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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K/A-2

(MARK ONE)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 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. 0-26660

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ESS TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 94-2928582
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
46107 LANDING PARKWAY, FREMONT, CALIFORNIA 94538
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code:
(510) 226-1088

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

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of 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, based upon the closing sale price of the Common Stock on
February 29, 1996 ($20.875) as reported on the Nasdaq National Market, was
approximately $251,146,000. Shares of Common Stock held by each officer and
director and by each person who owned 5% or more of the Registrant's outstanding
Common Stock on that date have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

As of February 29, 1996, Registrant had outstanding 36,217,836 shares of
Common Stock.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for Registrant's 1996 Annual Meeting of
Stockholders are incorporated by reference in Part III.

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2

PART IV

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

(a) The following documents are filed as part of this Report:

1. FINANCIAL STATEMENTS. The following Consolidated Financial Statements
of ESS Technology, Inc. are included in Item 8.

Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December 31,
1995,
1994 and 1993
Consolidated Statements of Shareholders' Equity for the years ended
December 31,
1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended December 31,
1995,
1994 and 1993

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES. Financial statement schedules have been
omitted because the information called for is not required or is shown either in
the Consolidated Financial Statements or Notes thereto.

3. EXHIBITS

EXHIBIT
NUMBER EXHIBIT TITLE
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2.01 -- Agreement and Plan of Reorganization dated December 12, 1995 among Registrant, ESS
Acquisition Corporation and VideoCore Technology, Inc. ("VideoCore") (Incorporated
herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K
dated January 17, 1996 (the "Form 8-K")).
2.02 -- Agreement of Merger dated as of January 3, 1996 among Registrant, ESS Acquisition
Corporation and VideoCore. (Incorporated herein by reference to Exhibit 2.2 to the
Form 8-K).
3.01 -- Registrant's Articles of Incorporation (Incorporated herein by reference to Exhibit
3.01 to the Registrant's Form S-1 registration statement (File No. 33-95388)
declared effective by the Securities and Exchange Commission on October 5, 1995
(the "Form S-1")).
3.02 -- Registrant's Bylaws (Incorporated herein by reference to Exhibit 3.02 to the Form
S-1).
4.01 -- Form of Specimen Certificate for Registrant's Common Stock (Incorporated herein by
reference to Exhibit 4.01 to the Form S-1).
10.01 -- Registrant's 1986 Stock Option Plan and related documents (Incorporated herein by
reference to Exhibit 10.01 to the Form S-1).*
10.02 -- Registrant's 1992 Stock Option Plan and related documents (Incorporated herein by
reference to Exhibit 10.02 to the Form S-1).*
10.03 -- Registrant's 1995 Equity Incentive Plan and related documents (Incorporated herein
by reference to Exhibit 10.03 to the Form S-1).*
10.04 -- Registrant's 1995 Directors Stock Option Plan and related documents (Incorporated
herein by reference to Exhibit 10.04 to the Form S-1).*
10.05 -- Registrant's 1995 Employee Stock Purchase Plan and related documents (Incorporated
herein by reference to Exhibit 10.05 to the Form S-1).*
10.06 -- Registrant's Amended 401(k) Plan (Incorporated herein by reference to Exhibit 10.06
to the Form S-1).*

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3

EXHIBIT
NUMBER EXHIBIT TITLE
- ------ -----------------------------------------------------------------------------------

10.07 -- Registrant's Rights Agreement dated May 28, 1993 among the Registrant and certain
security holders (Incorporated herein by reference to Exhibit 10.07 to the Form
S-1).
10.08 -- Stock Transfer Agreement dated May 22, 1995 among WK Technology Fund, WK Technology
Fund II, WK Technology Fund III, Fred S.L. Chan, Annie M.H. Chan and Fred S.L. and
Annie M.H. Chan Charitable Trust, dated November 20, 1992 (Incorporated herein by
reference to Exhibit 10.08 to the Form S-1).
10.09 -- Stock Transfer Agreement dated May 22, 1995 among Technology Associates
Corporation, Tekkang Management Consulting Inc., Kummell Investments Limited, Fred
S.L. Chan, Annie M.H. Chan and Fred S.L. and Annie M.H. Chan Charitable Trust,
dated November 20, 1992 (Incorporated herein by reference to Exhibit 10.09 to the
Form S-1).
10.10 -- Stock Transfer Agreement dated May 22, 1995 among Universe Electron Corporation,
Fred S.L. Chan, Annie M.H. Chan and Fred S.L. and Annie M.H. Chan Charitable Trust,
dated November 20, 1992 (Incorporated herein by reference to Exhibit 10.10 to the
Form S-1).
10.11 -- Form of Indemnity Agreement entered into by Registrant with each of its directors
and executive officers (Incorporated herein by reference to Exhibit 10.11 to the
Form S-1).
10.12 -- Sublease dated October 15, 1992 between Raychem Corporation (as successor in
interest to Remtek Corporation) and Registrant, as amended November 1, 1993, and
September 1, 1994; Master Lease dated April 11, 1986 between Renco Equities III and
Remtek Corporation, as amended January 29, 1994; and Option to Renew Lease dated
January 25, 1989 between Renco Equities III and Remtek Corporation (Incorporated
herein by reference to Exhibit 10.12 to the Form S-1).
10.13 -- Standard Industrial/Commercial Multi-Tenant Lease -- Modified Net dated April 3,
1995 between Gagos Living Trust and Registrant, as amended May 1, 1995; and
Addendum thereto dated as of April 8, 1995 (Incorporated herein by reference to
Exhibit 10.13 to the Form S-1).
10.14 -- Real Property Purchase Agreement and Deposit Receipt dated July 5, 1995 between
King & Lyons and Registrant (Incorporated herein by reference to Exhibit 10.14 to
the Form S-1).
10.15 -- License Agreement dated November 12, 1987 among Forrest S. Mozer, Registrant and
Sharp Kabushiki Kaisha (Incorporated herein by reference to Exhibit 10.15 to the
Form S-1).**
10.16 -- License Agreement dated September 20, 1991 between Registrant and Zilog, Inc.
(Incorporated herein by reference to Exhibit 10.16 to the Form S-1).**
10.17 -- Software License Agreement dated July 18, 1995 among Registrant, Sensory Circuits,
Inc. and Forrest Mozer (Incorporated herein by reference to Exhibit 10.17 to the
Form S-1).**
10.18 -- Foundry Agreement dated March 29, 1993 between Registrant and Integrated Circuit
Works Incorporated (Incorporated herein by reference to Exhibit 10.18 to the Form
S-1).**
10.19 -- Purchase Agreement dated June 17, 1994 between Compaq Computer Corporation and
Registrant (Incorporated herein by reference to Exhibit 10.19 to the Form S-1).**
10.20 -- International Distributorship Agreement dated July 1, 1994 between Registrant and
Universe Electron Corporation (Incorporated herein by reference to Exhibit 10.20 to
the Form S-1).
10.21 -- Option I Agreement between Registrant and Taiwan Semiconductor Manufacturing Co.,
Ltd. ("TSMC") dated November 30, 1995, as amended December 28, 1995.***
10.22 -- Option II Agreement between Registrant and TSMC dated November 30, 1995.***
10.23 -- Foundry Venture Agreement between Registrant and United Microelectronics
Corporation ("UMC") dated November 28, 1995, as amended January 31, 1996.***
10.24 -- FabVen Foundry Capacity Agreement among FabVen, UMC and Registrant dated November
28, 1995.***

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4

EXHIBIT
NUMBER EXHIBIT TITLE
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10.25 -- Form of Employment and Non-Competition Agreement among the Registrant, VideoCore
and Jan Fandrianto dated December 12, 1995. (Incorporated herein by reference to
Exhibit 2.1 to the Form 8-K).*
10.26 -- Form of Employment and Non-Competition Agreement among the Registrant, VideoCore
and Chi-Shin Wang dated December 12, 1995. (Incorporated herein by reference to
Exhibit 2.1 to the Form 8-K).*
11.01 -- Statement regarding computation of per share earnings.
21.01 -- List of Registrant's subsidiaries.
23.01 -- Consent of Independent Accountants.

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* Represents a management contract or compensatory plan of arrangement.

** Confidential treatment has been granted with respect to certain portions of
this agreement. Such portions have been redacted and marked with a double
asterisk. The non-redacted version of this agreement has been filed with the
Securities and Exchange Commission pursuant to an application for
confidential treatment.

*** Confidential treatment has been requested with respect to certain portions
of this agreement. Such portions have been redacted and marked with a double
asterisk. The non-redacted version of this agreement has been filed with the
Securities and Exchange Commission pursuant to an application for
confidential treatment.

(b) Reports on Form 8-K: The Company did not file a report on Form 8-K
during the quarter ended December 31, 1995.

With the exception of the information incorporated by reference to the
Company's Proxy Statement for the 1996 Annual Meeting of Shareholders in Items
10, 11, 12 and 13 of Part III, the Proxy Statement is not deemed to be filed as
part of this Report.

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SIGNATURES

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

ESS TECHNOLOGY, INC.

Dated: July 15, 1996 By: /s/ RALPH J. HARMS

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Ralph J. Harms
Vice President, Chief Financial
Officer
and Secretary