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Securityholders" in the Prospectus is superseded in part by the information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:



                                                                                      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)
                 ----                     ----------------      -----------        ---------------      ---------------
                                                                                                 
Standard Mortgage Corporation .........        $  400,000               *                20,811               *
Toronto Dominion (New York), Inc.......         9,445,000             9.1               491,415              1.0

- ------------


*       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 50,526,887 shares of Common
        Stock outstanding as of November 24, 1997, 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.


                              --------------------

                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 November 26, 1997.