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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                       
                                 FORM 10-Q/A


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

                 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                          OR

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

               For the Transition Period from            to 
                                              ----------    ------------
                                              ----------    ------------

                          COMMISSION FILE NO. 0-25298
                                           
                              OAK TECHNOLOGY, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                           
                   DELAWARE                                     77-0161486
         (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

                                   139 KIFER COURT
                             SUNNYVALE, CALIFORNIA 94086
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
                                           
                                    (408) 737-0888
                 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                                           
                                           
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  YES  X    NO     .
                                        ---      ---

As of September 30, 1996, there were outstanding 40,357,343 shares of the
Registrant's Common Stock, par value $0.001 per share. 


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                                 FORM 10-Q/A

                               Amendment No. 1


     In accordance with the Securities and Exchange Commission's order dated 
March 6, 1997 granting Oak Technology's Application for confidential 
treatment, the undersigned Registrant hereby amends Exhibit 10.13 filed 
pursuant to Item 6 of Form 10-Q and files such amended exhibit herewith.









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ITEM 6. EXHIBITS AND REPORTS ON FORM  8-K

    (a)  The following exhibits are filed herewith or incorporated by reference
herein.
        Exhibit
        Number    Exhibit Title
        -------   -------------

         3.01     The Company's Restated Certificate of Incorporation, 
                  amended (1)

         3.02     The Company's Restated Bylaws (2)

         4.01     Form of Specimen Certificate for the Company's Common 
                  Stock (3)

         4.02     Amended and Restated Registration Rights Agreement
                  dated as of Oct. 15, 1993 among the Company and
                  various investors (3)

         4.03     The Company's Restated Certificate of Incorporation, as 
                  amended  (See Exhibit 3.01)

         4.04     The Company's Restated Bylaws (See Exhibit 3.02)

        10.01     1988 Stock Option Plan, as amended and related
                  documents (3)*

        10.02     1994 Stock Option Plan and related documents (3), and 
                  amendment thereto dated February 1, 1996 (4)*

        10.03     1994 Outside Directors' Stock Option Plan and related  
                  documents (3)*

        10.04     1994 Employee Stock Purchase Plan (3)*

        10.05     401(k) Plan and related documents (3) and Amendment Number  
                  One and Supplemental Participation Agreement thereto (5)*

        10.06     Lease Agreement dated August 3, 1988 between John Arrillaga,
                  Trustee, or his Successor Trustee, UTA dated 7/20/77 (John  
                  Arrillaga Separate Property Trust) as amended and Richard T.
                  Peery, Trustee, or his Successor Trustee, UTA dated 7/20/77 
                  (Richard T. Peery Separate Property Trust) as amended, and 
                  Justin  Jacobs, Jr., dba Siri-Kifer Investments, a joint 
                  venture, and  the Company, as amended June 1, 1990, and 
                  Consent to Alterations dated March 26, 1991 (lease agreement 
                  for 139 Kifer Court, Sunnyvale, California) (3), and 
                  amendments thereto dated June 15, 1995 and July 19, 1995 (5)

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        10.07     Lease Agreement dated August 22, 1994 between John Arrillaga,
                  Trustee, or his Successor Trustee, UTA dated 7/20/77 (John  
                  Arrillaga Separate Property Trust) as amended and Richard T.
                  Peery, Trustee, or his Successor Trustee, UTA dated 7/20/77
                  (Richard T. Peery Separate Property Trust) as amended, and 
                  Justin  Jacobs, Jr., dba Siri-Kifer Investments, a joint 
                  venture, and  the Company (lease agreement for 140 Kifer 
                  Court, Sunnyvale,  California) (3), and amendment thereto 
                  dated June 15, 1995 (5)

        10.08     Form of Indemnification Agreement, between the Company and 
                  each of its Directors and executive officers (14)

        10.09     VCEP Agreement dated July 30, 1990 between the Company      
                  and Advanced Micro Devices, Inc. (3)

        10.10     Product License Agreement dated April 13, 1993 between 
                  the Company and Media Chips, Inc., as amended September 16,
                  1993 (3)

        10.11     Resolutions of the Board of Directors of the Company dated 
                  July 27, 1994 setting forth the provisions of the Executive 
                  Bonus Plan (3)(12)*

        10.12     Employee Incentive Plan effective January 1, 1995 (3)*

        10.13     Option Agreement between Oak Technology, Inc., and Taiwan
                  Semiconductor Manufacturing Co., Ltd. dated as of August 8,
                  1996(12)

        10.14     Foundry Venture Agreement between the Company and      
                  United Microelectronics Corporation dated as of October 2, 
                  1995 (6)(12)

        10.15     Fab Ven Foundry Capacity Agreement among the Company, Fab 
                  Ven and United Microelectronics Corporation dated as of    
                  October 2, 1995 (7)(12)

        10.16     Written Assurances Re: Foundry Venture Agreement among
                  the Company, United Microelectronics Corporation and Fab Ven
                  dated as of October 2, 1995 (8)(12)

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        10.17     Lease Agreement dated June 15, 1995 between John Arrillaga,
                  Trustee, or his Successor Trustee, UTA dated 7/20/77 (John  
                  Arrillaga Separate Property Trust) as amended and Richard T.
                  Peery, Trustee, or his successor Trustee, UTA dated 7/20/77
                  (Richard T. Perry Separate Property Trust) as amended, and the
                  Company (lease agreement for 130 Kifer Court, Sunnyvale,  
                  California) (9), and amendments thereto dated June 15, 1995 
                  and  August 18, 1995 (10)

        10.18     Deposit Agreement dated November 8, 1995 between Chartered  
                  Semiconductor Manufacturing Ltd. and the Company (11), and  
                  Amendment Agreement (No. 1) thereto dated September 25, 1996
                  (13)**

        11.01     Statement regarding computation of net income (loss) per 
                  share (14)

        27.01     Financial Data Schedule (14)
    
_________________________

(1)  Incorporated herein by reference to exhibit 3.01 of the Company's Quarterly
     Report on Form 10-Q for the quarter ended March 31, 1996.   
(2)  Incorporated herein by reference to exhibit 3.05 filed with the Company's
     Registration Statement on Form S-1 (File No. 33-87518) declared 
     effective by the Securities and Exchange Commission on February 13, 1995 
     (the "February 1995 Form S-1").
(3)  Incorporated herein by reference to the exhibit with the same number filed
     with the February 1995 Form S-1.
(4)  Incorporated herein by reference to Exhibit 10.1 filed with the Company's
     Registration  Statement on Form S-8 (File No. 333-4334) on May 2, 1996.
(5)  Incorporated herein by reference to the exhibit with the same number filed
     with the  Company's Annual Report on Form 10-K for the year ended June 30, 
     1996.
(6)  Incorporated herein by reference to Exhibit 2.1 filed with the Company's
     Form 8-K dated October 2, 1995 (the "October 1995 form 8-K").
(7)  Incorporated herein by reference to Exhibit 2.2 filed with the October 1995
     Form 8-K.
(8)  Incorporated herein by reference to Exhibit 2.3 filed with the October 1995
     Form 8-K.
(9)  Incorporated herein by reference to Exhibit 10.08 filed with the Company's
     Annual Report on Form 10-K for the year ended June 30, 1995.
(10) Incorporated herein by reference to Exhibit 10.08 filed with the Company's
     Annual Report on Form 10-K for the year ended June 30, 1996.
(11) Incorporated herein by reference to Exhibit 10.04 filed with the Company's
     Quarterly Report on Form 10-Q for the quarter ended December 31, 1995.
(12) Confidential treatment has been granted with respect to portions of this
     exhibit.
(13) Incorporated herein by reference to Exhibit 10.17 filed with the Company's
     Annual Report on Form 10-K for the year ended June 30, 1996.
(14) Incorporated herein by reference to the exhibit with the same number 
     filed with the Company's quarterly report on Form 10-Q for the quarter 
     ended September 30, 1996.

*    Indicates Management incentive plan.
**   Confidential treatment requested as to portions of the exhibit.

      (b)  The Company did not file any reports on Form 8-K during the three
           months ended September 30, 1996.

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                                  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.

                                    OAK TECHNOLOGY, INC.
                                    (Registrant)
Date:  March 24, 1997

                                    /S/ SIDNEY S. FAULKNER
                                    ----------------------
                                    Sidney S. Faulkner
                                    Vice President, Finance, 
                                    Chief Financial Officer and Secretary
                                    (Principal Financial and Accounting Officer
                                    and Duly Authorized Officer)









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                                EXHIBIT INDEX

    Exhibit
    Number    Exhibit Title                                                
    -------   -------------                                                
    10.13     Option Agreement between Oak Technology, Inc., and Taiwan   
              Semiconductor Manufacturing Co., Ltd. dated as of August 8, 
              1996**
______________________

**   Confidential treatment granted as to portions of the exhibit.



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