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

                                    FORM 10-K/A

              [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

                         Commission file number 0-23970

                            NETWORK PERIPHERALS INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                    77-0216135
(State or other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                             1371 McCarthy Boulevard
                           Milpitas, California 95035
          (Address, including zip code of principal executive offices)

                                 (408) 321-7300
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of class
                                  Common Stock

Indicate by checkmark  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 the  filing
requirements for the past 90 days. Yes [ ] No [X]

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 in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of March 18, 1998 was $94,251,917  based upon the closing price of
the Registrant's Common Stock on the Nasdaq National Market System on that date.

The number of shares of the  Registrant's  Common Stock  outstanding as of March
18, 1998 was 12,260,412.

The  undersigned   registrant  hereby  amends  the  following  items,  financial
statements,  exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1997 on Form 10-K as set forth in the pages attached hereto:

                                       1

<PAGE>


                                    Part III

Item 10.  Directors and Executive Officers of the Registrant

<TABLE>
         The following table sets forth the name and age of each director of the
Company,  the principal  occupation of each during the past five years,  and the
period during which each has served as a director of the Company:

<CAPTION>
                                               Principal Occupation                              Director
           Name                             During the Past Five Years                   Age       Since
           ----                             --------------------------                   ---       -----
<S>                         <C>                                                           <C>      <C>
Joseph Marengi              Mr.  Marengi  has  served on the Board of  Directors          44       1997
                            since July 1997.  Since August 1997, he has been the
                            Senior Vice  President  and  General  Manager of the
                            Relationship Group at Dell Computers. Previously, at
                            Novell, Inc. (Novell), Mr. Marengi held the position
                            of President and Chief Operating Officer from August
                            1996 to  June  1997.  While  at  Novell,  he was the
                            Executive  Vice  President of  Worldwide  Sales from
                            April 1994, a corporate  officer  since August 1993,
                            and Senior Vice President from October 1992.

William Rosenberger         Mr.  Rosenberger has served as the President,  Chief          48       1998
                            Executive  Officer  and a  director  of the  Company
                            since  June  1998.  From  June 1996 to June 1998 Mr.
                            Rosenberger   was  President  and  Chief   Executive
                            Officer of  NetAccess,  Inc.,  an  Internet  sevices
                            company.  From  October  1995 to  December  1995 Mr.
                            Rosenberger was Vice President of sales and business
                            development  for  NetVision,  a networking  company.
                            From March 1993 to June 1995,  Mr.  Rosenberger  was
                            General   Manager  of  ACSYS,   Inc.,   an  Internet
                            consulting and development  company.  Prior to March
                            1993  Mr.   Rosenberger   was  President  and  Chief
                            Executive  Officer of  Netronix,  Inc., a networking
                            hardware designer and manufacturer.

Michael S. Gardner          Mr.  Gardner has served as a director of the Company          53       1998
                            since May 1998.  From  February  1998 to the present
                            Mr.  Gardner has served as Senior Vice  President of
                            Worldwide  Field  Operations  for Sybase,  Inc.,  an
                            information   management   software  company.   From
                            November 1996 to February 1998 Mr. Gardner was Chief
                            Operating  Officer  for ACT  Networks,  a  wide-area
                            network access products manufacturer.  From May 1995
                            to  November  1996  Mr.  Gardner  was  President  of
                            Whittaker   Communications   (formerly   Hughes  LAN
                            Systems),  a networking company.  From April 1993 to
                            April 1995 Mr.  Gardner was Senior Vice President of
                            Worldwide  Sales  for  UB  Networks,   a  networking
                            company.

Steven Bell                 Mr.  Bell has  served as a director  of the  Company          44       1998
                            since July 1998.  From May 1998 to the  present  Mr.
                            Bell has  served as  President  and Chief  Executive
                            Officer of the Silicon Valley  Networking Lab, Inc.,
                            of networking  industry  products  testing  company.
                            From  September  1993 to  April  1998  Mr.  Bell was
                            founder and  President of Bell  Consulting,  Inc., a
                            networking  products marketing company.  From August
                            1992 to August 1993 Mr. Bell was Vice  President  of
                            Marketing  for  Make  Systems,  Inc.,  a  networking
                            software company.


<PAGE>


Glenn Penisten              Mr. Penisten has served as the Chairman of the Board          66       1996
                            of Directors since June 1996.  Since September 1985,
                            he has been a partner of Alpha  Partners,  a venture
                            capital  firm.  He has  served  as  Chief  Executive
                            Officer for  several  leading  technology  companies
                            including;  Superconductor Technologies,  Inc., from
                            May 1987 to June 1988; American Microsystems,  Inc.,
                            from  July   1976  to   December   1984,   and  Data
                            Transmission  Co., from February 1972 to April 1976.
                            Mr.  Penisten has also held director level positions
                            at Dataproducts Corporation,  Sanders Associates and
                            Gould,  Inc.  He served as a  corporate  officer  at
                            Texas   Instruments,   Inc.,  and  chairman  of  the
                            American  Electronics   Association.   Mr.  Penisten
                            currently serves as director for Ikos Systems,  Bell
                            Microproducts,  Pinnacle Systems, and Superconductor
                            Technologies, Inc.

Charles Hart                Mr. Hart has served on the Board of Directors  since          60       1996
                            November  1996.  From February 1998, he has been the
                            Chief Executive  Officer and a director of Micronics
                            Computers Inc., a supplier of advanced system boards
                            for high-performance  personal computers. From April
                            1997  through   February  1998,  he  served  as  the
                            Executive Vice President,  Business Development, for
                            the Company.  From August 1995 to May 1997, he was a
                            founding  board  member  of InsWeb  Corporation,  an
                            internet  technology  company providing a vertically
                            integrated marketplace for the insurance industry on
                            the World  Wide Web.  From  July 1992  through  July
                            1995, he was President and Chief  Executive  Officer
                            of Semaphore Communications Corporation. Previously,
                            he

<PAGE>

                            held  positions  of  President  and Chief  Executive
                            Officer with Phaser Systems and Etak, Inc.
</TABLE>


         There are no family  relationships  among any  directors or officers of
the Company.

Board Meetings and Committees

         The Board of  Directors  of the Company  held a total of 9 meetings and
took action by written  consent two times during the fiscal year ended  December
31, 1997.  No director  participated  in fewer than 75% of all such meetings and
actions of the Board of Directors  and the  committees,  if any, upon which such
director served.

         The  Board of  Directors  has an  Audit  Committee  and a  Compensation
Committee. It does not have a Nominating Committee or a committee performing the
functions of a Nominating Committee. The functions of a Nominating Committee are
performed by the Board of Directors as a whole.

         The Audit Committee of the Board of Directors,  consisting of directors
Mr. Levy and Mr.  Penisten,  met 4 times during fiscal 1997. The Audit Committee
recommends engagement of the Company's independent accountants, and is primarily
responsible  for  reviewing  and  approving  the  scope of the  audit  and other
services  performed by the Company's  independent  accountants and for reviewing
and evaluating the Company's  accounting  principles and its systems of internal
accounting controls.

<PAGE>

         The Compensation Committee of the Board of Directors, which consists of
directors  Joseph  Marengi and William Tai, held two meetings and took action by
written consent two times during fiscal 1997.  Director Ann Bowers, who resigned
from the  Board  of  Directors  in May  1997,  also  served  as a member  of the
Compensation Committee for a portion of 1997. The terms of office of Mr. Marengi
and Mr.  Tai will  expire at the 1998  Annual  Meeting.  The new  members of the
Compensation  Committee  are  anticipated  to be Mr. Hart and Mr.  Marengi.  The
Compensation Committee reviews and approves the Company's executive compensation
policy,  and  reviews  and  approves  grants of options to  employees  under the
Company's  1997 Stock Plan. The  Compensation  Committee also approved two stock
option  repricings  effective July 25, 1997 and October 31, 1997. See "Report of
Compensation Committee on Executive Compensation."

Compensation of Directors

         Directors who are not employees of the Company (an "Outside  Director")
are entitled to receive a director  fee of $4,000 per fiscal  quarter so long as
they remain directors of the Company. Directors do not receive any additional or
special  remuneration for their service on any of the committees  established by
the Board of Directors.

         Non-employee  directors  are eligible to  participate  in the Company's
1994 Outside  Directors  Stock  Option  Plan.  The Outside  Directors  Plan,  as
amended,  provides for the automatic  granting of nonstatutory  stock options to
Outside  Directors  of  the  Company.  Each  continuing  Outside  Director  will
automatically  be granted an option to purchase  5,000 shares of Common Stock on
the date of each annual meeting of stockholders.  Each new Outside Director will
automatically  be granted an option to purchase 15,000 shares of Common Stock on
their date of election.

         During 1997, the Company granted  nonstatutory  options to director Ms.
Alker for 66,667 shares (inclusive of the effects of the repricing - See "Report
of the  Compensation  Committee  on  Executive  Compensation  - Chief  Executive
Officer Compensation"), pursuant to the 1993 Stock Option Plan. In addition, Mr.
Hart,  Mr. Levy and Mr. Tai were each  granted  nonstatutory  stock  options for
5,000 shares and Mr.  Marengi was granted  15,000  shares under the 1994 Outside
Directors Stock Option Plan, as amended

<PAGE>

                                OTHER INFORMATION

Share Ownership by Principal Stockholders and Management
<TABLE>
         The following table sets forth the beneficial ownership of Common Stock
of the  Company  as of March 31,  1998 by:  (a) each  director;  (b) each of the
officers named in the Summary  Compensation  Table ("Named  Officers");  (c) all
directors  and executive  officers as a group;  and (d) each person known to the
Company who beneficially owns 5% or more of the outstanding shares of its Common
Stock.  The number and  percentage  of shares  beneficially  owned is determined
under  rules  of  the  Securities  and  Exchange  Commission  ("SEC"),  and  the
information is not necessarily  indicative of beneficial ownership for any other
purpose. Under such rules,  beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment  power and also any
shares which the individual has the right to acquire within 60 days of March 31,
1998 through the exercise of any stock option or other right.  To the  Company's
knowledge,  the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially  owned by them,
subject  to  community  property  laws  where  applicable  and  the  information
contained in the footnotes to this table.  A total of  12,260,412  shares of the
Company's Common Stock were issued and outstanding as of March 31, 1998.
<CAPTION>
                                                                         ------------------------------------
                                                                              Shares Beneficially Owned
------------------------------------------------------------------------ ------------------ -----------------
                                 Name                                         Number            Percent
------------------------------------------------------------------------ ------------------ -----------------
<S>                                                                            <C>              <C>
Seneca Ventures (1).............................................               1,030,000        8.2%
------------------------------------------------------------------------ ------------------ -----------------
Pauline Lo Alker (2)........................................                     755,498        6.0%
------------------------------------------------------------------------ ------------------ -----------------
Glenn Penisten (3)........................................                       135,813        1.1%
------------------------------------------------------------------------ ------------------ -----------------
Fred Kiremidjian (3)...........................................                   37,500         *
------------------------------------------------------------------------ ------------------ -----------------
Kenneth Levy (4)...............................................                   28,302         *
------------------------------------------------------------------------ ------------------ -----------------
Oliver Szu (3)...................................................                 20,919         *
------------------------------------------------------------------------ ------------------ -----------------
Robert Hersh (3)................................................                  13,541         *
------------------------------------------------------------------------ ------------------ -----------------
William Tai (3).............................................                      10,186         *
------------------------------------------------------------------------ ------------------ -----------------
Charles Hart (3).............................................                      7,604         *
------------------------------------------------------------------------ ------------------ -----------------
James Sullivan (3)....................................................             7,292         *
------------------------------------------------------------------------ ------------------ -----------------
Joseph Marengi ..................................................                      0         *
------------------------------------------------------------------------ ------------------ -----------------
Donald Morrison (5)..........................................                          0         *
------------------------------------------------------------------------ ------------------ -----------------
Derek Obata (5).............................................                           0         *
------------------------------------------------------------------------ ------------------ -----------------
All directors and current executive officers as a group (6)                    1,016,655        8.1%
------------------------------------------------------------------------ ------------------ -----------------
<FN>
* Less than 1%
(1)  Based on  information  contained  in the  Schedule  13D  filed by the above
     entity  and  other  members  of a group of  which  that  entity  is a part,
     including Woodland Venture Group, Woodland Partners, Barry Rubenstein,  and
     Marilyn Rubenstein.
(2)  Includes  36,000 shares held by a trust for the benefit of Ms. Alker's son,
     as to which shares Ms. Alker disclaims  beneficial  ownership;  and 114,498
     shares  issuable upon the exercise of outstanding  stock options which were
     exercisable at the Record Date or within 60 days thereafter.

<PAGE>

(3)  Includes  the  following  number of shares  issuable  upon the  exercise of
     outstanding  stock  options  which were  exercisable  at the Record Date or
     within 60 days  thereafter  held by the following  persons:  Mr.  Penisten,
     115,555 shares; Mr.  Kiremidjian,  37,500 shares; Mr. Hersh, 13,541 shares;
     Mr. Szu, 18,747 shares; Mr. Tai, 10,186 shares; Mr. Hart, 7,604 shares; and
     Mr. Sullivan, 7,292 shares.
(4)  Includes  24,366  shares held by Mr. Levy as the trustee of a family trust;
     and 3,936 shares  issuable upon the exercise of  outstanding  stock options
     which were exercisable at the Record Date or within 60 days thereafter.
(5)  Mr. Morrison and Mr. Obata are included in the Summary  Compensation  Table
     but are former  executive  officers  of the  Company.  They do not hold any
     outstanding stock options  exercisable at the Record Date or within 60 days
     thereafter.
(6)  Includes 328,859 shares issuable upon exercise of outstanding stock options
     which were exercisable at the Record Date or within 60 days thereafter.
</FN>
</TABLE>

<PAGE>

                       COMPENSATION OF EXECUTIVE OFFICERS

Summary of Cash and Certain Other Compensation
<TABLE>
         The  following  table sets forth  certain  information  concerning  the
compensation  of the Company's  Chief  Executive  Officer,  the three other most
highly compensated  executive  officers of the Company  (collectively the "Named
Officers")  whose salary and bonus for the year ended December 31, 1997 exceeded
$100,000,  and two former  executive  officers of the Company  whose  salary and
bonus  exceeded  $100,000,  but who were not executive  officers at December 31,
1997.

                           SUMMARY COMPENSATION TABLE
<CAPTION>
                                               ----------------------------------- ----- ---------------------------
                                                                                           LongTerm Compensation
                                                      Annual Compensation                          Awards
------------------------------------- ------- -------------- ----- -------------- ----- ----------------------------
              Name and                                                                     Securities Underlying
         Principal Position             Year      Salary              Bonus(1)               Options/SARs(#)(1)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
<S>                                     <C>         <C>                  <C>                  <C>        <C>
Pauline Lo Alker                        1997        $175,000             $149,048             286,667       (4)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
  President and CEO                     1996        $175,000             $ 49,500             280,000       (5)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
                                        1995        $161,250             $ 42,601              80,000       (5)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------

-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
Fred Kiremidjian                        1997        $183,656             $ 45,150             300,000       (6)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
  VP of NuWave Group                    1996        $ 80,881                    -             200,000       (6)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------

-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
Oliver Szu                              1997        $160,000             $199,235  (3)        150,000       (7)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
  VP of NuCleus Group                   1996        $ 83,978                    -              50,000       (7)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------

-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
Robert Hersh                            1997        $111,781                    -             150,000       (8)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
  VP of Operations and CFO
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------

-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
Derek Obata                             1997        $174,175   (2)       $ 15,000              10,000       (11)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
  (former VP of Sales)                  1996        $166,190   (2)              -             100,000    (9)(11)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
                                        1995        $ 20,327             $    109              35,000    (9)(11)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------

-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
Donald Morrison                         1997        $136,153   (2)       $ 68,760              37,500        (11)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
  (former VP of Marketing)              1996        $152,501   (2)       $ 28,500             100,000    (10)(11)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
                                        1995        $ 93,750             $  5,101              50,000    (10)(11)
-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------

-------------------------------------- ------- -------------- ----- -------------- ----- ------------- -------------
<FN>
(1)  From time to time, the  Compensation  Committee  reviews the performance of
     the executive  officers and may award cash bonuses  and/or stock options to
     officers.  Bonuses  paid in 1997  were  earned  in 1996.  Fiscal  year 1996
     bonuses  include a portion of bonus  amounts  earned in 1995.  No bonus for
     1997 will be  awarded,  other than the bonus paid to Oliver Szu  pusuant to
     the acquisition of NuCom Systems, Inc. in 1996.

<PAGE>

(2)  Includes  commission  payments  to the  following  persons:  Mr.  Morrison,
     $50,436 and $17,501 for 1997 and 1996, respectively; Mr. Obata, $50,330 and
     $28,690 for 1997 and 1996 respectively.
(3)  Includes  bonus  payment  of  $140,000  in  accordance  with the  agreement
     relating to the acquisition of NuCom Systems Inc. in 1996.
(4)  Option to  purchase  an  aggregate  of 66,667  shares was issued  10/31/97,
     replacing  option to purchase  100,000  shares  granted  3/6/97.  Option to
     purchase an aggregate of 120,000 shares issued 10/31/97  replaces option to
     purchase  180,000  shares  granted  9/18/96 (see Note (5) below).  Refer to
     "Report of the  Compensation  Committee  on  Executive  Compensation--Chief
     Executive Officer Compensation."
(5)  Option to  purchase  an  aggregate  of 180,000  shares was issued  9/18/96,
     replacing  option to purchase  100,000  shares granted 4/9/96 and option to
     purchase   80,000  shares  granted  in  1995.   Refer  to  "Report  of  the
     Compensation Committee on Executive  Compensation--Chief  Executive Officer
     Compensation."
(6)  Option to purchase 250,000 shares was issued 10/31/97,  replacing option to
     purchase  50,000 shares granted  3/6/97 and 200,000 shares granted  6/3/96.
     Refer   to   "Report   of   the   Compensation   Committee   on   Executive
     Compensation--Repricing of Options."
(7)  Option to purchase 100,000 shares was issued 10/31/97,  replacing option to
     purchase 50,000 shares granted 3/21/96 and option to purchase 50,000 shares
     granted 3/6/97. Refer to "Report of the Compensation Committee on Executive
     Compensation--Repricing of Options."
(8)  Option to purchase 50,000 shares was issued  10/31/97,  replacing option to
     purchase   50,000  shares  granted   4/21/97.   Refer  to  "Report  of  the
     Compensation Committee on Executive Compensation--Repricing of Options."
(9)  Option to  purchase  an  aggregate  of 35,000  shares was  issued  1/19/96,
     replacing an option to purchase 35,000 shares granted in 1995.
(10) Option to  purchase  an  aggregate  of 50,000  shares was  issued  1/19/96,
     replacing an option to purchase 50,000 shares granted in 1995.
(11) These  options   expired   without  being   exercised  three  months  after
     termination  of the  officers'  employment by the Company prior to December
     31, 1997.
</FN>
</TABLE>

<PAGE>

Option Grants in Last Fiscal Year
<TABLE>
         The following table sets forth details  regarding stock options granted
to the Named Officers in 1997. The Company granted no stock appreciation  rights
in 1997.  In  addition,  in  accordance  with SEC  rules,  the  table  shows the
hypothetical  gains or  "option  spreads"  that would  exist for the  respective
options.  These gains are based on assumed rates of annual  compound stock price
appreciation  of 5% and 10% from the date the options were granted over the full
option term.  The actual value,  if any, an executive may realize will depend on
the spread  between  the  market  price and the  exercise  price on the date the
option is exercised.
<CAPTION>
                      -------------------------------------------------------
                                        Individual Grants
--------------------- -------------- --------------- ----------- ------------ ------------------------------
                        Number of      Percent of                              Potential Realizable Value
                       Securities    Total Options   Exercise                  at Assumed Annual Rates of
                       Underlying      Granted to    or Base                  Stock Price Appreciation for
                         Options      Employees in     Price     Expiration          Option Term (5)
--------------------- -------------- --------------- ----------- ------------ --------------- --------------
        Name            Granted *     Fiscal Year      ($/Sh)       Date          5% ($)        (10% ($)
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
<S>                         <C>                <C>      <C>         <C>           <C>            <C>
Pauline Lo Alker             66,667  (1)       1.4%     $  4.94      3/06/07      $  190,153     $  472,955
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                            120,000  (1)       2.5%     $  4.94      9/18/06      $  321,393     $  788,985
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                            100,000  (1)       2.1%     $ 14.00     10/31/97               -              -
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------

--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
Fred Kiremidjian            200,000  (2)       4.2%     $  4.94       6/3/06      $  514,026     $1,251,534
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                             50,000  (2)       1.0%     $  4.94       3/6/07      $  142,614     $  354,715
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                             50,000  (2)       1.0%     $ 14.00     10/31/97               -              -
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------

--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
Oliver Szu                   50,000  (3)       1.0%     $  4.94       3/6/07      $  146,742     $  367,267
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                             50,000  (3)       1.0%     $  4.94      3/21/06      $  124,812     $  302,171
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                             50,000  (3)       1.0%     $ 14.00     10/31/97               -              -
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------

--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
Robert Hersh                 50,000  (4)       1.0%     $  4.94      4/21/07      $  145,017     $  361,984
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                             50,000            1.0%     $  5.69     11/14/07      $  178,842     $  453,221
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
                             50,000  (4)       1.0%     $  9.13     10/31/97               -              -
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------

--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
Derek Obata                  10,000            0.2%     $ 14.00     12/25/97               -              -
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------

--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
Donald Morrison              37,500            0.8%     $ 14.00      9/13/97               -              -
--------------------- -------------- ---- ---------- ----------- ------------ --------------- --------------
<FN>
* Executive  Officers who were employees of the Company at October 31, 1997 were
offered  the right to reprice  their  options to the market  price at that date.
Refer to "Report of the  Compensation  Committee  on  Executive  Compensation  -
Repricing of Options." 
(1)  Option to purchase  66,667 shares  granted on 10/31/97  replaced  option to
     purchase  100,000  shares  granted on 3/6/97.  Option to  purchase  120,000
     shares  granted on  10/31/97  replaced  option to purchase  180,000  shares
     granted on 9/18/96.
(2)  Option to purchase  200,000 shares granted on 10/31/97  replaced  option to
     purchase 200,000 shares granted on 6/3/96. Option to purchase 50,000 shares
     granted on 10/31/97  replaced  option to purchase  50,000 shares granted on
     3/6/97.

<PAGE>

(3)  Option to purchase  50,000 shares  granted on 10/31/97  replaced  option to
     purchase 50,000 shares granted on 3/6/97.  Option to purchase 50,000 shares
     granted on 10/31/97  replaced  option to purchase  50,000 shares granted on
     3/21/96.
(4)  Option to purchase  50,000 shares granted on 10/31/97  replaced  options to
     purchase 50,000 shares granted on 4/21/97.
(5)  The  potential  gain is  calculated  based on the fair market  value of the
     Company's Common Stock on the date of grant,  which is equal to the closing
     price reported on the Nasdaq National Market.  These amounts only represent
     certain  assumed rates of  appreciation  as established by the SEC.  Actual
     gains,  if any, on stock option  exercises  are  dependent  upon the future
     performance of the Company and overall stock market  conditions.  There can
     be no assurance that the amounts  reflected in this table or the associated
     rates of appreciation will be achieved.
</FN>
</TABLE>

<PAGE>

Aggregated Option Exercises and Fiscal Year End Option Values
<TABLE>

         The following table sets forth certain  information  concerning options
exercised by the Named Officers  during 1997,  including the aggregate  value of
gains on the date of exercise.  In addition,  this table  includes the number of
shares  covered  by both  exercisable  and  nonexercisable  stock  options as of
year-end.  Also  reported  are the  values  for  "in-the-money"  options,  which
represent the positive  spread  between the exercise  price of any such existing
stock options and the year-end price of the Company's Common Stock.
<CAPTION>

                      ----------- ----------- ----------------------------------- ------------------------------
                      Shares      Value        Number of Securities Underlying
                      Acquired    Realized      Unexercised Options at FY end         Value of In-the-Money
                          On          On                    (#)(1)                    Options at FY End (2)
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
        Name          Exercise    Exercise     Exercisable(1)    Unexercisable    Exercisable    Unexercisable
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
<S>                            <C>         <C>          <C>              <C>         <C>              <C>      
Pauline Lo Alker               -           -            80,054           178,613     $ 481,019        $ 447,449
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
Fred Kiremidjian               -           -            12,499           237,501     $  28,904        $ 549,221
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
Oliver Szu                     -           -             6,248            93,752     $  14,449        $ 216,802
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
Robert Hersh                   -           -             8,333            91,667     $  13,020        $ 180,730
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
Derek Obata                    -           -                 -                 -             -                -
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
Donald Morrison                -           -                 -                 -             -                -
--------------------- ----------- ----------- ----------------- ----------------- ------------- ----------------
<FN>
(1)  A portion of these  options  were  immediately  exercisable  at the date of
     grant,  but shares  purchased upon exercise of unvested options are subject
     to repurchase at the option of the Company at their original issuance price
     based upon the scheduled vesting period.
(2)  Market value of  underlying  securities,  based on the closing price of the
     Company's  Common Stock,  as reported by the Nasdaq National Market System,
     on December 31, 1997 of $7.25, minus the exercise price.
</FN>
</TABLE>

Employment Agreements and Change in Control Arrangements

     Management Salary Continuation Agreements

         In November 1997 the Company  amended  Salary  Continuation  Agreements
with Pauline Lo Alker and Robert  Hersh and entered  into a Salary  Continuation
Agreement with Fred Kiremidjian.  These agreements provide that in the event the
individual is  terminated,  including  "constructive  termination"  by demotion,
relocation or reduction of the salary of the individual, beginning 30 days prior
to public  announcement and ending one year after the "change in control" of the
Company, the individual would be entitled to continued salary and bonus payments
for a period of six months for Mr. Kiremidjian,  one year for Mr. Hersh, and two
years for Ms. Alker.  Each executive would also be entitled to continued medical
coverage by the  Company  during the period of salary  continuation,  unless the
executive is covered by another  employer's group health plan. In addition,  the
Salary  Continuation  Agreements  provide for the acceleration of all options to
purchase shares of the Company's  Common Stock granted to that individual  prior
to the "change of control".

<PAGE>

         The 1997 Stock Plan  provides  that the Board of Directors  may, in its
sole discretion, accelerate the vesting and the ability to exercise options held
by executive officers in the event of a change of control of the Company.

Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
Decisions

         During 1997, no members of the Compensation  Committee were officers or
employees of the Company or any of its subsidiaries.

<PAGE>

         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

         The Compensation  Committee of the Board of Directors (the "Committee")
is comprised of non-employee directors. The Committee is responsible for setting
and administering  policies governing  compensation of executive  officers.  The
Committee  reviews  the  performance  and  compensation   levels  for  executive
officers,  sets  salary  and bonus  levels  and makes  option  grants  under the
Company's Option Plans other than the 1994 Outside Directors Stock Option Plan.

Compensation Policies

         The goals of the Company's executive officer compensation  policies are
to attract, retain and reward executive officers who contribute to the Company's
success, to align executive officer compensation with the Company's  performance
and to motivate executive officers to achieve the Company's business objectives.
The Company uses salary,  bonuses and stock options to achieve these goals.  The
Committee reviews various available data,  including  compensation  surveys,  to
enable the Committee to compare the Company's  compensation package with that of
other  high  technology  companies  of  similar  size  and  growth  rates in the
Company's geographic area.

Compensation Components

         Salaries are set for each  executive  officer with reference to a range
of salaries for comparable  positions among high technology companies of similar
size,  growth rate and  location.  Annual salary  adjustments  take into account
achievements  of individual  executive  officers during the prior fiscal year as
measured  against  key  Company-wide  objectives  set each  year by the Board of
Directors,  as well as the executive  officers'  performance of their individual
responsibilities.   Each  Committee   member  weighs  objective  and  subjective
performance  factors  and  a  consensus  is  obtained  through  discussion.  The
Compensation  Committee also considered relative levels of responsibility  among
the  executive  officers  in  attempting  to  reach  equitable  and  appropriate
projected compensation levels.

         Cash incentive  compensation is provided  through  participation in the
Company's  executive  bonus  plan.  The  Committee  determines  the amount of an
individual's  bonus  based on  subjective  judgment of the  Company's  financial
performance  (which,  for 1997,  were based  primarily  upon  revenue  and gross
margin) and the achievement of established goals.

         During  1997,  the  Compensation  Committee  completed  the  process of
awarding  bonuses  based  on  1996  performance.   Depending  on  the  perceived
achievement of individual goals, bonuses to executive officers for 1996 resulted
in payments  ranging from 11% to 85% of base  salaries for 1996.  These  bonuses
were  paid in 1997  and are  reflected  in the  Summary  Compensation  Table  as
compensation received in 1997.

<PAGE>

         The  Committee  strongly  believes  that equity  ownership by executive
officers provides incentives to build stockholder value and aligns the interests
of executive officers with the stockholders. The size of an initial option grant
to an  executive  officer  has  generally  been  determined  with  reference  to
comparable  equity  compensation  offered  by  similarly-sized  high  technology
companies  for similar  positions,  the  responsibilities  and  expected  future
contributions of the executive officer,  as well as recruitment  considerations.
In determining the size of subsequent  grants,  the Committee has considered the
individual executive officer's  performance during the previous fiscal year, the
expected  contributions  during the coming year,  the amount of options  already
held and the level of recent grants.  Option grants to executive officers during
1997 were  based upon  available  data  concerning  option  grants to  executive
officers of  companies  of similar  size,  growth and  location  and a review of
recent grants. The Committee believes that future subsequent option grants, with
vesting  schedules  of up to four years,  will  provide  strong  incentives  for
executive officers to remain with the Company.

Repricing of Options

         Employee stock options are an important element of compensation for the
Company and have been used to attract,  retain and motivate its  workforce.  The
Committee believes that the Company's success in the future will depend in large
part on its ability to attract,  retain and motivate a number of highly  skilled
personnel and that the competition for such personnel is intense.  The Committee
also believes it is important and cost-effective to provide equity incentives to
employees  and other  service  providers of the Company to improve the Company's
performance and the value of the Company to its stockholders.

         In July 1997, the Committee reviewed the impact of the decline in price
of the Company's Common Stock and determined that most of the employee  options,
which had been previously  granted at prices above the then current market price
of $7.00 per share,  were  significantly  less likely to serve their purposes of
retaining and motivating employees.  Furthermore,  the Committee determined that
many existing,  experienced employees would be likely to perceive an inequity in
comparison  to recently  hired  personnel  granted  stock  options with exercise
prices set at the current, lower fair market value of Common Stock.

         The  Committee  determined  that  it was in the  best  interest  of the
Company  and its  stockholders  to restore  incentive  for  employees  and other
service  providers to remain with the Company and to exert their maximum efforts
on behalf of the Company. The Committee did not believe it was necessary, at the
time,  to reprice the stock  options of  corporate  officers or directors of the
Company.  Therefore,  the Committee approved the repricing of stock options to a
fair market value represented by the closing price of the Company's Common Stock
on July 25, 1997,  with the condition that vesting of all such repriced  options
would recommence according to the terms of the original stock option agreement.

<PAGE>

         In October  1997,  the Committee  again  reviewed the impact of further
declines in the market price of the  Company's  Common Stock to $4.94 per share.
The Company's  voluntary employee turnover rate was approximately  twice that of
its industry peer group and the  Committee was concerned  that a further loss of
key  employees,   including   officers,   could  adversely  impact  new  product
development schedules and revenue growth.  Therefore, the Committee approved the
repricing  of stock  options to a fair market value  represented  by the closing
price of the Company's Common Stock on October 31, 1997, with the condition that
vesting of all such repriced options would recommence  according to the terms of
the original stock option agreement.

         Certain of the Company's  executive  officers were beneficiaries of the
repricing  actions in 1997 as  described in the  Ten-Year  Option/SAR  Repricing
table below.  Participants  in the October 1997  repricing  agreed to recommence
vesting  of their  outstanding  options  as a  condition  for the  shares  to be
repriced.  Additionally,  Ms. Alker agreed to cancel one-third, or 93,333 of her
repriced options.
<TABLE>
                       TEN-YEAR OPTION/SAR REPRICING TABLE
<CAPTION>
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
                                    Number of                    Market                                  Length of
                                   Securities     Number of     Price of     Exercise                  Original Term
                                   Underlying     Securities    Stock at     Price at    New           Remaining at
                                     Options        After        Time of      Time of    Exercise    Date of Repricing
        Name             Date       Repriced      Repricing     Repricing    Repricing     Price
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

<S>                   <C>               <C>           <C>          <C>           <C>         <C>         <C>    
Pauline Lo Alker      10/31/97          100,000        66,667      $  4.94       $14.00      $ 4.94       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
                      10/31/97          180,000       120,000      $  4.94       $15.00      $ 4.94       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
                      9/18/96           100,000       100,000      $ 15.00       $13.25      $15.00      10 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
                      9/18/96            80,000        80,000      $ 15.00       $20.00      $15.00       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
Fred Kiremidjian      10/31/97           50,000        50,000      $  4.94       $14.00      $ 4.94       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
                      10/31/97          200,000       200,000      $  4.94       $18.63      $ 4.94       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
Robert Hersh          10/31/97           50,000        50,000      $  4.94       $ 9.13      $ 4.94       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
James Sullivan        10/31/97           50,000        50,000      $  4.94       $ 7.13      $ 4.94      10 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
Oliver Szu            10/31/97           50,000        50,000      $  4.94       $14.00      $ 4.94       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
                      10/31/97           50,000        50,000      $  4.94       $14.00      $ 4.94       8 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
Donald Morrison (1)   1/19/96            50,000        50,000      $ 12.00       $21.88      $12.00       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
Derek Obata (1)       1/19/96            35,000        35,000      $ 12.00       $13.88      $12.00       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------

--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
John Chan (1)         1/19/96            60,000        60,000      $ 12.00       $23.00      $12.00       9 years
--------------------- ----------- -------------- ------------- ------------ ------------ ----------- ------------------
<FN>
<PAGE>

(1)  Mr.  Morrison,  Mr. Obata and Mr. Chan terminated their employment with the
     Company  prior to December 31, 1997.  Accordingly,  these  options  expired
     without being exercised.
(2)
</FN>
</TABLE>

Chief Executive Officer Compensation

         The Compensation of the Chief Executive  Officer is based upon the same
criteria outlined above for the other executive  officers of the Company.  While
the Chief Executive Officer makes recommendations about the compensation levels,
goals and performance of the other executive officers,  she does not participate
in the discussions regarding her compensation or performance.

         In 1997,  Ms.  Alker  received a base salary of $175,000  and awarded a
cash bonus of $149,000 based on her individual  performance  and the performance
of the Company in 1996.  In March 1998,  the  Company  and Ms.  Alker  agreed to
terminate  her  employment  and  her  position  as a  director  of the  Company,
effective upon the hiring of a successor for those  positions.  In consideration
for Ms. Alker's agreeing to remain in her current positions until such time, and
in  recognition  for her  leadership of the Company and seven years of dedicated
service to Company, the Committee awarded Ms. Alker severance of one year's base
salary. In addition,  the Committee agreed to grant immediate vesting of all her
outstanding stock options at the time a successor is hired.

Qualifying Compensation

         The Committee has considered the potential  impact of Section 162(m) of
the Internal  Revenue Code ("Section  162(m)") adopted under the Federal Revenue
Reconciliation  Act of 1993.  Section  162(m)  disallows a tax deduction for any
publicly-held corporation for certain executive officers' compensation exceeding
$1 million  per person in any  taxable  year  unless it is  "performance  based"
within the meaning of Section 162(m).  Since to date the cash  compensation plus
restricted  stock vesting of each of the Company's  executive  officers has been
below the $1 million threshold and since the Committee believes that any options
granted  under the  Company's  option  plan will meet the  requirement  of being
performance-based under the provisions of Section 162(m), the Committee believes
that Section  162(m) will not reduce the tax deduction  available to the Company
for fiscal  year 1997 or prior  years.  The  Company's  policy is, to the extent
reasonable,  to qualify its executive  officers'  compensation for deductibility
under the applicable tax laws.


STOCK PERFORMANCE GRAPH

Five-Year Stockholder Return Comparison

         The graph below compares the cumulative total return on the Company's
Common  Stock for the end of each six month  periods  since the  initial  public
offering  in June 1994  compared to the CRSP Total  Return  Index for the Nasdaq
Stock Market (US companies),  an indicator of broad market performance,  and the
CRSP Total Return Index for the Nasdaq Computer  Manufacturer  Stocks (SIC 357),
an  indicator  of the  market  performance  of  this  sector.  The  stock  price
performance  shown on the graph below is not  necessarily  indicative  of future
price performance.

                      Cumulative Comparison of Total Return

[The following  descriptive  data is supplied in accordance  with Rule 304(d) of
Regulation S-T]

                            [GRAPHIC OMITTED]
<TABLE>
NPI
STOCK PERFORMANCE GRAPH FOR '98 PROXY
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                            6/28/94   12/30/94    6/30/95   12/31/95    6/30/96   12/31/96   6/30/97   12/31/97 
--------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>       <C>         <C>       <C>        <C>       <C>        <C> 
NPI                                             $100        $445      $356        $192      $280       $290      $115       $118
--------------------------------------------------------------------------------------------------------------------------------
Nasdaq U.S. Market                              $100        $108      $134        $152      $172       $187      $209       $230
--------------------------------------------------------------------------------------------------------------------------------
Nasdaq Computer Manufacturers                   $100        $141      $181        $222      $257       $298      $323       $360
--------------------------------------------------------------------------------------------------------------------------------
<FN>
*    Assumes $100 invested on June 28, 1994 in the Company's Common Stock and in
     each index listed above.
**   Data points are as of the last business day of the respective month.
***  The total  return  for the  Company's  Common  Stock and the  indices  used
     assumes the reinvestment of dividends for securities on which dividends are
     paid. Dividends have never been declared on the Company's Common Stock.
</FN>
</TABLE>


<PAGE>


                                     PART IV


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


<TABLE>
The information  required by subsections (a)1 and (a)2 of this item are included
in the response to Item 8 of Part III of this Annual Report on Form 10-K.

<CAPTION>
(a)      Exhibits
<S>                     <C>
          3.1(1)        Amended and Restated Certificate of Incorporation.
          3.2(1)        By-Laws.
          4.1(1)        Fourth Amended and Restated Investor Rights Agreement dated July 15, 1993.
          10.1(1)       Form of Indemnity Agreement for directors and officers.
          10.2(1)       Amended and Restated 1993 Stock Option Plan and forms of agreement thereunder.
          10.3(1)       1994 Employee Stock Purchase Plan.
          10.4(1)       1994 Outside Directors Stock Option Plan and form of agreement thereunder.
          10.9(1)       Facilities Lease dated August 8, 1991 with John Arrillaga,  Trustee, or his Trustee, or
                        his Successor Trustee UTA dated 7/20/77, as amended, and Richard T. Peery,  Trustee, or his Successor
                        Trustee UTA dated 7/20/77, as amended.
          10.12(1)(2)   OEM Purchase Agreement with Network General Corporation dated March 4, 1991.
          10.14(3)      Amendment No. 1, dated June 1, 1994, to Facilities Lease with John Arrillaga,  Trustee,
                        or his Successor Trustee UTA dated 7/20/77,  as amended, and Richard T. Peery,  Trustee, or his Successor 
                        Trustee UTA dated 7/20/77, as amended.
          10.18(4)      Purchase  Agreement  among  Network   Peripherals  Inc.,  Network Peripherals,  Ltd., NuCom Systems, Inc., 
                        and the shareholders of NuCom, dated January 31, 1996.
          10.22 (5)     Line of Credit Agreement with Sumitomo Bank dated October 2, 1996.
          10.23 (5)     Agreement with Glenn Penisten dated May 15, 1996.
          10.26 (7)     Purchase  Agreement among Network  Peripherals  Inc.,  NetVision  Corporation,  and the
                        shareholders of NetVision , dated April 29, 1997.
          10.27 (6)     1997 Stock Option Plan.
          10.28 (6)     Amended 1994 Outside Directors Option Plan.
          10.29 (8)     Development  and Purchase  Agreement with Sun  Microsystems,  Inc.,  dated February 25,
                        1994.
          10.30 (8)     Corporate Supply Agreement with Sun Microsystems, Inc., dated March 31, 1997.
          10.31 (9)     Modification Agreement,  dated August 29, 1997, to amend  certain  terms  of the  Line of  Credit  Agreement
                        with Sumitomo Bank of California.
          10.32 (9)     Second Modification Agreement,  dated November 17, 1997,  to amend certain  terms of the Line of Credit  
                        Agreement with Sumitomo Bank of California.
          10.33 (9)     Amended and Restated Salary Continuation  Agreement with Pauline Lo Alker dated October
                        31, 1997.
          10.34 (9)     Amended and Restated Salary Continuation  Agreement with Robert Hersh dated October 31,
                        1997.
          10.35 (9)     Salary Continuation Agreement with Glenn Penisten dated October 31, 1997.
          10.36 (9)     Salary Continuation Agreement with Fred Kiremidjian dated October 31, 1997.
          10.37 (9)     Salary Continuation Agreement with James Sullivan dated October 31, 1997.
          10.38 (9)     Consent of Independent Accountants dated March 27, 1998.
          27    (9)     Financial Data Schedule.

                                       35

<PAGE>


(b)      Reports on Form 8-K
         None

         (1)    Incorporated   by   reference  to  the   corresponding   Exhibit  previously filed as an Exhibit to the Registrant's
                Registration Statement on Form S-1 (File No. 33-78350).
         (2)    Confidential treatment has been granted as to part of this Exhibit.
         (3)    Incorporated   by   reference  to  the   corresponding   Exhibit  previously  filed as an  Exhibit to the  
                Registrant's  Quarterly  Report on Form 10-Q for the period ended June 30, 1994 (File No.
                0-23970).
         (4)    Incorporated by reference to the Registrant's report on Form 8-K filed on March 31, 1996 (File No. 0-23970).
         (5)    Incorporated by reference to the  corresponding  exhibit in the  Registrant's  Annual Report on Form 10-K for
                the year ended December 31, 1996 (File No. 0-23970).
         (6)    Incorporated  by reference to the  corresponding  exhibit in the Registrant's  Quarterly Report on Form 10-Q for the
                period ended June 30, 1997 (File No. 0-23970).
         (7)    Incorporated by reference to the Registrant's report on Form 8-K filed on May 14, 1997 (File No. 0-23970).
         (8)    The Registrant has filed portions of these  agreements  separately  with the Commission and has requested that those
                portions be afforded confidential treatment.
         (9)    Filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997.

                                                                 36

</TABLE>


<PAGE>


                                   SIGNATURES

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

                                         NETWORK PERIPHERALS INC.

                                         By: \s\ROBERT HERSH
                                             ----------------------------------
                                             Robert Hersh
                                             Vice President of Operations and
                                             Chief Financial Officer
                                             (Authorized Officer)