<PAGE>
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED APRIL 18, 1997 REGISTRATION NO. 333-17519
$103,500,000
S3 INCORPORATED
5-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
AND
SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement relates to the resale by the holders (the "Selling
Securityholders") of 5-3/4% Convertible Subordinated Notes due 2003 (the
"Notes") of S3 Incorporated (the "Company") and the shares of Common Stock,
par value $.0001 per share (the "Common Stock"), of the Company issuable upon
the conversion thereof (the "Conversion Shares").
This Prospectus Supplement should be read in conjunction with the Prospectus
dated April 18, 1997, which is to be delivered with this Prospectus Supplement.
All capitalized terms used but not defined in this Prospectus Supplement shall
have the meanings given them in the Prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the Prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
<CAPTION>
NUMBER OF
PRINCIPAL AMOUNT PERCENTAGE OF CONVERSION SHARES PERCENTAGE OF
OF NOTES NOTES THAT COMMON STOCK
NAME THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (1) OUTSTANDING (2)
---- ---------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
The SMM Co.
B.V. . . . . . . $11,000,000 11.7 572,320 1.1
</TABLE>
_____________
* Less than 1%.
(1) Assumes conversion of the full amount of Notes held by such holder at the
initial conversion price of $19.22 per share; such conversion price is
subject to adjustment as described under "Description of the
Notes-Conversion." Accordingly, the number of shares of Common Stock
issuable upon conversion of the Notes may increase or decrease from time to
time. Under the terms of the Indenture, fractional shares will not be
issued upon conversion of the Notes; cash will be paid in lieu of fractional
shares, if any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange
Act and based upon 49,287,108 shares of Common Stock outstanding as of May
29, 1997, treating as outstanding the number of Conversion Shares shown as
being issuable upon the assumed conversion by the named holder of the full
amount of such holder's Notes but not assuming the conversion of the Notes
of any other holder.
____________________
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE RISK FACTORS
BEGINNING ON PAGE 3 OF THE PROSPECTUS.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus Supplement is May 30, 1997.
