<PAGE>

         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-K/A-1

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

               For the Year Ended December 31, 1996

                                       OR

[  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the Transition Period from __________ to __________

                           Commission File No. 0-25502

                        INFORMATION STORAGE DEVICES, INC.
             (Exact name of registrant as specified in its charter)

                     California                    77-0197173
                (State or other jurisdiction       (IRS Employer
                incorporation or organization)     Identification No.)
                   2045 Hamilton Avenue, San Jose, CA 95125
            (Address of principal executive offices, including zip code)
     Registrant's telephone number, including area code: (408)369-2400

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

       Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock no par value

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X NO ____

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

      The aggregate  market value of voting stock held by  nonaffiliates  of the
Registrant,  was  approximately  $73,046,649  (based upon the closing  price for
shares of the  Registrant's  Common  Stock as  reported by the  National  Market
System  of the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotations  System on February  29,  1996).  Shares of Common Stock held by each
officer,  director and holder of 5% or more of the outstanding Common Stock have
been  excluded  in that  such  persons  may be  deemed  to be  affiliates.  This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.

      On December 31, 1996,  approximately  9,564,875 shares of Common Stock, no
par value, were outstanding.




<PAGE>



                     Information Storage Devices, Inc.             1996 10-K/A-1


                                    PART III

Item 10.     DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

  The  Company's  Bylaws  currently  provide that the number of directors of the
Company  shall be from four (4) to seven (7),  the actual  number to be fixed by
resolution of the Board. The current number of authorized directors is six (6).

<TABLE>
<CAPTION>


<S>                        <C>       <C>                                                               <C>
   Name of Director        Age                    Principal Occupation                            Director Since
   ----------------        ---                    --------------------                            --------------

David L. Angel             56        Chairman of the Board of the Company;                             1991
                                     Chief Executive Officer of the Company

Frederick B. Bamber        54        Managing Director of Applied Technology Investors, Inc.           1990
                                     and a General Partner of Technologies for Information &
                                     Publishing, L.P.

Eugene J. Flath            59        General Partner of AVI Management Partners                        1988

Alan V. King               62        Chairman of the Board and Chief Executive Officer of              1997
                                     Berkeley Integrated Technologies, Inc., Chairman of the
                                     Board of Arithmos, Inc. and a director of Smartflex Systems

Eric J. Ochiltree          49        President and Chief Operating Officer of the Company              1997

Frederick L. Zieber        55        President, Pathfinder Research, Incorporated                      1995
</TABLE>

----------
  Mr.  Angel has served as Chairman of the Board,  Chief  Executive Officer and
a director  of the Company  since  November  1996.  Mr. Angel served as
President,  Chief Executive  Officer and a director of the Company since he
joined  the  Company  in  February  1991.  From January 1989 to January 1991, he
was Group Vice  President of the Semiconductor Group of Dataquest, Inc., a
market  research company. He holds a B.Sc. degree from Marietta College.

  Mr.  Bamber has served as a director of the Company  since March 1990.  He has
been Managing Director of Applied Technology Investors,  Inc., a venture capital
firm, since January 1983 and a general partner of Technologies for Information &
Publishing,  L.P., a venture  capital firm and  shareholder of the Company since
June 1990. Since 1988, Mr. Bamber has also a been director of Interleaf, Inc. He
holds a B.A. degree from Yale  University and an M.B.A.  degree from the Wharton
School of Business of the University of Pennsylvania.

  Mr. Flath has served as a director of the Company  since  October 1988 and as
as  Chairman  of the  Board  from  January  1993  through November 1996.  He has
been a general  partner  of AVI  Management Partners, a venture capital firm and
an  affiliate  of  various Company shareholders, since February 1988.  Mr. Flath
holds a B.S.E.E. degree from the University of Wisconsin and an M.S.E.E. degree
from the University of New Hampshire.

  Mr.  King was  appointed  a director  of the Company in May 1997.  Mr. King
has been  Chairman  of the  Board  and  Chief  Executive Officer of Berkeley
Integrated  Technologies,  Inc. since September 1996.  He also has served as
Chairman  of the Board of  Arithmos, Inc. since February 1995 and has been a
director  of  Smartflex Systems since October 1993.  From September 1991 to
November 1994, he served as President and Chief Executive Officer of Silicon
Systems,  Inc. From  September 1986 to August 1991, he was President and Chief
Executive  Officer of Precision  Monolithics, Inc.  Mr. King holds a B.S.
Ceramic E. degree from the  University of Washington.

  Mr. Ochiltree joined the Company as President and Chief Operating Officer in
November 1996.  From August 1995 to November 1996, he was Vice President,
Products Group, of Exar  Corporation, a semiconductor company.  From August 1991
to August 1995, he served as Vice President of Analog Devices, Inc., and General
Manager of Analog's Santa Clara site.  He holds a B.S.E.E. degree from Georgia
Institute of Technology, an M.S.E.E. degree from Arizona State University, and
an M.B.A. degree from the University of Santa Clara.

<PAGE>


  Mr. Zieber was appointed a director of the Company in July 1995.  He has been
President of Pathfinder Research, Inc., a semiconductor industry consulting firm
he founded, since May 1991.  Mr. Zieber was employed by Dataquest, Inc. from
September 1974 until January 1991, most recently as Executive Vice President.
He holds B.S.E.E. and M.B.A. degrees from Stanford University.

  The  following  table  lists  certain  information   regarding  the  Company's
executive officers as of June 9, 1997.
<TABLE>
<CAPTION>
<S>                      <C>     <C>
Name                     Age                  Position
----                     ---                  --------

David L. Angel           56      Chairman of the Board and Chief Executive Officer

Karin L. Bootsma         32      Vice President, Marketing

James Brennan            53      Vice President, Technology and Advanced Development

Michael Geilhufe         53      Vice President, Business Development

P. Ross Hayden           52      Vice President, Sales

Eric J. Ochiltree        49      Director of the Board, President and Chief Operating Officer

Carl R. Palmer           45      Vice President, Engineering

Felix J. Rosengarten     62      Vice President, Finance and Administration and Chief Financial
                                 Officer, Assistant Secretary of the Board

Alfred R. Woodhull       57      Vice President, Manufacturing
</TABLE>

-----------
  Information regarding David L. Angel and Eric J. Ochiltree is listed above.

  Ms. Bootsma joined the Company in April 1993 as Marketing Manager.  She became
Director of Marketing in January 1994, Managing Director of Marketing in
November 1996, and she was appointed Vice President of Marketing in March 1997.
From July 1990 to April 1993, she was a Product Marketing Manager for Cirrus
Logic.  She holds a B.S.M.E. degree from the University of the Pacific and an
M.B.A. degree from the University of Santa Clara.

  Mr. Brennan joined the Company in June 1995 as principal engineer and was
appointed Vice President, Technology and Advanced Development in March  1996.
From 1989 until he joined the Company Mr. Brennan held a similar position at
Intel.  Mr. Brennan has a B.S.E.E. degree from Duke University and an M.S.E.E.
degree from the University of Houston.

  Mr. Geilhufe co-founded the Company in December 1987.  He has served as Vice
President, Business Development since February 1997 and Vice President, Quality
and Reliability from May 1993 to February 1997.  From June 1989 to May 1993, he
served as Vice President, Manufacturing of the Company.  Mr. Geilhufe was also a
director of the Company from December 1987 to May 1990.  He holds a B.S.E.E.
degree from the University of California at Berkeley, an M.S.E.E. degree from
California State University at Long Beach and an M.B.A. degree from the
University of Santa Clara.

  Mr. Hayden joined the Company in December 1993 as Director of North  American
Sales.  He became Director of World Wide Sales in August 1996 and was appointed
Vice President of Sales in February 1997.  From April 1993 to December 1993, he
was Director of World Wide Sales for Austek Microsystems.  He holds B.S.E.E. and
M.S.E.E. degrees from the University of Louisville.

  Mr. Palmer joined the Company in November 1995 as Director, IC Design  Center,
and was appointed Vice President, Engineering in March 1996.  From 1983 until he
joined the Company, Mr. Palmer held various engineering management positions at
SuperFlow Corporation in Colorado Springs, Colorado, the most recent being Vice
President, Engineering.  He holds B.S.E.E. and M.S.E.E. degrees from University
of Florida and an M.B.A. from the University of Colorado.

  Mr. Rosengarten joined the Company as Acting Vice President of Finance and
Administration in March 1991.  He was appointed Chief Financial Officer of the
Company in May 1991 and was elected Vice President, Finance and Administration
and Chief Financial Officer in July 1991.  From May 1989 to December 1990, he
was  Vice President and General Manager of the West Coast operations of Drytek,
Inc., a semiconductor processing equipment manufacturer.  Mr. Rosengarten has a
B.S. Chem.E. degree from Cornell University and an M.B.A. degree from Villanova
University.

<PAGE>

  Mr. Woodhull has served as Vice President,  Manufacturing  since he joined the
Company in April 1994.  From November 1989 to April 1994, he was Vice President,
Operations, of Avasem, a semiconductor company, and of Avasem/ICS after Avasem's
acquisition  by  Integrated  Circuit  Systems,  Inc.  He was  also  founder  and
President of Advanced World Products,  a company providing  duplication services
and equipment  repair,  from October 1989 to December 1992. From January 1987 to
November 1989, Mr.  Woodhull was Vice President and General  Manager of National
Computer  Consulting,  Inc., a distributor of computer  supplies.  Mr.  Woodhull
completed undergraduate studies through Lafayette College.

Section 16(a) Beneficial Ownership Reporting Compliance

  Section 16 of the Exchange Act as amended,  requires the  Company's  directors
and  officers,  and persons who own more than 10% of a  registered  class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange  Commission.  Such persons
are required by SEC regulation to furnish the Company with copies of all Section
16(a)  forms they file.  Based  solely on its review of the copies of such forms
furnished to the Company and written representations from the executive officers
and directors of the Company,  the Company believes that all filings required to
be made by the Company's  officers,  directors and 10% shareholders  during 1996
were made in a timely manner.

Item 11.     EXECUTIVE COMPENSATION

  The following table sets forth all compensation  awarded to, earned by or paid
for services  rendered to the Company in all capacities by, the Company's  Chief
Executive Officer and the Company's four other most highly compensated executive
officers (together, the "Named Officers") during 1996, 1995 and 1994.

                           Summary Compensation Table

                               Annual Compensation
                               -------------------
<TABLE>
<CAPTION>
<S>                                             <C>       <C>            <C>       <C>                 <C>
                                                                                                       All Other
Name and Principal Position                     Year      Salary         Bonus     Options Granted     Compensation
---------------------------                     ----      ------         -----     ---------------     ------------

David L. Angel..............................    1996      $175,000          $0       282,000 (1)       $235,245 (2)
 Chairman and Chief Executive Officer           1995       175,000      30,000        82,000                  0
                                                1994       140,000     200,000             0             37,881 (3)

Carl R. Palmer..............................    1996       125,000      20,000        87,500 (4)         23,576 (5)
 Vice President, Engineering                    1995        15,019           0        25,000                  0

P. Ross Hayden..............................    1996        95,017           0        46,978 (6)         55,488 (7)
 Vice President, Sales                          1995        95,017           0        21,400            155,137 (8)
                                                1994        90,584           0             0             49,020 (9)

James Brennan...............................    1996       140,400           0        28,750                  0
 Vice President, Technology and Advanced        1995        74,683      20,000        25,000                  0
 Development

Felix J. Rosengarten........................    1996       130,000           0       111,500 (10)         8,525 (11)
 Vice President, Finance and Administration,    1995       130,000      30,000        31,000                  0
 and Chief Financial Officer                    1994       104,000      85,000             0              8,044 (12)
</TABLE>
-------------
(1)Mr.  Angel  received  100,000  shares as new option  grants in 1996.  Options
   granted  represent  these  current  grants  plus grants  associated  with the
   repricing of his 1995 and 1996 option grants, which were cancelled.

(2)Represents  compensation  in connection  with the sale of the Company's stock
   issued  upon the  exercise  of stock  options in the amount of  $213,000  and
   payment for vacation accrued in excess of 20 days in the amount of $22,245.

(3)Represents  premium for term life  insurance of $595 and payment for vacation
   accrued in excess of 20 days in the amount of $4,846,  and forgiveness by the
   Company of $32,440 of indebtedness.

<PAGE>

(4)Mr.  Palmer  received  32,500  shares as new option  grants in 1996.  Options
   granted  represent  these  current  grants  plus grants  associated  with the
   repricing  of his 1995  option  grants and 30,000  shares of his 1996  option
   grants, which were cancelled.

(5)Represents compensation for relocation.

(6)Mr.  Hayden  received  25,878  shares as new option  grants in 1996.  Options
   granted   represent  20,878  shares  of  these  current  grants  plus  grants
   associated  with the repricing of 21,100 shares of his 1995 option grants and
   5,000 shares of his 1996 option grants, which were cancelled.

(7)Represents  compensation  in connection  with the sale of the Company's stock
   issued  upon the  exercise  of stock  options in the  amount of  $17,750  and
   commissions in the amount of $37,738.

(8)Represents  compensation  in connection  with the sale of the Company's stock
   issued  upon the  exercise  of stock  options in the  amount of  $82,625  and
   commissions in the amount of $72,512.

(9)Represents commissions.

(10)Mr. Rosengarten received 40,500 shares as new option grants in 1996. Options
   granted  represent  these  current  grants  plus grants  associated  with the
   repricing  of his 1995  option  grants and 40,000  shares of his 1996  option
   grants, which were cancelled.

(11)Represents payment for vacation accrued in excess of 20 days.

(12)Represents  premium for term life insurance of $444 and payment for vacation
    accrued in excess of 20 days in the amount of $7,600.


  The following  table shows,  as to each of the Named  Officers,  option grants
during  the  last  year and the  potential  realizable  value of those  options,
assuming 5% and 10% appreciation, at the end of their term:


                                    Option Grants in 1996
<TABLE>
<CAPTION>
<S>                    <C>            <C>                 <C>          <C>             <C>          <C>

                            Individual Grants
                       ----------------------------
                       Number of      % of Total                                      Potential Realizable Value
                       Securities     Options                                          at Assumed Annual Rates
                       Underlying     Granted to                                      of Stock Price Appreciation
                       Options        Employees in        Exercise     Expiration           for Option Term
                                                                                     -----------------------------
    Name               Granted (1)    Current Year (2)    Price        Date (3)           5% (4)       10% (4)
--------------------   -----------    ----------------    -----        --------           ------       -------
David L. Angel         100,000 (5)          4.0%          $8.38         3/21/06         $526,699    $1,334,759
David L. Angel         182,000              7.3%           6.88         9/24/06          786,904     1,994,170
Carl R. Palmer          30,000 (5)          1.2%           8.38         9/24/06          158,010       400,428
Carl R. Palmer          55,000              2.2%           6.88         9/24/06          237,801       602,634
Carl R. Palmer           2,500              0.1%           6.81        12/19/96           10,712        27,145
P. Ross Hayden           5,000 (5)          0.2%           8.38         3/21/06           26,335        66,738
P. Ross Hayden          26,100              1.0%           6.88         9/24/06          112,847       285,977
P. Ross Hayden          20,878              0.8%           6.81        12/19/96           89,455       226,697
James Brennan           10,000              0.4%           8.38         3/21/06           52,670       133,476
James Brennan           18,750              0.7%           6.81        12/19/96           80,337       203,591
Felix J. Rosengarten    40,000 (5)          1.6%           8.38         3/21/06          210,680       533,904
Felix J. Rosengarten    71,000              2.8%           6.88         9/24/06          306,979       777,946
Felix J. Rosengarten       500              0.0%           6.81        12/19/96            2,142         5,429

</TABLE>
------------------


<PAGE>


(1)Options  granted under the Company's  1994 Stock Option Plan typically have a
   10-year term, vest over a four-year period of employment and have an exercise
   price equal to market value on the date of grant.

(2)Options to purchase an aggregate  of 1,658,950  shares of Common Stock of the
   Company  were granted to  employees  during the year ended  December 31, 1996
   plus options to purchase  849,048 shares of Common Stock were re-granted as a
   result of repricing in September 1996.

(3)Options may terminate before their expiration dates if the optionee's  status
   as an employee or consultant is terminated, upon the optionee's death or upon
   an acquisition of the Company.

(4)Potential realizable value is based on an assumption that the market price of
   the stock appreciates at the stated rate, compounded annually,  from the date
   of  grant  until  the end of the  ten-year  option  term.  These  values  are
   calculated  based on requirements  promulgated by the Securities and Exchange
   Commission  and do not reflect the  Company's  estimate of future stock price
   appreciation.  Annual compounding results in total appreciation of 63% (at 5%
   per year) and 159% (at 10% per year).  If the price of the  Company's  Common
   Stock were to  increase at such rates from the  exercise  price over the next
   ten years,  the resulting  stock prices at 5% and 10%  appreciation  would be
   $12.01 and $19.13, respectively.

(5)This option was cancelled in September 1996 in connection  with the repricing
   as  shown in the  Summary  Compensation  and the  Ten-Year  Option  Repricing
   Tables.

  The following table sets forth certain information  concerning the exercise of
options by each of the Named  Officers  during  1996,  including  the  aggregate
amount of gain on the date of  exercise.  In  addition,  the table  includes the
number of shares covered by both exercisable and unexercisable  stock options as
of December 31, 1996.  Also reported are values of  "in-the-money"  options that
represent the difference  between the respective  exercise prices of outstanding
stock  options and the fair market  value of the  Company's  Common  Stock as of
December  31,  1996  ($7.375  per  share),  based  on the  closing  price of the
Company's  stock on  December  31,  1996.  No  stock  appreciation  rights  were
exercised during 1996, and no stock appreciation  rights were outstanding at the
end of the year.

                   Aggregate Option Exercises in 1996 and Year-End Option Values
<TABLE>
<CAPTION>
<S>                         <C>                <C>           <C>             <C>             <C>             <C>

                                                                      Number of
                                                                 Securities Underlying         Value of Unexercised
                                                                  Unexercised Options          In-the-Money Options
                                                                    at Year-End (#)                 at Year-End
                                 Shares                          ---------------------         ---------------------
                                Acquired         Value
      Name                   on Exercise (#)   Realized (1)   Exercisable    Unexercisable    Exercisable    Unexercisable
--------------------------   ---------------   ------------   -----------    -------------    -----------    -------------
David L. Angel............            46,875       $540,781        19,097          199,361       $129,382         $208,621
Carl R. Palmer............                 0              0             0           57,500              0           28,905
P. Ross Hayden............             2,000         23,750         2,150           49,894          9,406           37,540
James Brennan.............                 0              0         8,542           45,208              0                0
Felix J. Rosengarten......            10,000         80,000        17,435           75,666        121,138           64,161
</TABLE>

--------------
 (1) "Value  Realized"  represents the fair market value of the shares of Common
   Stock  underlying  the options on the date of  exercise  based on the closing
   price of the Company's stock on the date of exercise.

Compensation Committee Report on Stock Option Exchange

  In  September  1996,  the  Compensation  Committee  offered  to all  employees
(including  officers) the opportunity to cancel stock options  outstanding  with
exercise  prices in excess of $6.875,  the fair  market  value of the  Company's
Common  Stock at that time,  in exchange for options  exercisable  at $6.875 per
share. The new options were otherwise identical to the cancelled options, except
that the vesting  schedule of the new options  granted to all  employees  of the
Company at the director  level and above,  including all Company  officers,  was
adjusted to begin on September 24, 1996, with any prior vesting being forfeited.
All other employees  retained the prior vesting date. The option exchange was an
acknowledgment of the importance to the Company of providing equity incentives


<PAGE>

to key  employees  in order to promote  long-term  retention  of key  employees,
motivate high levels of performance and recognize employee  contributions to the
success of the Company.  The Compensation  Committee believed that stock options
that are "out of the  money" are not an  effective  tool to  encourage  employee
retention or to motivate high levels of performance.  The Compensation Committee
decided to include  officers in the exchange  because of the importance of their
administrative  and  technical  leadership  to  the  success  of  the  Company's
business.

  The following table sets forth information concerning the repricing of options
held by the Named Officers during 1995 and 1996.

                                    Ten-Year Option Repricing Table
<TABLE>
<CAPTION>

<S>                   <C>          <C>         <C>          <C>          <C>         <C>
                                                  Market     Exercise                      Length of
                                     Option     Value at     Price at         New    Original Option
                        Date of      Shares      Time of      Time of    Exercise    Term at Time of
Name                  Repricing    Repriced    Repricing    Repricing       Price          Repricing
------------------    ---------    --------    ---------    ---------    --------    ---------------
Angel, David            9/24/96      82,000        $6.88       $15.00       $6.88     8 yrs., 5 mos.
Angel, David            9/24/96     100,000         6.88         8.38        6.88     9 yrs., 6 mos.

Brennan, James               --          --           --           --          --                 --

Hayden, Ross           12/19/95      21,100        10.50        15.00       10.50     9 yrs., 2 mos.
Hayden, Ross            9/24/96      21,100         6.88        10.50        6.88     9 yrs., 3 mos.
Hayden, Ross            9/24/96       5,000         6.88         8.38        6.88     9 yrs., 6 mos.

Palmer, Carl            9/24/96      25,000         6.88        10.50        6.88     9 yrs., 3 mos.
Palmer, Carl            9/24/96      30,000         6.88         8.38        6.88     9 yrs., 6 mos.

Rosengarten, Felix      9/24/96      31,000         6.88        15.00        6.88     8 yrs., 5 mos.
Rosengarten, Felix      9/24/96      40,000         6.88         8.38        6.88     9 yrs., 6 mos.

</TABLE>

                                        COMPENSATION COMMITTEE
                                          Frederick B. Bamber
                                          Eugene J. Flath
                                          Frederick L. Zieber

Director Compensation

  Directors of the Company do not receive any compensation for their services as
such but are reimbursed for their reasonable  expenses in attending  meetings of
the  Board of  Directors.  The  Board of  Directors  adopted,  and  shareholders
approved  adoption  of, the 1994  Directors  Stock  Option Plan (the  "Directors
Plan") in September 1994 which became effective on February 16, 1995.

  Under the Directors Plan, each non-employee  director initially elected to the
Board of Directors on or after  February  16, 1995 is  automatically  granted an
option to purchase 7,500 shares of Common Stock  ("Initial  Option") on the date
such director first joins the Board. In addition, each non-employee director was
granted a succeeding  option  ("Succeeding  Option") to purchase 7,500 shares of
Common  Stock on the  anniversary  of such  director's  election to the Board of
Directors.  The right to purchase  these  shares vests at the rate of 25% of the
shares for each year following the date of grant that the non-employee  director
continuously  remains a director of the Company.  Effective  March 21, 1996, the
Directors Plan was amended to provide that all Succeeding Options for 1996 would
be granted on March 21, 1996 and would vest  ratably  over the  remainder of the
year.  Initial  Options  granted  on or after  March  21,  1996  will  also vest
one-twelfth  per month.  After 1996, all  Succeeding  Options will be granted on
January 1 of each year and vest at the rate of  one-twelfth  per  month,  for as
long  as the  non-employee  director  continuously  remains  a  director  of the
Company.  The maximum  number of shares  issuable to any  non-employee  director
under the Directors  Plan is 30,000.  The exercise price for such options is the
fair market value of the Common  Stock on the date of grant.  A total of 120,000
shares of Common Stock is reserved for issuance under the Directors Plan, 67,500
of which were subject to outstanding options as of June 9, 1997.

<PAGE>



  On March 21,  1996,  Mr.  Bamber and Mr.  Flath were each  granted  Succeeding
Options to purchase 7,500 shares at an exercise price of $8.375 per share. These
options  became fully  vested on December 31, 1996.  From March 20, 1996 through
October 28, 1996,  Mr. Flath was an employee of the Company and  ineligible  for
option grants under the Directors Plan during this time. In connection  with his
employment,  Mr.  Flath was granted an option to purchase  50,000  shares of the
Company's Common Stock under the Company's 1994 Equity  Incentive Plan.  Messrs.
Zieber,  Flath and Bamber each  received  Succeeding  Options to purchase  7,500
shares on January 1, 1997 at an  exercise  price of $7.375 per share.  Mr.  King
received an Initial  Option to purchase 7,500 shares under the Directors Plan on
May 30, 1997,  vesting over a one year period at an exercise price of $7.125 per
share.

  The  information  required by this item that appears  under Item.
13 is incorporated herein by reference.


<PAGE>



                                   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 report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                        INFORMATION STORAGE DEVICES, INC.

                          By:   /S/ FELIX J. ROSENGARTEN
                                -------------------------------------------
                                Felix J. Rosengarten
                                Vice President, Finance and Administration,
                                Chief Financial Officer

                        Date:  July 21, 1997
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