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

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

                                     FORM 10-K/A
                                   AMENDMENT NO. 2
                                          to
                [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934


For The Fiscal Year Ended June 30, 1996    OR        Commission File No. 0-25298

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

                   For the transition period from ______ to ______

                                 OAK TECHNOLOGY, INC.
                (Exact name of Registrant as specified in its charter)

              DELAWARE                                   77-0161486
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation of organization)                    Identification No.)

    139 KIFER COURT                                          94086
    SUNNYVALE, CALIFORNIA                                  (Zip Code)
(Address of principal executive offices)

          Registrant's telephone number, including area code: (408) 737-0888
           Securities registered pursuant to Section 12(b) of the Act: NONE
             Securities registered pursuant to Section 12(g) of the Act:
                            Common Stock, $.001 PAR VALUE

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 past 12 months (or for such shorter period that the Registrant was required
to file such reports, and (2) has been subject to such filing requirements for
the past 90 days.
Yes [ X ] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference to Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $239,501,388 as of August 31, 1996, based upon the
closing price of the Registrant's Common Stock on the Nasdaq National Market
reported for August 30, 1996.  Shares of Common Stock held by each executive
officer and Director and by each person who beneficially owns more than 5% of
the outstanding Common Stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates.  This determination of
executive officer or affiliate status is not necessarily a conclusive
determination for other purposes.

40,328,165 shares of the Registrant's $.001 par value Common Stock were
outstanding at August 31, 1996.

                         DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or portions thereof) are incorporated by reference into
the Parts of this Form 10-K noted:  NONE

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                                     FORM 10-K/A

                                   AMENDMENT NO. 2

    The undersigned Registrant hereby amends Exhibit 10.17 filed pursuant to 
Item 14 of Form 10-K and files such amended exhibit herewith.

                                          2

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ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this Report:

Exhibit      
Number       Exhibit Title
-------      -------------

3.01         The Company's Restated Certificate of Incorporation (2)

3.02         The Company's Restated Bylaws (3)

4.01         Form of Specimen Certificate for the Company's Common Stock (1)

4.02         Amended and Re-stated Registration Rights Agreement dated as of 
             October 15, 1993 among the Company and various investors (1)

10.01        1988 Stock Option Plan, as amended, and related documents (1)*

10.02        1994 Stock Option Plan and related documents (1)*

10.03        1994 Outside Directors' Stock Option Plan and related 
             documents (1)*

10.04        1994 Employee Stock Purchase Plan (1)*

10.05        401(k) Plan and related documents (1) and Amendment Number One 
             and Supplemental Participation Agreement thereto*


                                     3


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10.06    Lease Agreement for 139 Kifer Court, Sunnyvale, California 
         dated August 3, 1988 between John Arrillaga, Trustee, or his 
         Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate 
         Property Trust) as amended and Richard T. Peery, Trustee, or his 
         Successor Trustee, UTA dated 7/20/77 (Richard T. Peery Separate 
         Property Trusts) as amended, and Justin Jacobs, Jr., dba Siri-Kifer 
         Investments, a joint venture, and the Company as amended June 1, 
         1990, and Consent to Alterations dated March 26, 1991 (1) and 
         amendments thereto dated June 15, 1995 and July 19, 1995


10.07    Lease Agreement for 140 Kifer Court, Sunnyvale, California 
         dated August 22, 1994 between John Arrillaga, Trustee, or his 
         Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate 
         Property Trust) as amended and Richard T. Peery, Trustee, or his 
         Successor Trust UTA dated 7/20/77 (Richard T. Peery Separate 
         Property Trust) as amended, and Justin Jacobs, Jr., dba Siri-Kifer 
         Investments, a joint venture, and the Company as amended June 1, 
         1990, and Consent to Alterations dated March 26, 1991 (1) and 
         amendment thereto dated June 15, 1995


10.08    Lease Agreement for 130 Kifer Court, Sunnyvale, California 
         dated June 15, 1995 between John Arrillaga, Trustee, or his 
         Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate 
         Property Trust) as amended and Richard T. Peery, Trustee, or his 
         Successor Trustee, UTA dated 7/20/77 (Richard T. Peery Separate 
         Property Trust) as amended, and the Company (5) and 
         amendments thereto dated June 15, 1995 and August 18, 1995

10.09    Form of Indemnification Agreement entered into by the 
         Company and each of its Directors and executive officers (1)

10.10    VCEP Agreement dated July 30, 1990 between the Company and 
         Advanced Micro Devices, Inc. (1)

10.11    Product License Agreement dated April 13, 1993 between the 
         Company and MediaChips, Inc. as amended September 16, 1993 (1)

10.12    Resolutions of the Board of Directors of the Company dated 
         July 27, 1994 setting forth the provisions of the Executive Bonus 
         Plan (1)(4)*

10.13    Option I Agreement dated June 7, 1995 between Oak 
         Technology, Inc. and Taiwan Semiconductor Manufacturing Co., 
         Ltd. (5)(6)

10.14    Option II Agreement dated June 7, 1995 between Oak 
         Technology, Inc. and Taiwan Semiconductor Manufacturing Co., 
         Ltd. (5)(6)

10.15    Option III Agreement dated August 17, 1995 between Oak 
         Technology, Inc. and Taiwan Semiconductor Manufacturing Co., 
         Ltd. (5)(6)

10.16    Employee Incentive Plan effective January 1, 1995 (7)*

10.17    Amendment Agreement (No. 1) dated September 25, 1996 to 
         Deposit Agreement dated November 8, 1995 between Chartered 
         Semiconductor Manufacturing Ltd. and Oak Technology, Inc. **

11.01+   Statement regarding computation of per share earnings

21.01+   Subsidiaries of the Registrant

23.01+   Consent of Independent Auditors

24.01+   Power of Attorney


                                      4



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

(1)      Incorporated herein by reference to the exhibit with the 
         same number filed with the Company's Registration Statement on Form 
         S-1 (File No. 33-87518) declared effective by the Securities and 
         Exchange Commission on February 13, 1995 (the "February 1995 
         Form S-1").

(2)      Incorporated herein by reference to Exhibit 3.04 to the 
         February 1995 Form S-1.

(3)      Incorporated herein by reference to Exhibit 3.05 to the 
         February 1995 Form S-1.

(4)      Confidential treatment has been granted with respect to 
         portions of this exhibit.

(5)      Incorporated by reference to the exhibit with the same 
         number filed with the Company's Annual Report on Form 10-K for the 
         year ended June 30, 1995.

(6)      Confidential treatment has been granted with respect to 
         portions of this exhibit.

(7)      Incorporated herein by reference to Exhibit 10.12 to the 
         Company's Registration Statement on Form S-1 (File No. 33-91808) 
         declared effective by the Securities and Exchange Commission on 
         May 11, 1995.

*        Indicates management incentive plan.
**       Confidential treatment requested as to portions of the 
         exhibit.
+        Previously filed.

(b)      Reports on Form 8-K.

         There were no Reports on Form 8-K filed by the Company 
         during the quarter ended June 30, 1996.

TRADEMARK ACKNOWLEDGEMENTS

         - Oak Technology, Inc. and the Oak logo are registered 
           trademarks of the Company. Spitfire, Eon, Pixel Magic, TelAudia 3D 
           and "Multimedia Solutions in Silicon" are trademarks of the Company.

         - All other brand names or trademarks appearing in the 
           Form 10-K are the property of their respective owners.


                                     5

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                                      SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:  December 31, 1996                         OAK TECHNOLOGY, INC.



                                        By:      /s/ SIDNEY S. FAULKNER
                                           -------------------------------------
                                             Sidney S. Faulkner
                                             Vice President, Finance,
                                             Chief Financial Officer
                                             and Secretary

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


Signature                   Title                                   Date
---------                   -----                                   ----

                         President, Chief Executive Officer    December 31, 1996
----------------------   and Director
David D. Tsang*          (Principal Executive Officer)


/s/ SIDNEY S. FAULKNER   Vice President, Finance,              December 31, 1996
----------------------   Chief Financial Officer and
Sidney S. Faulkner       Secretary
                         (Principal Financial and Accounting
                         Officer)


                         Executive Vice President,             December 31, 1996
----------------------   Chief Operating Officer and Director
Donald R. Bryson*


                         Director                              December 31, 1996
----------------------
Richard B. Black*


                         Director                              December 31, 1996
----------------------
Ta-Lin Hsu*


                         Director                              December 31, 1996
----------------------
Timothy Tomlinson*

* By Sidney S. Faulkner, attorney-in-fact


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