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




                                    FORM 8-K





                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934





                                December 14, 1998
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                Date of Report (Date of earliest event reported)




                        Information Storage Devices, Inc.
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             (Exact name of Registrant as specified in its charter)






        California                 0-25502                   77-0197173
 ------------------------    ------------------------    -------------------
 (State of incorporation)    (Commission file number)    (I.R.S. Employer
                                                         Identification No.)






                              2045 Hamilton Avenue
                           San Jose, California 95125
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          (Address of principal executive offices, including zip code)





                                (408) 369-2400
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              (Registrant's telephone number, including area code)









                                    Contents

Item 5:  Other Events..........................................................3

Signatures ....................................................................4









ITEM 5.           OTHER EVENTS

         On  September  17,  1998,  a complaint  was filed  against  Information
Storage Devices, Inc. ("ISD"), ISD's directors,  Winbond Electronics Corporation
("Winbond")  and certain  companies  affiliated  with Winbond in the Santa Clara
Country  Superior  Court,  Case No.  CV776731,  bearing the caption  "Jeffrey S.
Abraham,   individually  and  on  behalf  of  all  persons  similarly  situated,
Plaintiff,  v. David L. Angel,  Frederick  B. Bamber,  Eugene J. Flath,  Alan V.
King,  Eric J.  Ochiltree,  Frederick L. Zieber,  Information  Storage  Devices,
Incorporated,    Winbond   Electronics   Corporation,    Winbond   International
Corporation,  Peaceful River  Corporation,  Pigeon Creek Holding Company,  Ltd.,
Winbond Acquisition Corporation,  et al., Defendants" (the "Abraham Action"). On
December 14, 1998,  counsel to ISD and counsel to the plaintiff class reached an
agreement in principle for settlement of the Abraham Action.  Under the terms of
the agreement in principle, the Abraham Action would be dismissed with prejudice
upon the payment by ISD of $350,000,  which  represents the fees and expenses of
counsel for the  plaintiff  class.  ISD believes  that the proposed  settlement,
after taking into account likely insurance recoveries,  will not have a material
adverse  affect on ISD's  financial  condition or results of  operations.  Final
settlement  is  subject  to a number of  conditions,  including  execution  of a
definitive  settlement  agreement,   satisfactory   completion  of  confirmatory
discovery,  and court  approval of the  settlement,  after notice and a hearing.
Final settlement is also conditioned upon the closing of the pending merger (the
"Merger") of Winbond  Acquisition  Corporation with and into ISD,  whereupon ISD
will become an indirect wholly owned  subsidiary of Winbond.  As a result of the
Merger,  each outstanding share of ISD Common Stock that is not owned by Winbond
or any affiliate of Winbond,  will be converted  into the right to receive $7.50
in cash. All outstanding  and  unexercised  options and other rights to purchase
ISD Common Stock will terminate at the effective time of the Merger.

         Completion  of the Merger is subject to the  satisfaction  or waiver of
various  conditions,  including,  among  others (i) the  approval  of the Merger
Agreement  dated  September  11, 1998 by and among ISD,  Winbond,  Winbond Int'l
Corporation, Oriole Holding Corporation and Winbond Acquisition Corporation (the
"Merger  Agreement") by the ISD  shareholders,  (ii) the absence of any material
adverse change in ISD's financial  condition,  results of operations or business
from  July 4, 1998 to the  closing  date and (iii)  continuing  accuracy  of the
representations  and warranties of each party in the Merger  Agreement.  ISD has
called a special  meeting of the ISD  shareholders  (the  "Special  Meeting") to
consider and vote upon the proposed Merger. The Special Meeting is scheduled for
9:00 AM Pacific  time,  December 22,  1998,  at ISD's  offices at 2045  Hamilton
Avenue,  San Jose,  California.  Winbond and the directors and certain executive
officers of ISD,  representing  in the aggregate 23.7% of the total voting power
of ISD as of the record date for the Special Meeting, have entered into a Voting
Agreement,  pursuant  to which  they  have  each  agreed to vote in favor of the
Merger subject,  in the case of the directors and executive  officers of ISD, to
the discharge of their fiduciary  responsibilities  as a director and/or officer
of ISD.










                                   SIGNATURES

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



                                      INFORMATION STORAGE DEVICES, INC.


Dated:   December 22, 1998            /s/ Felix J. Rosengarten                  
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                                      Felix J. Rosengarten
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer