<PAGE>
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                               UNITED STATES
                    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 Quarterly Period Ended March 31, 1997     Commission File No. 0-23596

                                    OR

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

               For the transition period from            to

                            ___________________

                         C-CUBE MICROSYSTEMS INC.
          (Exact name of registrant as specified in its charter)

            Delaware                       77-0192108
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

                    1778 McCarthy Boulevard
                  Milpitas, California  95035
     (Address and zip code of principal executive offices)

Registrant's telephone number, including area code:    (408) 944-6300

Former name, former address and former fiscal year, if changed since last
year:     N/A

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

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

As of April 30, 1997, 36,422,563 shares of the Registrant's Common Stock
were outstanding.

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<PAGE>

                         C-CUBE MICROSYSTEMS INC.

                             TABLE OF CONTENTS



Part I.   Financial Information

Item 1.     Financial Statements:
            Condensed Consolidated Balance Sheets
            March 31, 1997 and December 31, 1996

            Condensed Consolidated Statements of Operations
            Quarter ended March 31, 1997 and 1996

            Condensed Consolidated Statements of Cash Flows
            Quarter ended March 31, 1997 and 1996

            Notes to Condensed Consolidated Financial Statements

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


Part II.  Other Information

Item 1.     Legal Proceedings

Item 2.     Changes in Securities

Item 3.     Defaults Upon Senior Securities

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

Item 5.     Other Information

Item 6.     Exhibits and Reports on Form 8-K

Signatures





<PAGE>

                      PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

                         C-CUBE MICROSYSTEMS INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (In thousands, except par value amounts)

                                               March 31,    December 31,
                                                 1997           1996
                                               --------       --------
                                              (Unaudited)
                            ASSETS
Current assets:
  Cash and equivalents                         $103,731       $ 76,241
  Short-term investments                          4,985          6,005
  Receivables -- net                             54,856         40,706
  Inventories                                    19,607         28,056
  Deferred taxes                                 16,425         18,423
  Other current assets                           14,929         23,246
                                               --------       --------
          Total current assets                  214,533        192,677
Property and equipment -- net                    24,101         22,653
Production capacity rights                       45,150         46,200
Distribution rights -- net                        1,771          1,812
Purchased technology -- net                      12,023         12,895
Other assets                                      3,200          3,278
                                               --------       --------
          Total                                $300,778       $279,515
                                               ========       ========

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable                                $ 24,500       $ 24,500
  Accounts payable                               18,662         18,320
  Accrued liabilities                            22,442         17,823
  Deferred contract revenue                       1,721          6,710
  Current portion of long-term obligations          780            837
                                               --------       --------
          Total current liabilities              68,105         68,190
Long-term obligations                            87,587         87,700
Deferred taxes                                    4,831          4,440
                                               --------       --------
          Total liabilities                     160,523        160,330
                                               --------       --------
Minority interest in subsidiary                     668            613
Stockholders' equity:
  Common stock, $0.001 par value, 50,000
    shares authorized; shares outstanding:
    1997 -- 36,370; 1996 -- 36,013              196,432        191,044
  Deferred stock compensation                      (144)          (250)
  Notes receivable from stockholders                 --           (305)
  Accumulated translation adjustments            (1,381)        (1,238)
  Unrealized loss on investments                    (49)           (13)
  Accumulated deficit                           (55,271)       (70,666)
                                               --------       --------
          Total stockholders' equity            139,587        118,572
                                               --------       --------
          Total                                $300,778       $279,515
                                               ========       ========

         See notes to condensed consolidated financial statements.

<PAGE>

                         C-CUBE MICROSYSTEMS INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except per share amounts)
                                (Unaudited)

                                                        Quarter Ended
                                                          March 31,
                                                      -----------------
                                                      1997         1996
                                                      ----         ----
Net revenues                                        $94,132      $68,100
Costs and expenses:
  Cost of revenues                                   40,975       31,979
  Research and development                           15,612        6,850
  Selling, general and administrative                13,070        7,800
                                                    -------      -------
     Total                                           69,657       46,629
                                                    -------      -------
Income from operations                               24,475       21,471
Other income (expense), net                          (1,067)         471
                                                    -------      -------
Income before income taxes and minority interest     23,408       21,942
Income tax expense                                    7,958        7,680
                                                    -------      -------
Income before minority interest                      15,450       14,262
Minority interest in net income of subsidiary            55          681
                                                    -------      -------
Net income                                          $15,395      $13,581
                                                    =======      =======
Net income per share                                $  0.41      $  0.38
                                                    =======      =======
Shares used in computation                           37,944       36,042
                                                    =======      =======

         See notes to condensed consolidated financial statements.

<PAGE>

                         C-CUBE MICROSYSTEMS INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                (Unaudited)

                                                      Quarter Ended March 31,
                                                      -----------------------
                                                         1997        1996
                                                         ----        ----
Cash flows from operating activities:
  Net income                                           $ 15,395    $ 13,581
  Adjustments to reconcile net income to net
     cash provided by operating activities:
     Minority interest in subsidiary                         55         681
     Depreciation and amortization                        3,489       1,105
     Deferred income taxes                                2,389          --
     Changes in assets and liabilities:
       Receivables                                      (14,503)    (13,697)
       Inventories                                        8,395         675
       Prepaids and other assets                          9,437         352
       Accounts payable                                     352       6,251
       Accrued liabilities                                1,030       4,209
                                                       --------    --------
  Net cash provided by operating activities              26,039      13,157
                                                       --------    --------
Cash flows from investing activities:
  Sales and maturities of short-term investments          2,500       6,700
  Purchases of short-term investments                    (1,524)    (34,595)
  Capital expenditures                                   (4,027)     (5,190)
  Other assets                                               78          17
                                                       --------    --------
  Net cash used in investing activities                  (2,973)    (33,068)
                                                       --------    --------
Cash flows from financing activities:
  Notes payable to banks -- net                              --      (1,044)
  Repayments of capital lease obligations                  (170)       (253)
  Sale of common stock, net of notes receivable           4,010       1,536
  Collection of stockholder notes receivable                305          91
                                                       --------    --------
  Net cash provided by financing activities               4,145         330
                                                       --------    --------
Exchange rate impact on cash and equivalents                279         102
                                                       --------    --------
Net increase (decrease) in cash and equivalents          27,490     (19,479)
Cash and equivalents, beginning of period                76,241     133,414
                                                       --------    --------
Cash and equivalents, end of period                    $103,731    $113,935
                                                       ========    ========
Supplemental schedule of noncash investing and
  financing activities:
  Unrealized gain (loss) on investments                $    (36)   $    (52)
Supplemental disclosure of cash flow information --
  Cash paid during the period for:
    Interest                                           $    106    $     147
    Income taxes                                             74        4,390

         See notes to condensed consolidated financial statements.

<PAGE>

                         C-CUBE MICROSYSTEMS INC.

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


1.  Basis of presentation

       In the opinion of management, these unaudited condensed
  consolidated financial statements include all adjustments, consisting
  only of normal recurring adjustments and accruals, C-Cube Microsystems
  Inc. ("C-Cube" or the "Company") considers necessary for a fair
  presentation of the Company's financial position as of March 31, 1997,
  and the results of operations and cash flows for the quarters ended
  March 31, 1997 and 1996. This unaudited quarterly information should be
  read in conjunction with the audited consolidated financial statements
  of C-Cube and the notes thereto included in the Company's Annual Report
  to Stockholders for the year ended December 31, 1996.

       The growth in revenues and operating income experienced by the
  Company in recent quarters is not necessarily indicative of future
  results. In addition, in view of the significant growth in recent years,
  C-Cube believes that period-to-period comparisons of its financial
  results should not be relied upon as an indication of future
  performance.

2.  Inventories

       Inventories are stated at the lower of cost or market. Cost is
  computed on a currently adjusted standard basis (which approximates
  actual cost on a current average or first-in, first-out basis).
  Inventories consist of:

                              March 31,   December 31,
                                1997          1996
                               -------       -------
                                   (in thousands)
        Finished goods         $14,335       $22,817
        Work-in-process          3,561         2,898
        Raw materials            1,711         2,341
                               -------       -------
                  Total        $19,607       $28,056
                               =======       =======

3.  Recently Issued Accounting Standard

       In February 1997, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 128, "Earnings per
  Share" ("SFAS 128"). The Company is required to adopt SFAS 128 in the
  fourth quarter of fiscal 1997 and will restate at that time earnings per
  share ("EPS") data for prior periods to conform with SFAS 128. Earlier
  application is not permitted.

       SFAS 128 replaces current EPS reporting requirements and requires
  the Company to present both basic and diluted EPS. Basic EPS excludes
  dilution and is computed by dividing net income by the weighted average
  of common shares outstanding for the period. Diluted EPS reflects the
  potential dilution that could occur if securities or other contracts to
  issue common stock were exercised or converted into common stock.

       If SFAS 128 had been in effect during the current and prior year
  periods, basic EPS would have been $0.43 and $0.41 for the quarters
  ended March 31, 1997 and 1996, respectively. Diluted EPS under SFAS 128
  would not have been significantly different from EPS currently reported
  for the periods.


<PAGE>

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

   This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in the forward-looking statements as a result of the risk factors
set forth in this report.

Quarter ended March 31, 1997

   The following table sets forth certain operating data as a percentage
of net revenues for the quarters ended March 31, 1997 and 1996:

                                      Quarter Ended March 31,
                                      -----------------------
                                         1997        1996
                                      ----------  -----------
  Net revenues                          100.0%      100.0%
  Costs and expenses:
    Cost of revenues                     43.5        47.0
    Research and development             16.6        10.1
    Selling, general and administrative  13.9        11.5
                                        -----       -----
            Total                        74.0        68.5
                                        -----       -----
  Income from operations                 26.0        31.5
  Interest income (expense), net         (1.1)        0.7
                                        -----       -----
  Income before income taxes and
     minority interest                   24.9        32.2
  Income tax expense                      8.5        11.3
                                        -----       -----
  Income before minority interest        16.4        20.9
  Minority interest in net income
     of subsidiary                        0.1         1.0
                                        -----       -----
  Net income                             16.4%       19.9%
                                        =====       =====

   The Company's quarterly and annual operating results have been, and
will continue to be, affected by a wide variety of factors that could have
a material adverse effect on revenues and profitability during any
particular period, including the level of orders which are received and can
be shipped in a quarter, the rescheduling or cancellation of orders by its
customers, competitive pressures on selling prices, changes in product or
customer mix, availability and cost of foundry capacity and raw materials,
fluctuations in yield, loss of any strategic relationships, C-Cube's
ability to introduce new products and technologies on a timely basis,
unanticipated problems in the performance of the Company's next generation
or cost-reduced products, the ability to successfully introduce products in
accordance with OEM design requirements and design cycles, new product
introductions by the Company's competitors, market acceptance of products
of both C-Cube and its customers, supply constraints for other components
incorporated into its customers' products, fluctuations in the Japanese yen
to U.S. dollar exchange rate, and the level of expenditures in
manufacturing, research and development, and sales, general and
administrative functions.

   In addition, C-Cube's operating results are subject to fluctuation in
the markets for its customers' products, particularly the consumer
electronics market, which has been extremely volatile in the past, and the
satellite broadcast and wireless cable markets, which are in an early
stage, creating uncertainty with respect to product volume and timing.
Furthermore, to the extent the Company is unable to fulfill its customers'
purchase orders on a timely basis, these orders may be canceled due to
changes in demand in the markets for its customers' products. Historically,
the Company has generally shipped a substantial portion of its product in
the last month of a given quarter. A significant portion of C-Cube's
expenses are fixed in the short term, and the timing of increases in
expenses is based in large part on the Company's forecast of future
revenues. As a result, if revenues do not meet the Company's expectations,
it may be unable to quickly adjust expenses to levels appropriate to actual
revenues, which could have a material adverse effect on the Company's
business and results of operations.

   The growth in revenues and operating income experienced by C-Cube in
recent quarters is not necessarily indicative of future results. In
addition, in view of the significant growth in recent years, the Company
believes that period-to-period comparisons of its financial results should
not be relied upon as an indication of future performance. Due to the
Company's dependence on the consumer electronics market, the substantial
seasonality of sales in that market could impact the Company's revenues and
net income. In particular, C-Cube believes that there may be seasonality in
the Asia-Pacific region related to the Chinese New Year, which falls within
the first calendar quarter, which would indicate relatively lower product
demand from mid-first quarter until mid-third quarter. If the future
geographic mix of the Company's sales shifts towards the U.S. and Europe,
C-Cube would anticipate higher revenues and net income in the third and
fourth calendar quarters as system manufacturers in these areas make
purchases in preparation for the holiday season, and comparatively less
revenues and net income in the first and second calendar quarters. The
Company's significant growth in prior periods makes it impossible to assess
the effect of any such seasonal trends on the Company's operating results.
There can be no assurance, however, that the Company's operating results
will not exhibit such seasonal characteristics.

   As a result of the foregoing, the Company's operating results and stock
price may be subject to significant volatility, particularly on a quarterly
basis. Any shortfall in net revenues or net income from levels expected by
securities analysts could have an immediate and significant adverse effect
on the trading price of the Company's common stock.

   The Company has recently experienced a period of significant growth
including its acquisition of DiviCom Inc., which has placed, and could
continue to place, a significant strain on the Company's limited personnel
and other resources. The combined Company's ability to manage any further
growth, should it occur, would require significant expansion of its
research and development and marketing and sales capabilities and
personnel. In particular, the Company has recently expanded its sales and
marketing organization to increase coverage of the United States, Europe
and the Asia-Pacific region. There can be no assurance that the Company
will be able to manage a broader sales and marketing organization. In
addition, the sale and distribution of products to numerous large customers
in diverse markets and the requirements of such customers for design
support would also place substantial demands on the Company's research and
development and sales functions. The Company's ability to manage any
further growth, should it occur, would depend upon its ability to manage
and potentially expand its foundry and subcontract manufacturing
relationships. The failure of the Company's management to effectively
expand or manage these functions consistent with any growth which may occur
could have a material adverse effect on the Company's business and results
of operations.

   The market price of C-Cube's common stock has fluctuated significantly
since the initial public offering in April 1994. The market price of the
common stock could be subject to significant fluctuations in the future
based on factors such as announcements of new products by C-Cube or its
competitors, quarterly fluctuations in C-Cube's financial results or other
semiconductor companies' financial results, changes in analysts' estimates
of C-Cube's financial performance, general conditions in the semiconductor
and digital video networking industries, conditions in the financial
markets and general conditions in the global economy which might adversely
affect consumer purchasing. In addition, the stock market in general has
experienced extreme price and volume fluctuations, which have particularly
affected the market prices for many high technology companies and which
have often been unrelated to the operating performance of the specific
companies. Many technology companies, including C-Cube, have experienced
historic highs in the market price of their equity securities within the
last 12 months. The market price of C-Cube's common stock has declined
substantially from such historic highs, and may continue to experience
significant fluctuations in the future.

   Net Revenues

   Net revenues in the first quarter of 1997 were $94.1 million, an
increase of 38.2% from the $68.1 million reported in the corresponding
quarter a year ago. Revenue from the Company's family of encoder products
increased primarily due to sales of program encoders developed by DiviCom,
which was acquired in the third quarter of 1996. Revenue from MPEG 1
decoder chips used in VideoCD players increased slightly from the first
quarter of 1996 reflecting a significant increase in volume shipments of
such products, substantially offset by price reductions made in response to
competition.

   International revenues accounted for 71% of net revenues for the first
quarter, compared to 76% for the same period last year. The decline in
international sales as a percentage of total sales is primarily due to
increased encoder revenue in the U.S. market. The Company expects that
international revenues will continue to represent a significant portion of
net revenues. The Company's success will depend in part upon its ability to
manage international marketing and sales operations and manufacturing
relationships. In addition, C-Cube purchases a substantial portion of its
assembly services from foreign suppliers. C-Cube's international
manufacturing and sales are subject to changes in foreign political and
economic conditions and to other risks including currency or export/import
controls, changes in tax laws, tariffs and freight rates and changes in the
ownership and/or leadership of international customers that may result in
delayed or canceled orders. For example, China and Taiwan comprise
substantial markets for consumer electronics products utilizing the
Company's MPEG 1 decoder products, such as VideoCD players. As a
consequence, any political or economic instability in such countries could
significantly reduce demand for products from certain of the Company's
major customers. The Company has made a significant investment in
additional foundry capacity in Taiwan and is subject to the risk of
political instability in Taiwan, including but not limited to the potential
for conflict between Taiwan and the People's Republic of China. The Company
manufactures and sells product to customers in Korea and is subject to the
risk of political instability in Korea, including the potential for
conflict between North and South Korea. In addition, the Company sells
certain of its products in international markets and buys certain products
from its foundries in currencies other than the U.S. dollar and as a
result, currency fluctuations could have a material adverse effect on the
Company's business and results of operations. With respect to international
sales that are denominated in U.S. dollars, increases in the value of the
U.S. dollar relative to foreign currencies can increase the effective price
of and reduce demand for the Company's products relative to competitive
products priced in the local currency. The United States has considered
trade sanctions against Japan and has had disputes with China relating to
trade and human rights issues. If trade sanctions were imposed, Japan or
China could enact trade sanctions in response. Because a number of the
Company's current and prospective customers and suppliers are located in
Japan and China, trade sanctions, if imposed, could have a material adverse
effect on C-Cube's business and results of operations. Similarly,
protectionist trade legislation in either the United States or foreign
countries could have a material adverse effect on the Company's ability to
manufacture or to sell its products in foreign markets.

   Gross Margin

   C-Cube's gross margin percentage increased to 56.5% in the first
quarter of 1997 from 53.0% in the prior year quarter. This increase was due
primarily to a shift in product mix to the higher margin family of encoder
products. Lower product transition costs also contributed to the
improvement in gross margin. Margins for like product lines remained
comparable to those realized in the first quarter of 1996, as declines in
average selling prices were largely offset by reductions in product costs.
The Company reduced product costs through the negotiation of lower foundry
wafer prices, the adoption of finer geometry fabrication processes and the
redesign of products which reduced die size. The negotiation of lower wafer
prices was facilitated by the surplus of foundry capacity which has existed
for the past year. The Company believes that foundry wafer demand is
beginning to come into balance with wafer supply and that the steep
declines in wafer prices which resulted in reduced product costs will not
continue beyond the second quarter of 1997.

   The markets into which C-Cube sells its products are subject to extreme
price competition. Thus, the Company expects to continue to experience
declines in the selling prices of its products over the life cycle of each
product. In particular, C-Cube expects to continue to experience
significant price competition in the markets for decoder products. Due to
an increasing percentage of sales represented by lower margin MPEG 1 and
MPEG 2 decoder products and to decreasing selling prices of certain
products, the Company anticipates that its gross margin percentages may
decrease in the future. In order to offset or partially offset declines in
the selling prices of its products, C-Cube must continue to reduce the
costs of products through product design changes, manufacturing process
changes, volume discounts, yield improvements and other savings negotiated
with its manufacturing subcontractors. Since the Company does not believe
that it can continually achieve cost reductions which fully offset the
price declines of its products, it expects gross margin percentages to
decline for existing products over their life cycles.

   C-Cube does not operate its own manufacturing facilities and must make
volume commitments to subcontractors at prices that remain fixed over
certain periods of time. Therefore, the Company may not be able to reduce
its costs as rapidly as its competitors who perform their own
manufacturing. Failure of the Company to design and introduce in a timely
manner lower cost versions of existing products or higher gross margin new
products or to successfully manage its manufacturing subcontractor
relationships would have a material adverse effect on C-Cube's gross
margins.

   Research and Development Expenses

   In the first quarter of 1997, research and development expenses were
$15.6 million, or 16.6% of net revenues, as compared with $6.9 million, or
10.1% of net revenues in the first quarter of 1996. The increase in
research and development expense primarily represents additional employee-
related costs associated with increases in product engineering staff,
reflecting the Company's continuing efforts to maintain its leadership in
bringing to market innovative and cost-effective digital video solutions at
the chip and systems levels.

   Selling, General and Administrative Expenses

   Selling, general and administrative expenses increased to $13.1
million, or 13.9% of net revenues, in the first quarter of 1997, as
compared to $7.8 million, or 11.5% of net revenues, for the same quarter
last year. The increase in spending was primarily due to increased
headcount and related expenses and increased commissions on higher sales
levels.

   Other Income (Expense)

   Interest expense, net of interest income was $1.1 million for the first
quarter of 1997, a decrease from the net interest income amount of $0.5
million for the first quarter of 1996. The decrease is primarily due to
lower average cash and investment balances during the current quarter as
compared to the prior year due to the $65.7 million paid in conjunction
with the acquisition of DiviCom in August 1996 and foreign exchange losses
on the Company's yen denominated assets.

   Income Tax Expense

   The Company's effective tax rate for the first quarter of 1997 was 34%.
The Company's effective tax rate is less than the combined federal and
state statutory rate primarily due to tax credits and foreign taxes.

Liquidity and Capital Resources

   Cash, cash equivalents and short-term investments were $108.7 million
at March 31, 1997 as compared to $82.2 million at the end of 1996. Working
capital increased to $146.4 million at March 31, 1997 from $124.5 million
at the end of 1996.

   The Company's operating activities generated cash of $26.0 million in
the first quarter of 1997, mainly from operating income, lower inventory
levels and reduced prepaid expenses, partially offset by increases in
accounts receivable. Inventories decreased from December 31, 1996 to March
31, 1997 due to significantly increased volume of MPEG 1 decoder unit
shipments in the first quarter. Accounts receivable increased primarily
because a substantial portion of the Company's shipments were made on
letters of credit in December 1996. These shipments were made early enough
in the month to allow collection before the quarter end. Shipments made in
March 1997 followed a more normal pattern and thus, days outstanding
increased from an abnormally low 38 days at year-end 1996 to 52 days at the
end of the first quarter of 1997.

   C-Cube's investing activities, exclusive of the sales and maturities of
$2.5 million and purchases of $1.5 million of short-term investments used
cash of $3.9 million primarily for capital expenditures.

   Cash provided by financing activities was $4.1 million, consisting of
proceeds from sales of stock pursuant to employee stock plans and the
collection of stockholder notes receivable, partially offset by payments of
debt.

   C-Cube Japan has yen denominated credit lines with a group of Japanese
banks. At March 31, 1997 there were no borrowings under these lines.

   The Company has an available bank line of credit of $20 million. The
line of credit expires September 30, 1997. The line is collateralized by
the Company's receivables, inventory and fixed assets. The line of credit
agreement requires the Company, among other things, to maintain a tangible
net worth (as defined) of $114.5 million, quarterly net income (no more
than one quarterly loss per fiscal year), a quick ratio of 0.8 to 1 and a
maximum debt to tangible net worth (as defined) ratio of 1.4 to 1. In
addition, this agreement prohibits the payment of cash dividends.
Borrowings bear interest at the bank's prime rate. At March 31, 1997, the
Company was in compliance with these covenants, and there were no
borrowings under this line.

   Based on current plans and business conditions, C-Cube expects that its
cash, cash equivalents and short-term investments together with any amounts
generated from operations and available borrowings, if any, will be
sufficient to meet the Company's cash requirements for at least the next 12
months. However, there can be no assurance that the Company will not be
required to seek other financing sooner or that such financing, if
required, will be available on terms satisfactory to the Company. In
addition, the Company has considered and will continue to consider various
possible transactions to secure additional foundry capacity, which could
include, without limitation, equity investments in, prepayments to,
deposits with or loans to foundries in exchange for guaranteed capacity,
"take or pay" contracts that commit the Company to purchase specified
quantities of wafers over extended periods or joint ventures or other
partnership relationships with foundries.


<PAGE>

                         C-CUBE MICROSYSTEMS INC.
                        PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

         From time to time the Company is party to certain litigation or
         legal claims. Management has reviewed all pending legal matters and
         believes that the resolution of such matters will not have a
         significant adverse effect on the Company's financial position or
         results of operations.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

         Exhibit
         Number             Description
         -------           -------------

         10.37      Sublease  agreement with LSI Logic Corporation
                       dated January 8, 1997.
         11.1       Statement regarding computation of net income per
                       share.
         27.1       Financial Data Schedule.

        (b)  Reports on Form 8-K

             None.

<PAGE>

                                Signatures



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

                                          C-Cube Microsystems Inc.
                                          (Registrant)


Dated:  May 15, 1997                By:  /s/  John J. Hagedorn
       --------------                   -----------------------
                                           John J. Hagedorn
                                    Vice President of Finance and
                               Administration, Chief Financial Officer
                                            and Secretary


<PAGE>

                               EXHIBIT INDEX




         Exhibit
         Number             Description
         -------           -------------

         10.37      Sublease  agreement with LSI Logic Corporation
                       dated January 8, 1997.
         11.1       Statement regarding computation of net income per
                       share.
         27.1       Financial Data Schedule.