<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Securityholders" in the Prospectus is superseded in part by the information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>
Kellner, DiLeo & Co., L.P.............. $ 500,000 * 26,014 *
<FN>
- ------------
* 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
Securities Exchange Act of 1934 based upon 50,588,336 shares of Common
Stock outstanding as of February 26, 1998, and 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.
</FN>
</TABLE>
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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.
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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 February 27, 1998.
