER INFORMATION                                                            
                                                                                       
   ITEM 1.       Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . .    14
                                                                                       
   ITEM 2.       Changes in Securities  . . . . . . . . . . . . . . . . . . . . . . . .    14
                                                                                       
   ITEM 3.       Defaults Upon Senior Securities  . . . . . . . . . . . . . . . . . . .    14
                                                                                       
   ITEM 4.       Submission of Matters to a Vote of Security-Holders  . . . . . . . . .    14
                                                                                       
   ITEM 5.       Other Information  . . . . . . . . . . . . . . . . . . . . . . . . . .    14
                                                                                       
   ITEM 6.       Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . .    15
                                                                                       
SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
</TABLE>



                                      -2-
          





<PAGE>   3
PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                             ROSS TECHNOLOGY, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                      JULY 1,      APRIL 1,
                                                                                       1996          1996
                                                                                       ----          ----
ASSETS                                                                             (UNAUDITED)
<S>                                                                                   <C>          <C>
Current assets:
  Cash  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           $   3,666    $  17,941
  Trade accounts receivable, net  . . . . . . . . . . . . . . . . . . . . .              21,947       16,207
  Receivable from Fujitsu . . . . . . . . . . . . . . . . . . . . . . . . .               4,764        6,780
  Inventory (Note 2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .              48,208       32,321
  Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . .               4,681        2,706 
                                                                                      ---------    ---------

          Total current assets  . . . . . . . . . . . . . . . . . . . . . .              83,266       75,955

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . .              17,171       16,119
Deferred tax asset                                                                        2,182        2,182
Intangible assets, net  . . . . . . . . . . . . . . . . . . . . . . . . . .               3,364        3,637
                                                                                      ---------    ---------
                                                                                      $ 105,983    $  97,893
                                                                                      =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . .           $  15,183    $   9,587
  Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .               3,367        3,103
  Payable to Fujitsu  . . . . . . . . . . . . . . . . . . . . . . . . . . .              17,114       18,929 
                                                                                      ---------    ---------

          Total current liabilities                                                      35,664       31,619

Stockholders' equity:
  Common stock, $.001 par value, 100,000 shares authorized,
     23,708 shares issued and 23,387 shares outstanding at
     July 1, 1996 and 23,421 shares issued and 23,100 shares
     outstanding at April 1, 1996 . . . . . . . . . . . . . . . . . . . . .                  24           23
  Additional paid-in capital  . . . . . . . . . . . . . . . . . . . . . . .              82,419       82,358
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . .             (10,873)     (14,856)
                                                                                      ---------    ---------
                                                                                         71,570       67,525
  Less: treasury stock, at cost                                                          (1,251)      (1,251)
                                                                                      ---------    ---------

          Total stockholders' equity  . . . . . . . . . . . . . . . . . . .              70,319       66,274 
                                                                                      ---------    ---------
                                                                                      $ 105,983    $  97,893
                                                                                      =========    =========
</TABLE>


          See accompanying notes to consolidated financial statements.





                                      -3-


<PAGE>   4
                             ROSS TECHNOLOGY, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                  THREE MONTHS      THREE MONTHS
                                                     ENDED             ENDED
                                                  JULY 1, 1996      JULY 3, 1995
                                                  ------------      ------------
 <S>                                                <C>               <C>
 Net sales . . . . . . . . . . . . . . .            $  30,912         $  21,802
 Cost of sales . . . . . . . . . . . . .               16,730            11,965 
                                                    ---------         ---------

   Gross profit  . . . . . . . . . . . .               14,182             9,837 
                                                    ---------         ---------

 Operating expenses:
   Research and development  . . . . . .                4,399             3,773
   Selling, general and administrative .                3,490             1,889
   Amortization of goodwill  . . . . . .                  272               298 
                                                    ---------         ---------

       Total operating expenses  . . . .                8,161             5,960 
                                                    ---------         ---------

       Income from operations  . . . . .                6,021             3,877

 Other income (expense):
   Interest income . . . . . . . . . . .                  107               -
   Interest expense  . . . . . . . . . .                   -               (665)
                                                    ---------         ---------

       Income before income taxes  . . .                6,128             3,212

 Income tax expense  . . . . . . . . . .                2,145                64 
                                                    ---------         ---------

       Net income  . . . . . . . . . . .            $   3,983             3,148 
                                                    =========         =========

 Net income per share (Note 3) . . . . .            $    0.17         $    0.17 
                                                    =========         =========

 Weighted average common and common
       equivalent shares outstanding . .               23,656            18,886 
                                                    =========         =========
</TABLE>


          See accompanying notes to consolidated financial statements.





                                      -4-


<PAGE>   5
                             ROSS TECHNOLOGY, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               THREE MONTHS      THREE MONTHS
                                                                                  ENDED             ENDED
                                                                               JULY 1, 1996      JULY 3, 1995
                                                                               ------------      ------------
 <S>                                                                             <C>                <C>
 Cash flows from operating activities:
   Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . .                  3,983             3,148
   Adjustments to reconcile net income to net
     cash used in operating activities:
     Depreciation  . . . . . . . . . . . . . . . . . . . . . . . . .                  1,212               781
     Amortization of goodwill  . . . . . . . . . . . . . . . . . . .                    272               298
     Change in assets and liabilities:
       Decrease (increase) in trade accounts receivable  . . . . . .                 (5,740)            1,214
       Decrease (increase) in receivable from Fujitsu  . . . . . . .                  2,016            (1,042)
       Increase in inventory . . . . . . . . . . . . . . . . . . . .                (15,887)           (3,775)
       Increase in prepaid expenses  . . . . . . . . . . . . . . . .                 (1,974)             (368)
       Increase (decrease) in trade accounts payable . . . . . . . .                  5,596              (366)
       Decrease in payable to Fujitsu  . . . . . . . . . . . . . . .                 (1,815)             (298)
       Increase in accrued liabilities . . . . . . . . . . . . . . .                    264               405 
                                                                                  ---------         ---------
         Net cash used in operating activities . . . . . . . . . . .                (12,073)               (3)

 Cash flows from investing activities:
   Capital expenditures  . . . . . . . . . . . . . . . . . . . . . .                 (2,264)             (968)
                                                                                  ---------         ---------
         Net cash used in investing activities . . . . . . . . . . .                 (2,264)             (968)

 Cash flows from financing activities:
   Proceeds from employee stock plans  . . . . . . . . . . . . . . .                     62                39
   Payments on notes payable . . . . . . . . . . . . . . . . . . . .                     -               (424)
                                                                                  ---------         ---------
       Net cash provided by (used in) financing activities . . . . .                     62              (385)
                                                                                  ---------         ---------

       Net decrease in cash and cash equivalents . . . . . . . . . .                (14,275)           (1,356)
 
 Cash and cash equivalents at beginning of period  . . . . . . . . .                 17,941             1,936 
                                                                                  ---------         ---------

 Cash and cash equivalents at end of period  . . . . . . . . . . . .                  3,666               580 
                                                                                  =========         =========

 Supplemental disclosure of cash flow information:
   Taxes paid  . . . . . . . . . . . . . . . . . . . . . . . . . . .              $     750         $      88
   Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . .              $      -          $     825
</TABLE>

          See accompanying notes to consolidated financial statements.





                                      -5-


<PAGE>   6
                             ROSS TECHNOLOGY, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) FINANCIAL STATEMENT PRESENTATION

         The financial statements of ROSS Technology, Inc. and subsidiaries
(the "Company") included herein have been prepared without audit pursuant to
the rules and regulations of the Securities and Exchange Commission (the "SEC")
and, in the opinion of management, reflect all adjustments necessary, such
adjustments being of a normal recurring nature, to present fairly the financial
condition and the results of operations for such interim periods.  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; however,
management believes that the disclosures are adequate to make the information
presented not misleading.  It is suggested that these financial statements be
read in conjunction with the audited financial statements and notes thereto for
the year ended April 1, 1996 included in the Company's filing with the SEC on
Form 10-K on July 1, 1996.  The results for interim periods are not necessarily
indicative of the results for the respective fiscal years.

(2) INVENTORIES

<TABLE>
<CAPTION>
                                                              July 1,                         April 1,
                                                               1996                             1996
                                                               ----                             ----
 <S>                                                         <C>                              <C>
 Die bank                                                    $ 4,219                          $ 6,757
 Work-in-process                                              41,144                           19,697
 Finished goods                                                2,845                            5,867
                                                             -------                          -------
                                                             $48,208                          $32,321
                                                             =======                          =======
</TABLE>

         Die bank inventory, consisting of silicon wafers and cut and tested
die, is comparable to raw material inventory in other manufacturing industries.

(3) NET INCOME PER COMMON SHARE

         Net income per common share is computed using the weighted average
number of outstanding common stock and common stock equivalent shares, when
dilutive.  Common equivalent shares include shares issuable pursuant to
outstanding options under the Company's stock option plan as determined by the
treasury stock method.

(4) COMMITMENTS AND CONTINGENCIES

        The Company is party to a lawsuit generally incidental to its business.
In the opinion of management, the disposition of this item will not have a 
material effect on the Company's business, financial condition or results of 
operations.  See Part II, Item 1 of this Quarterly Report.



                                      -6-


<PAGE>   7
(5) NEW PRONOUNCEMENTS

        Effective with the first quarter of 1997, the Company has adopted
Statement of Financial Standards No. 121 "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed Of."  Statement 121
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Adoption of this new pronouncement had no effect on the financial
statements for the period.

        During October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounts Standards No. 123 "Accounting for Stock Based
Compensation" effective for fiscal years beginning after December 15, 1995.
The new statement allows companies to continue accounting for stock based
compensation under the provisions of APB Opinion 25 "Accounting for Stock
Issued to Employees."  However, companies are encouraged to adopt a new
accounting method based on the estimated fair value of employee stock options.

        Companies that do not follow the new fair value based method will be
required to provide expanded disclosures in footnotes to the financial
statements.  The Company has elected to continue to account for its employee
stock compensation plans as prescribed under Opinion 25 and will make the pro-
forma disclosures of net income and earnings per share required by Statement 123
beginning with its financial statements for the year ended March 31, 1997.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         This Quarterly Report contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, with respect to
the financial condition, results of operations and business of the Company. Such
statements involve risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward-looking statements,
including without limitation the Company's dependence on the timely development,
introduction and customer acceptance of new products, the ability of the Company
to successfully implement its strategy of diversifying into the system products
business, the various effects on revenue, margins and operating expenses of
transitions in the Company's product lines and overall business, the impact on
revenue and margins of rapidly changing technology, competition, downward
pricing pressures and allocations of product among different sales channels as
well as supply and manufacturing constraints and costs, changes in plans,
programs or expenses for research, development or marketing, general economic
conditions, and the other risks and uncertainties detailed from time to time in
the Company's public announcements and SEC filings, including without limitation
the Form S-1 and Final Prospectus filed in November 1995 and the Company's
Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively.

         The information contained in this Quarterly Report is not a complete
description of the Company's business or the risks associated with an
investment in the Company.  More complete discussions can be found in the
Annual Report on Form 10-K filed July 1, 1996 and in the Final Prospectus, as
supplemented by the information contained in this Quarterly Report.



                                      -7-
<PAGE>   8
RESULTS OF OPERATIONS

         Net sales in the first quarter of the fiscal year ending March 31, 1997
("fiscal 1997") increased 42% to $30.9 million from $21.8 million in the same
period of the fiscal year ended April 1, 1996 ("fiscal 1996").  This was
primarily due to increased volume sales of the core microprocessor products and
the Company's introduction of its hyperSTATION(TM) line of system and board
products.

         Gross profit as a percentage of net sales for the quarter ended July
1, 1996 increased to 46% from 45% for the comparable period in fiscal 1996.
This improvement was primarily attributable to increases in sales volume which
resulted in increased efficiency and utilization of fixed manufacturing
overhead.  Improvement in gross profit in the first three months of fiscal 1997
was also attributable to sales of the Company's newly-introduced 166 MHz
hyperSPARC(TM) microprocessor product.  In the early stages of their product
life cycles, high performance products such as the 166 MHz product typically 
carry a higher average selling price and, consequently, higher gross profit.

         Research and development ("R&D") expenses in the first quarter of
fiscal 1997 decreased to 14% of net sales from 17% in the same quarter of fiscal
1996. However, absolute expenses increased $0.6 million in the first quarter of
fiscal 1997 from the comparable quarter in the prior fiscal year.  This increase
in R&D expense was primarily attributable to the addition of new personnel and
related overhead in the areas of new product design and new product development.
Additionally, R&D expenses increased as a result of pre-production costs
associated with qualifying newer generations of hyperSPARC microprocessors, as
well as the initial hyperSTATION and SPARCplug(TM) products, for production.
The Company expects that absolute levels of R&D expenses will continue to
increase in the future.

         Selling, general and administrative ("SG&A") expenses, as a percentage
of net sales, for the quarter ended July 1, 1996 increased to 11% versus 9% in
the comparable period for fiscal 1996.  In addition, absolute expenses in SG&A
increased $1.6 million from the comparable quarter in the prior year.  The
increase in SG&A as a percentage of net sales and in absolute expenses is
primarily attributable to the Company's expansion of its sales and marketing
staff and increased advertising and promotional activity associated with the
introduction of the new hyperSTATION and SPARCplug product lines as well as
continued advertising and promotional activity related to its microprocessor
business.  The Company expects that absolute levels of sales, general and
administrative expenses will continue to increase in the future.

         The Company recorded income from operations of $6.0 million in the
quarter ended July 1, 1996, compared with income from operations of $3.9 million
for the same period in the prior year.  This increase in operating profitability
resulted primarily from increased revenue as well as a decrease in operating
expenses as a percentage of net sales from 27% in the quarter ended July 3, 1995
to 26% during the same period in fiscal 1997.

         Interest income for the quarter ended July 1, 1996 was $0.1 million
versus interest expense of $0.7 million in the comparable period for fiscal
1996, reflecting the elimination of debt in the fourth quarter of fiscal 1996
and the proceeds of the Company's initial public offering in November 1995.

         During the quarter ended July 3, 1995, the Company utilized net
operating loss carryforwards to reduce its federal income tax liability.
However, the Company completely utilized its net operating loss carryforwards
during the fourth quarter of fiscal 1996 and as such paid taxes at the
statutory corporate rate during the quarter ended July 1, 1996.  The Company
expects to continue to pay taxes at the statutory corporate rate for the
foreseeable future.



                                      -8-
<PAGE>   9
LIQUIDITY AND CAPITAL RESOURCES

         During the first three months of fiscal 1997 the Company used $12.1
million of cash in operating activities compared with no net use of cash for the
first three months of fiscal 1996.  The increase in the use of cash is
principally attributable to the significant increase in inventory.  The Company
has strategically invested in inventory to ensure the availability of its
newly-introduced system products.  Both the hyperSTATION and the SPARCplug
products add additional manufacturing processes to the Company's traditional
manufacturing flow, and thus additional inventory is required to fill the
production line in order to meet the anticipated demand for both products.

         The increase in accounts receivable and accounts payable from April 1,
1996 to July 1, 1996 reflects both an increase in the volume of sales of the
Company's key products and a significant increase in production activities near
the end of the quarter.

         Cash used by investing activities was $2.3 million for the first three
months of fiscal 1997 compared with $1.0 million for the comparable period in
fiscal 1996.  The increase in the use of cash in investing activities was due
to capital expenditures that were required as part of the Company's expansion
into the systems business as well as to increase production capacity of the
Company's existing product lines.

         Cash provided by financing activities was $0.1 million for the three
month period ended July 1, 1996 compared to a use of cash of $0.4 million for
the comparable period in fiscal 1996.  This change reflects the retirement of
the Company's outstanding debt during the fourth quarter of fiscal 1996.

         The Company is in the process of finalizing a secured credit facility
with a major commercial bank.  The credit facility is subject to negotiation of
definitive documents and terms.  There can be no assurance that the Company and
the major bank will be able to negotiate a mutually acceptable credit facility
or that the Company's business and financial condition at any given time will
enable it to borrow funds pursuant to the credit facility or otherwise.  A
failure to obtain the credit facility or an inability to borrow funds at any
given time could have a material, adverse effect on the Company's business,
operating results and financial condition.

         The Company's principal source of liquidity as of July 1, 1996
consisted of $3.7 million of cash and cash equivalents.  As of July 1, 1996, the
Company had reduced its accumulated deficit to $10.9 million and had total
stockholders' equity of $70.3 million.





                                      -9-
<PAGE>   10
         The Company's payment terms with Fujitsu for purchases of silicon
wafers and multi-die packaging are longer than those generally available from
other suppliers.  Although the Company believes that such payment terms will
not change in the near future, there can be no assurance that Fujitsu will
continue to extend such favorable payment terms to the Company.  Shorter
payment terms would increase the Company's cash requirements.

         The Company anticipates that total payments under all operating leases
currently in place will be approximately $1.2 million, $1.4 million and $1.1
million for fiscal 1997, fiscal 1998 and fiscal 1999, respectively.  These
leases primarily cover test and manufacturing equipment and the Company's
existing facilities.

         The Company expects to incur additional capital expenditures of
approximately $6.0 million during the next 12 months, principally for computer
hardware and software, lab equipment and general office equipment and
furnishings.

         Because the Company must order products and build inventory
substantially in advance of product shipments, there is a risk that the Company
will forecast quality and product mix incorrectly and, therefore, produce excess
or insufficient inventories.  Because the markets for the Company's
microprocessor and system products are subject to rapid technological and price
changes, inventory may be subject to rapid obsolescence.  If the Company
forecasts incorrectly and produces insufficient inventory of particular
products, the Company may face order cancellations from or loss of customers,
who may seek to satisfy their needs from other suppliers.  In general, the
Company's customers may change delivery schedules or cancel orders without
significant penalty.  This inventory risk is heightened because the Company's
customers usually place orders with short lead times.  To the extent that the
Company produces excess or insufficient inventories of particular products, the
Company's operating results and financial condition could be materially
adversely affected.

         Based on its current plans, the Company believes that its existing
capital, together with cash flow from operations and financing activities, will
be sufficient to meet the Company's cash requirements during the next 12 months.
There can be no assurance, however, that changes in the Company's R&D plans or
other changes affecting the company's operating expenses, capital expenditures,
products, lines of business, business strategy, supplier and customer credit
arrangements, level of product and manufacturing integration, facilities,
employment and other matters will not result in the expenditure of such
resources before such time.  Beyond that time, the Company may require
additional equity or debt financing.  There can be no assurance that additional
capital, including capital from bank borrowings, will be available on terms
favorable to the Company, if at all.  To the extent that additional capital is
raised through the sale of additional equity or convertible debt securities, the
issuance of such securities could result in additional dilution to the Company's
stockholders.  Moreover, the Company's cash requirements may vary materially
from those now planned because of changes in the Company's business or capital
expenditure plans, product plans or technology, acquisitions or dispositions
of businesses or assets, changes in the Company's level of product and
manufacturing integration, results of research and development,





                                      -10-
<PAGE>   11
relationships with suppliers and customers, changes in the focus and direction
of the Company's research and development programs, competitive and
technological advances, the level of working capital required to sustain planned
growth, operating results (including the extent and duration of operating
losses), facilities, employment matters, and other factors.

FUTURE OPERATING RESULTS

         Future operating results will depend to a considerable extent on the
Company's ability to closely manage planned product enhancements and new product
introductions to ensure that adequate supplies of new products can be delivered
to meet customer demand.

         The Company is currently involved in a significant effort to diversify
its product lines and sources of revenue.  In fiscal 1996 and prior years,
substantially all of the Company's revenues were derived from sales of
microprocessors and MBus modules.  In the first quarter of fiscal 1997, the
Company shipped hyperSTATION motherboards and systems, which was the first time
that the Company had engaged in commercial sales of board and system products.
The Company intends to aggressively pursue and expand its board and systems
businesses, which will focus on performance- and value-enhanced products
incorporating the SPARC-industry-standard V8 architecture.  In the second half
of calendar 1996, the Company expects to ship its SPARCplug product and to
expand the range of its hyperSTATION products.  Other board and system products
are under development.

         The Company also intends to maintain and further its microprocessor
business.  In the second half of calendar 1996, the Company expects to ship its
'Colorado 4' 200 MHz hyperSPARC microprocessor in MBus modules and other
configurations.  Further extensions of the hyperSPARC line of microprocessors
are under development.  The Company is also conducting research and development
for new microprocessor designs based upon other advanced technologies.

         The Company believes that diversification of its product lines and
revenue sources will provide additional engines for future growth of revenues
and profits.  There can be no assurance, however, that this diversification
effort will be successful or profitable. The Company anticipates that the gross
profit margins of these new product lines will be consistent with other
companies participating in the workstation marketplace.





                                      -11-
<PAGE>   12
         As a result of the costs associated with deploying new product lines,
the Company expects its research and development and selling, general and
administrative expenses to be higher on a quarterly basis during the balance of
fiscal 1997 than during the first quarter.  Although these expenses can be
reduced if the Company's revenues are less than anticipated, the Company
considers that it is building an infrastructure that is critical to the
Company's future success and that represents a long-term investment in the
Company's future.  Therefore the Company may decide to undertake such expenses
even if the result would be an increase in such categories of expense as a
percentage of net revenues in a given fiscal quarter or for the fiscal year as a
whole.

         The Company's operating results have in the past, and may in the
future, vary due to a number of factors, including market acceptance of new or
enhanced versions of the Company's products, the Company's success in entering
new markets, the various effects on revenue, margins and operating expenses of
transitions in the Company's product lines and overall business, the timing and
extent of product development costs, changes in the mix of products sold and in
the mix of sales by distribution channel, competitive pricing pressures,
anticipated and unanticipated decreases in unit average selling prices of the
Company's products, availability and cost of products (particularly silicon
wafers) from the Company's suppliers, fluctuations in manufacturing yields, the
gain or loss of significant customers, new product introductions by the Company
or the Company's competitors, the competitiveness of the SPARC architecture, and
the timing of significant orders, order cancellations or rescheduling, all as
more fully described in the Company's Annual Report on Form 10-K filed on July
1, 1996 as well as the Form S-1 and Final Prospectus filed in November 1995.
Any unfavorable change in the foregoing or other factors could have a material
adverse effect on the Company's business, operating results and financial
condition.

         The Company operates in an industry characterized by increasing
competition, rapidly changing technology, and increasingly aggressive pricing.
As a result, the Company's future operating results will depend to a
considerable extent on its ability to rapidly and continuously, develop and
introduce new microprocessor and system technologies that offer its customers
enhanced performance at competitive prices.  The development of new
high-performance computer products is a complex and uncertain process requiring
high levels of innovation from the Company's designers and suppliers, as well
as accurate anticipation of customers' requirements and technological trends.
The Company is also increasingly dependent on the ability of its suppliers to
design, manufacture and deliver advanced components required for the timely
introduction of new products.  The failure of any of these suppliers to deliver





                                      -12-
<PAGE>   13
components on time or in sufficient quantities, or the failure of any of the
Company's designers to develop advanced innovative products on a timely basis,
could result in a significant adverse impact on the Company's operating
results.

         Once a hardware product is developed, the Company must rapidly bring
it to volume manufacturing, a process that requires accurate forecasting of
both volumes and configurations, among other things, in order to achieve
competitive yields and costs.  Upon introduction of new products, the Company
must also manage the transition from older, displaced products to minimize
disruptions in customer ordering patterns, reduce levels of existing product
inventory, and ensure that adequate supplies of new products can be delivered
to meet customer demand.

         Historically, average selling prices for microprocessors in general,
and for the Company's products in the time period during which they have been
commercially available, have decreased over the life of each specific product.
The Company expects that the average selling prices of its products will
continue to be subject to significant downward pressure in the future.  If the
Company is unable to introduce and gain market acceptance of new products with
higher average selling prices or reduce its costs sufficiently to offset
decreases in prices of existing products, the Company's gross profits and
operating results would be adversely affected.  In addition, because the
Company is continuing to increase its operating expenses for new product
development in anticipation of increasing sales levels, the Company's business
and operating results would be adversely affected if such sales levels were not
achieved.

         During the recent past, the Company's sales and gross margins have
been substantially impacted by the mix of OEM and upgrade customers, as well as
the mix of high-end and low-end products sold.  In addition, operating results
could be adversely affected by general economic and other conditions affecting
the timing of customer orders and capital spending or a downturn in the markets
for microprocessors or high-performance computer workstations.

         Sales to the Company's largest OEM customer, Sun Microsystems, Inc.
("Sun"), have varied substantially on a year-to-year and quarter-to-quarter
basis over the periods since fiscal 1991.  The Company's sales to Sun peaked, as
a percentage of net revenues, at 89% in the third quarter of fiscal 1991. The
Company's sales to Sun as a percentage of net revenues were 45% in fiscal 1996
and 32% in the first quarter of fiscal 1997, respectively.  The Company
anticipates that sales to Sun will continue to fluctuate significantly in the
future and that sales to Sun will be reduced in fiscal 1997, as compared with
fiscal 1996.  The Company is in ongoing discussions with Sun regarding potential
future design wins for the Company's current and future microprocessor and
system products, but there can be no assurance that the Company will achieve
future design wins with Sun.





                                      -13-
<PAGE>   14
PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings

         Rao Cherukuri et al. v. PeQuR Technology, Inc., et al., Civil No.
CV757267 (Santa Clara Superior Court).  On April 11, 1996, this action was filed
against, among others, the Company in the Superior Court of California (the
"Action").  The Action was brought by three former employees of PeQuR
Technology, Inc. ("PeQuR"), a Texas corporation which on January 4, 1995 sold
substantially all of its assets to ROSS Computer Corp. ("RCC"), then a
wholly-owned subsidiary of the Company.  Plaintiffs allege, among other causes
of action, fraud, deceit, and breach of fiduciary duty in connection with
certain alleged agreements by PeQuR to provide compensation to the plaintiffs in
the form of vested PeQuR stock which agreements, in turn, allegedly would have
entitled plaintiffs to receive a share of the proceeds of the asset sale to RCC,
to employment with the Company or RCC, and/or to receive shares of the Company's
Common Stock.  

         The Company believes that the plaintiffs' claims against it are
without merit and intends to defend this case vigorously.  Based on information
presently known to management, the Company does not believe that the ultimate
resolution of this lawsuit will have a material adverse effect upon the
financial condition or results of operations of the Company.

         As previously reported, the Company transferred its entire equity
interest in RCC to Fujitsu Limited, its majority stockholder, on March 26, 1996.


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

         On June 27, 1996, the Registrant's Board of Directors (the "Board")
voted, pursuant to Section 3.2 of the Registrant's Restated Bylaws, to reduce
the size of the Board from nine to eight members effective upon the election
of directors at the Registrant's Annual Meeting of Stockholders.

        On August 13, 1996 the Registrant held its Annual Meeting of
Stockholders, and all incumbent directors were re-elected to the Board except
for Mr. Satoshi Imokawa, who did not stand for re-election.

        An amendment and restatement of the Registrant's 1995 Qualified
Employee Stock Purchase Plan was approved by the Board on July 17, 1996 and by
the Registrant's stockholders on August 13, 1996.





                                      -14-


<PAGE>   15
ITEM 6.  Exhibits and Reports on Form 8-K


         (a)     Exhibits

<TABLE>
<CAPTION>
                 Exhibit
                   No.                                      Description
                 -------                                    -----------
                 <S>      <C>
                 3.1  -   Restated Certificate of Incorporation of Registrant*

                 3.2  -   Restated Bylaws of the Registrant

                 4.1  -   Specimen of Common Stock Certificate*

                 4.2  -   Stock Purchase Warrant issued by the Registrant to Sun Microsystems, Inc.*

                27    -   Financial Data Schedule
</TABLE>


         (b)     Reports on Form 8-K

                 None

______________________

*        Incorporated by reference to identically numbered exhibits to the
         Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
         January 1, 1996.





                                      -15-


<PAGE>   16
                                   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.

                                       ROSS TECHNOLOGY, INC.,
                                       a Delaware corporation



Date:  August 14, 1996                 /S/ DAVID A. ZELENIAK
      ------------------               --------------------------------------
                                       David A. Zeleniak
                                       Chief Financial Officer and Secretary





                                      -16-


<PAGE>   17
                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.      Description                                       Page No.
-----------      -----------                                       --------
<S>              <C>
 3.2             Restated Bylaws of the Registrant

27               Financial Data Schedule
</TABLE>





                                      -17-