SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  FORM 10-K/A
(Mark One)
      [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED JUNE 27, 1998
                                       OR
      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 0-19299

                       INTEGRATED CIRCUIT SYSTEMS, INC.
           (Exact name of registrant as specified in its character)
    PENNSYLVANIA                                                 23-2000174
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

2435 BOULEVARD OF THE GENERALS, NORRISTOWN, PENNSYLVANIA           19403
(Address of principal executive offices)                        (Zip Code)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (610) 630-5300

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, NO 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 the
registration 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, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [X]

    Aggregate market value of the registrant's Common Stock held by non-
affiliates of the registrant as of August 28, 1998, based on the closing sales
price, was $101,682,820. Such calculation excludes the shares of Common Stock
beneficially held by directors and certain officers of the registrant but does
not reflect a determination that persons are affiliates for any other purpose.
The number of shares outstanding of the registrant's Common Stock as of August
28, 1998: 12,325,111 shares

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INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
Integrated Circuit Systems, Inc.:

We have audited the accompanying consolidated balance sheets of Integrated
Circuit Systems, Inc. and subsidiaries as of June 27, 1998 and June 28, 1997,
and the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended June 27, 1998.
In connection with our audits of the consolidated financial statements, we have
also audited the consolidated financial statement schedule, for each of the
years in the three-year period ended June 27, 1998. These consolidated financial
statements and the financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Integrated Circuit
Systems, Inc. and subsidiaries as of June 27, 1998 and June 28, 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended June 27, 1998, in conformity with generally accepted
accounting principles. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.


/s/KPMG Peat Marwick LLP


Philadelphia, Pennsylvania
August 3, 1998

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