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 Fiscal Year Ended December 31, 1997

                                       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  $72,585,252  (based upon the closing  price for
shares of the  Registrant's  Common  Stock as  reported  by the Nasdaq  National
Market on  February  28,  1998).  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 February  28,  1998,  approximately  9,842,068 shares of Common Stock,
       no par value, were outstanding.

<PAGE>


                                     PART IV

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

(a)   1.  Financial Statements.

   The  following   financial   statements  and  Report  of  Independent  Public
Accountants are included in Item 8 of this report.

       Balance Sheets at December 31, 1997 and 1996
       Statements of Operations for the years ended December 31, 1997, 1996, and
       1995 Statements of Stockholders'  Equity for the years ended December 31,
       1997,  1996,  and 1995  Statements  of Cash  Flows  for the  years  ended
       December 31, 1997, 1996, and 1995 Notes to Financial Statements Report of
       Independent Public Accountants

      2.  Financial Statement Schedules.

   The following  financial  statement  schedule is filed as part of this Annual
Report on Form 10-K.

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<S>              <C>                             <C>   
 
                                                             Page (s) in
                                                            Annual Report
                   Description                                Form 10-K
                   -----------                              -------------

  Schedule II - Valuation and Qualifying Accounts.......          F-1
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   All other  schedules  are omitted  because  they are not  applicable,  or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

      3.   Exhibits -

                                INDEX TO EXHIBITS
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          Exhibit
          Number                     Exhibit Title
          -------                    -------------

           3.01 -- Registrant's Articles of Incorporation, as amended to date(1)
           3.03 -- Registrant's Bylaws, as amended to date(2)
           3.04 -- Certificate of Determination specifying the terms of the Series A 
                   Participating Preferred Stock of the Registrant as filed with the 
                   California Secretary of State on December 28, 1995(3)
           4.01 -- Form of Specimen Certificate for Registrant's Common Stock(2)
           4.02 -- Amended and Restated Registration Rights Agreement, dated as
                   of July 8, 1991, as amended(1)
           4.03 -- Rights Agreement dated December 28, 1995, between the Registrant 
                   and the First National Bank of Boston, as Rights Agent, and
                   related documents(3)
          10.01 -- Registrant's 1987 Stock Option Plan, as amended, and related
                   documents(4)*
          10.02 -- Registrant's 1994 Equity Incentive Plan, as amended, and related
                   documents(5)*
          10.03 -- Registrant's 1994 Directors Stock Option Plan and related documents(6)*
          10.04 -- Registrant's 1994 Employee Stock Purchase Plan and related
                   documents, as amended(5)*
          10.05 -- Form of Indemnification Agreement entered into with each of
                   Registrant's directors and executive officers(2)*
          10.08 -- Lease Agreement between Registrant and Greylands Business
                   Park, Phase I dated August 24, 1994, together with Addendum dated
                   July 25, 1995(1)
          10.09 -- Wafer Foundry Agreement between Registrant and Samsung Electronics Co., Ltd.,
                   dated December 26, 1992 as amended(1)** together with Amendment to Wafer 
                   Foundry Agreement Process and Storage Cell Technology License dated 
                   December 26, 1995(7)
<PAGE>

          10.21 -- Acceptance, Letter of Credit, Loan and Security Agreements between 
                   Registrant and Union Bank dated June 30, 1997 (includes related Summary
                   Schedules)
          10.22 -- Agreement for Contract  Manufacturing between Registrant and
                   Rohm Electronics,  a Division of Rohm Corporation,  dated as of 
                   November 27, 1995(7)**
          10.23 -- Form of Employment Agreement dated January 19, 1996 between Registrant 
                   and all of the Company's executive officers and certain key employees(6)*
          10.24 -- Form of Amended and Restated Employment Agreement dated May 14, 1996 between
                   Registrant and certain of the Company's executive officers(4)*
          10.25 -- Form of Amended and Restated Employment Agreement dated November 19, 1996 
                   between Registrant and certain of the Company's executive officers(8)*
          10.26 -- International Distributorship Agreement between Registrant and Marubun Corporation
                   effective as of April 12, 1994(9)
          23.01 -- Consent of Arthur Andersen LLP, Independent Public Accountants
          27.01 -- Financial Data Schedule
          27.02 -- Restated Financial Data Schedule for the nine months ended September 27, 1997 (10)
          27.03 -- Restated Financial Data Schedule for the six months ended June 28, 1997 (10)
          27.04 -- Restated Financial Data Schedule for the three months ended March 29, 1997 (10)
          27.05 -- Restated Financial Data Schedule for the year ended December 31, 1996 (10)
          27.06 -- Restated Financial Data Schedule for the nine months ended September 28, 1996 (10)
          27.07 -- Restated Financial Data Schedule for the six months ended June 30, 1996 (10)
          27.08 -- Restated Financial Data Schedule for the three months ended March 31, 1996 (10)
          27.09 -- Restated Financial Data Schedule for the year ended December 31, 1995 (10)
 
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      ----------
      *   Management contract or compensatory plan or arrangement.

      **  Confidential treatment has been granted for portions of this 
          document. Such portions have been omitted from this filing and have
          been filed separately with the Securities and Exchange Commission.

      (1) Incorporated by reference to the exhibit of the same number filed
          with Registrant's Form S-1 Registration Statement (File No. 33-94852).

      (2) Incorporated by reference to the exhibit of the same number filed
          with Registrant's Form S-1 Registration Statement (File No. 33-86458).

      (3) Incorporated  by  reference  to the exhibit of the same number filed
          with Registrant's Form 8-K filed on or about January 5, 1996.

      (4) Incorporated  by  reference  to the exhibit of the same number filed
          with Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1996.

      (5) Incorporated by reference to the exhibit of the same number filed
          with Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 27, 1997.

      (6) Incorporated  by  reference  to the exhibit of the same number filed
          with Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996.

      (7) Incorporated  by  reference  to the exhibit of the same number filed
          with  Registrant's  Annual  Report on Form 10-K for the year ended 
          December 31, 1995.

      (8) Incorporated by reference to the exhibit of the same number filed
          with Registrant's Annual Report on Form 10-K for the year ended 
          December 31, 1996.

      (9) Incorporated by reference to the exhibit of the same number filed
          with Registrant's Quarterly Report on Form 10-Q for the quarter ended 
          June 28, 1997.
<PAGE>

     (10) Filed herewithin.

(b)  Reports on Form 8-K.  The  Company  filed no reports on Form 8-K during the
     fourth quarter of the fiscal year ended December 31, 1996.

(c)  The exhibits required by this Item are listed under Item 14 (a) 3 above.

(d)  The financial statement schedule required by this Item is listed under Item
     14 (a) 2 above.




<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 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:  May 7, 1998


   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities an on the dates indicated.
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Signature                      Title                                            Date
---------                      -----                                            ----


/S/ DAVID L. ANGEL             Chairman of the Board, Chief Executive           May 7, 1998
                               Officer and Director
-------------------------      (Principle Executive Officer)
David L. Angel 


/S/ FELIX J. ROSENGARTEN       Vice President, Finance and Administration,      May 7, 1998
                               and Chief Financial Officer
-------------------------      (Principal Financial Officer and
Felix J. Rosengarten           Principal Accounting Officer)


/S/  FREDERICK B. BAMBER       Director                                         May 7, 1998
-------------------------
Frederick B. Bamber


/S/ EUGENE J. FLATH            Director                                         May 7, 1998
-------------------------
Eugene J. Flath


/S/ ALAN V. KING               Director                                         May 7, 1998
-------------------------
 Alan V. King


/S/ ERIC J. OCHILTREE          Director                                         May 7, 1998
-------------------------
 Eric J. Ochiltree


/S/ FREDERICK L. ZIEBER        Director                                         May 7, 1998
-------------------------
Frederick L. Zieber

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