SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1


(Mark One)
[ X ]     Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange  Act of 1934 for the quarterly period ended April 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 number  0-21342

                            WIND RIVER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                    94-2873391
   (State of incorporation)               (I.R.S. Employer Identification No.)

               1010 ATLANTIC AVENUE,  ALAMEDA,  CALIFORNIA  94501
                     (Address of principal executive office)


                                 (510) 748-4100
                               (Telephone number)

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.

                              (1) Yes  X   No
                                      ---     ---
                              (2) Yes  X   No
                                      ---     ---

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

         COMMON STOCK: 13,883,053 SHARES OUTSTANDING AS OF MAY 31, 1996



PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits
          10.1*          Employee Stock Purchase Plan, as amended to date
          10.2*          1995 Non-Employee Directors' Stock Option Plan
          10.3*          1987 Equity Incentive Plan, as amended to date
          10.4           Amendment, dated January 25, 1995, to Master
                         Distributor Agreement between Wind River Systems, K.K.
                         and Innotech Corporation

     (b)  No reports on form 8-K have been filed for the quarter ended
          April 30, 1996.

     No other items.




                                    SIGNATURE

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

                                        WIND RIVER SYSTEMS, INC.



     Date:     July 3, 1996        /s/ RICHARD W. KRABER
                                   --------------------------------
                                        Richard W. Kraber
                                        Chief Financial Officer




- --------------------------------------------------------------------------------
*Incorporated by reference to the registrant's Registration Statement on
Form S-8 (File No. 333-06921)


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                                  Exhibit Index


Exhibit No.    Exhibit Name                                              Page
- -----------    ------------                                              ----

10.4           Amendment, dated January 25, 1995, to Master                4
               Distributor Agreement between Wind River
               Systems, K.K. and Innotech Corporation


                                        3