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

                            ___________________

                               FORM 10-Q/A-1

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

  For the Quarterly Period Ended June 30, 1997 Commission File No. 0-23596

                                    OR

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

               For the transition period from            to

                            ___________________

                         C-CUBE MICROSYSTEMS INC.
          (Exact name of registrant as specified in its charter)

            Delaware                       77-0192108
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)       Identification No.)

                    1778 McCarthy Boulevard
                  Milpitas, California  95035
     (Address and zip code of principal executive offices)

Registrant's telephone number, including area code:    (408) 944-6300

Former name, former address and former fiscal year, if changed since last
year:     N/A

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.

                        [X]  Yes         [   ]  No

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

As of July 31, 1997, 36,520,587 shares of the Registrant's Common Stock
were outstanding.

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The registrant hereby amends its Quarterly Report on Form 10-Q filed
August 14, 1997 as follows:


Footnote (1) to Exhibit 10.38 of Item 6(a) and the Exhibit Index is amended
and restated in full to read "Confidential treatment requested as to the
redacted portions of this exhibit."




                                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.

                                          C-Cube Microsystems Inc.
                                          (Registrant)


Dated:  October 8, 1997             By:  /s/  John J. Hagedorn
       -----------------                -----------------------
                                           John J. Hagedorn
                                    Vice President of Finance and
                               Administration, Chief Financial Officer
                                            and Secretary