FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rosengard Andrew B

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/22/2010 

3. Issuer Name and Ticker or Trading Symbol

NEOMAGIC CORP [NMGC]

(Last)        (First)        (Middle)

2372-A QUME DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

SAN JOSE, CA 95131       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

2/23/2010 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy)   (4)   (2) 2/22/2020   Common Stock   150000   $0.06   (1) D    
Stock option (right to buy)   (4)   (3) 2/18/2015   Common Stock   25000   $0.06   (1) D    

Explanation of Responses:
( 1)  The stock options were approved February 17, 2010 with the exercise price to be the closing fair market value of the Companys common stock on February 18, 2010, which was $0.06.
( 2)  The options are effective February 22, 2010 and shall vest at the rate of 25% on February 22. 2011, and the remaining amount shall vest at the rate of 1/36th monthly thereafter so that the options shall be exercisable in full in the 48th month.
( 3)  The options are effective February 18, 2010 and shall vest at the rate of 1/12th each month and continuing monthly so that the options shall be exercisable in full in the 12th month.
( 4)  This amendment to Form 3 as filed on February 23, 2010 is filed for Exhibit 24 purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rosengard Andrew B
2372-A QUME DRIVE
SAN JOSE, CA 95131 		X



Signatures
Charlotte Willson for Andrew B. Rosengard 2/24/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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