CYRIX CORP
10-K405/A, 1996-05-20
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
(Mark One)
   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                                       OR
   [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

      FOR THE TRANSITION PERIOD FROM ________________ TO _________________


                           COMMISSION FILE NO. 0-21904
                          ____________________________

                                CYRIX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                        75-2218250
(STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                          2703 NORTH CENTRAL EXPRESSWAY
                             RICHARDSON, TEXAS 75080
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 968-8387

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          Common Stock, $.004 Par Value

                                (Title of Class)

     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  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes    X      No
                                       -------      -------

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained herein,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. /X/

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  as of February 1, 1996 was  approximately  $484,927,772.  As of
February 1, 1996, there were 19,292,953  outstanding  shares of the registrant's
Common Stock.

     Portions  of  the   registrant's   Proxy   Statement  to  be  furnished  to
stockholders  in connection  with its 1996 Annual  Meeting of  Stockholders  are
incorporated by reference into Part III of this Form 10-K.


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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                       AMENDMENT TO APPLICATION OR REPORT
                FILED PURSUANT TO SECTION 12, 13, OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                CYRIX CORPORATION

                                   FORM 10-K/A
                                 AMENDMENT NO. 1



     The undersigned  registrant  hereby amends the following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 as set forth in the pages attached hereto:

     Item 5.      Market for Registrant's  Common Equity and Related Stockholder
                  Matters

     Exhibit 21   Subsidiaries.

                                      -2-
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ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  common stock is quoted on the Nasdaq  National  Market under
the symbol "CYRX."

     The  following  table  sets  forth the range of high and low last  reported
sales prices for the Company's  common stock as reported by the Nasdaq  National
Market for each quarter of fiscal 1995 and fiscal 1994. At February 1, 1996, the
number of record holders of the Company's common stock was approximately 545.

<TABLE>
<CAPTION>
                        1995              1994
                  ----------------  ----------------
                     High      Low     High      Low
                  -------  -------  -------  -------
  <S>              <C>      <C>      <C>      <C>
  1st Quarter      $26.00   $17.00   $32.87   $19.00
  2nd Quarter      $28.00   $20.25   $33.50   $21.50
  3rd Quarter      $48.19   $22.25   $47.12   $33.37
  4th Quarter      $42.50   $22.50   $45.25   $19.25

</TABLE>


     The Company has not paid cash  dividends on its common stock and intends to
continue a policy of retaining  any earnings for  reinvestment  in its business.
Furthermore,  the payment of  dividends by the Company is  prohibited  under the
terms of the Company's loan agreements  with IBM Credit  Corporation and General
Electric  Capital  Corporation  and its revolving  credit  agreement  with First
Interstate  Bank of  Texas,  N.A.,  National  Bank of Canada  and The  Boatmen's
National Bank of St. Louis.

                                      -3-
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ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

Exhibit           
Number         Description     
- ----------     ------------------------------------------  
<S>            <C>

21             Subsidiaries.   

</TABLE>
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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Form  10-K/A,  Amendment  No. 1 to its Annual
Report on Form 10-K,  to be signed on its behalf by the  undersigned,  thereunto
duly authorized.

                              CYRIX CORPORATION


                              By:  /s/ Timothy W. Kinnear
                                   -----------------------
                                      (Timothy W. Kinnear)
                             Vice President of Finance and Treasurer
                  (Principal Financial Officer and Principal Accounting Officer)



<TABLE>
<CAPTION>
                                            CYRIX CORPORATION AND SUBSIDIARIES

                                                 EXHIBIT 21 - SUBSIDIARIES

                                               Jurisdiction                     Name Under Which
Subsidiary                                     of Incorporation                 Subsidiary Does Business  
- ----------                                     ----------------                 ------------------------  
<S>                                             <C>                             <C>    
Cyrix International, Inc.                       Delaware                        Cyrix International, Inc.
                                                                                Cyrix International, Inc., Taiwan Branch
                                                                                Cyrix International, Inc., Hong Kong Branch

Cyrix K. K.                                     Japan                           Cyrix K. K.

Cyrix International Limited                     United Kingdom                  Cyrix International Limited

Cyrix Asia Pacific (Singapore) Pte. Ltd.        Singapore                       Cyrix Asia Pacific (Singapore) Pte. Ltd.

Cyrix Manufacturing, Inc.                       Delaware                        Cyrix Manufacturing, Inc.

Cyrix Export Sales Corporation                  Barbados                        Cyrix Export Sales Corporation

Cyrix Systems General Partner, Inc.             Delaware                        Cyrix Systems General Partner, Inc.

Cyrix Systems Holdings, Inc.                    Delaware                        Cyrix Systems Holdings, Inc.

Cyrix Systems Service Corporation               Delaware                        Cyrix Systems Service Corporation

Cyrix Systems Products, Limited                                                 Cyrix Systems Products, Limited
   Partnership                                  Delaware                           Partnership

Cyrix Systems Direct, Limited                                                   Cyrix Systems Direct, Limited
   Partnership                                  Delaware                           Partnership

</TABLE>



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