SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                            -------------------------
   
                                    FORM 10-K/A
                                 (AMENDMENT NO. 1)
    
(MARK ONE)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   FOR THE FISCAL YEAR ENDED NOVEMBER 25, 1994

                                       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 NUMBER:  33-6885

                           ADOBE SYSTEMS INCORPORATED
             (Exact name of registrant as specified in its charter)

                     California                            77-0019522
               (State or other jurisdiction of         (I.R.S. Employer
               incorporation or organization)          Identification No.)

       1585 Charleston Road, Mountain View, California      94043-1225
          (Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code:  (415) 961-4400



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


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


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. [   ]

The aggregate market value of the common stock held by non-affliates of the
registrant as of December 30, 1994 was $1,829,275,497.

The number of shares outstanding of the registrant's common stock as of December
30, 1994 was 61,488,252.


   
    



   
     The purpose of this Amendment No. 1 to the Annual Report of Adobe Systems
Incorporated, a California corporation (the "Company"), on Form 10-K for the
fiscal year ended November 25, 1994, is to amend Item 14(a)(3) to add to the
Exhibits the Restated Bylaws of the Company.
    

   
Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
    
   
     Item 14(a)(3) is hereby amended and supplemented by adding the Restated
     Bylaws of the Company to the Exhibit table as Exhibit Number 3.2.7,
     immediately following Exhibit 3.2.6, as follows:
    

   
                               Sequentially       Incorporated By Reference
Exhibit                          Numbered     ---------------------------------
Number    Exhibit Description       Page             Form      Date     Number
- -------------------------------------------------------------------------------
3.2.7     Restated Bylaws          N/A             10-K/A      6/28/95   3.2.7
    


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                              SIGNATURE
    
   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Mountain View, California, on the 28th day of June, 1995.
    

   
                                  ADOBE SYSTEMS INCORPORATED

                               By \s\ COLLEEN M. POULIOT
                                  ------------------------------
                                  Colleen M. Pouliot
                                  Executive Vice President and General Counsel
    

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                                            EXHIBITS

As required under Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K, the exhibits filed as part of this report are provided in this
separate section. The exhibits included in this section are as follows:




   
                                                                   Sequentially
Exhibit                                                                Numbered
Number         Exhibit Description                                         Page
- -----------    --------------------------------------------------  ------------
3.2.7          Restated Bylaws
    



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