10-Q/A

   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(MARK ONE)

[X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

                For the quarterly period ended June 30, 1996.

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

            For the transition period from: _________ to: ________

                        Commission File Number 0-20684

                            AUREAL SEMICONDUCTOR INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                            94-3117385
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

                   4245 TECHNOLOGY DRIVE, FREMONT, CA 94538
                   (Address of Principal Executive Offices)

                          Telephone: (510) 252-4245


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
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 whether the registrant has filed all documents required
to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
                                          Yes  X  No
                                              ---    ---

At August 1, 1996 38,899,173 shares of common stock, $0.001 par value, of the
registrant were outstanding.


                 This report on Form 10-Q/A contains 3 pages.
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PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         In the original 10-Q filing for the quarter ended June 30, 1996, dated
August 1, 1996, the Finnancial Data Schedule as required by Item 601(c) of
Regulation S-K, as part of the EDGAR filing process, was inadventently omitted.
The Financial Data Schedule is filed herewith to complete the 10-Q filing.


                                  SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

 
                                      AUREAL SEMICONDUCTOR INC.


Date:  October 3, 1996                By: /s/ Kenneth A. Kokinakis
                                              Kenneth A. Kokinakis
                                              President and Chief
                                              Executive Officer


Date:  October 3, 1996                By: /s/ David J. Domeier
                                              David J. Domeier
                                              Vice President of Finance
                                              Chief Financial Officer

EX-27.1

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH INANCIAL
STATEMENTS.

<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-29-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                           1,532
<SECURITIES>                                         0
<RECEIVABLES>                                      246
<ALLOWANCES>                                         0
<INVENTORY>                                         38
<CURRENT-ASSETS>                                 2,820
<PP&E>                                           3,135
<DEPRECIATION>                                   2,136
<TOTAL-ASSETS>                                   7,836
<CURRENT-LIABILITIES>                            5,907
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            39
<OTHER-SE>                                     (9,716)
<TOTAL-LIABILITY-AND-EQUITY>                     7,836
<SALES>                                          3,043
<TOTAL-REVENUES>                                 3,043
<CGS>                                              242
<TOTAL-COSTS>                                      242
<OTHER-EXPENSES>                                12,282
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,503
<INCOME-PRETAX>                               (10,650)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (10,650)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (10,650)
<EPS-PRIMARY>                                    (.39)
<EPS-DILUTED>                                        0