SECURITIES AND EXCHANGE COMMISSION


                               WASHINGTON, D.C. 20549

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                                      FORM 8-K

                                   CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)  NOVEMBER 18, 1998
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                                 OAK TECHNOLOGY, INC.
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             (Exact name of registrant as specified in charter)

        DELAWARE                      0-25298                 77-0161486
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(State of incorporation        (Commission File Number)      (IRS Employer 
   or organization)                                        Identification No.)


139 KIFER COURT, SUNNYVALE, CALIFORNIA                               94086
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(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code  (408) 737-0888
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                                         NONE
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          (Former name or former address, if changed since last report)




Item 5.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


     On November 18, 1998, Oak Technology, Inc. (the "Company") amended its
Rights Agreement, dated August 19, 1997 (the "Rights Plan"), to eliminate those
provisions that require that certain actions may only be taken by "Continuing
Directors."  This Amendment to the Rights Plan was made in response to the
Delaware Court of Chancery's recent decision in CARMODY V. TOLL BROTHERS, INC.
In the view of the Company's Board of Directors, based on advice of counsel, the
TOLL BROTHERS decision has cast doubt on the legality under Delaware law of
"Continuing Directors" provisions, also referred to as "dead-hand" provisions,
in many existing shareholder rights plans.  Although the opinion related to the
denial of a motion to dismiss an action challenging the "Continuing Directors"
provision and not an opinion addressing the actual validity of the provision
under Delaware law, the Delaware court stated that a "Continuing Directors"
provision was open to challenge under Delaware law on both statutory and
fiduciary grounds.  A "Continuing Directors" provision provides that outstanding
rights can only be redeemed by "continuing directors," which is generally
defined to mean directors who were members of the board at the time the Rights
Agreement was adopted and any other person who subsequently becomes a member of
the board if such person's nomination for election to the board was recommended
or approved by a majority of the continuing directors.  While the Company's
Rights Plan differs in significant respects from the plan considered in the TOLL
BROTHERS case, particularly as regards to the "Continuing Directors" provisions
thereof, the Board of Directors believes the disputed validity of these
provisions under the TOLL BROTHERS opinion warrants action to amend the Rights
Plan.  The Amendment to the Rights Agreement was included as Exhibit 1 to the
Company's Registration Statement on Form 8-A/A Amendment No. 1 as filed on
November 25, 1998 and is attached hereto as Exhibit 1 and is incorporated by
reference herein.

Item 7.  EXHIBITS.


1.   Amendment to the Company's Rights Agreement.(1)


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     (1) Incorporated by reference to the registrant's Registration Statement on
     Form 8-A/A, as filed with the Securities and Exchange Commission on
     November 25, 1998.



                                     SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.

                                   OAK TECHNOLOGY, INC.

DATE:  November 24, 1998           By:   /s/ SHAWN M. SODERBERG
                                   Name:  Shawn M. Soderberg
                                   Title: Vice President and General Counsel



                                    EXHIBIT INDEX


     Exhibit Number                Document Description
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     1.   Amendment to the Company's Rights Agreement(1)


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          (1) Incorporated by reference to the registrant's Registration
          Statement on Form 8-A/A as filed with the Securities and Exchange
          Commission on November 25, 1998.