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

FORM 10-Q/A

     (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2000

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 14(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 000-24647

Terayon Communication Systems, Inc.
(Exact name of Registrant as specified in its Charter)

 

Delaware	77-0328533
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

2952 Bunker Hill Lane
Santa Clara, California    95054
(Address of Principal Executive Offices including Zip Code)

(408) 727-4400
(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 14 (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 reports), and (2) has been subject to such filing requirements for the past 90 days.    YES [X]    NO [  ]

The number of outstanding shares of the registrant's Common Stock, $0.001 par value, was 65,889,847 at November 8, 2000.

The Registrant hereby amends Item 6 contained in , and Exhibit 27.1 filed with, the Registrant's Report on Form 10-Q for the quarterly period ending September 30, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits