- Amended Statement of Ownership (SC 13G/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _2__)

Neomagic Corporation (NMGC)
(Name of Issuer)

Common Stock
(Title of Class of Securities)

6404972202
(CUSIP Number)

with a copy to:

Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Roseland, New Jersey 07068 [phone]

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2008
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

____ Rule 13d-1(b)
_x__ Rule 13d-1(c)
____ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be ?filed? for the purpose of Section 18 of the Securities Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).

Cusip No. 6404972202 13G Page 2 of 6 Pages
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):

Austin W. Marxe and David M. Greenhouse

2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] Not Applicable (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions): 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: 0 Shares Beneficially 8. Shared Voting Power: 575,000* Owned by Each Reporting 9. Sole Dispositive Power: 0 Person With 10. Shared Dispositive Power:575,000*____ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 575,000*

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable

13. Percent of Class Represented by Amount in Row (11): 4.4%*

14. Type of Reporting Person (See Instructions): IA, IN

* This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and investment power over 0 shares of Common Stock and 83,500 Warrants to purchase Common Stock owned by Special Situations Private Equity Fund, L.P., 0 shares of Common Stock and 218,000 Warrants to purchase Common Stock owned by Special Situations Fund III QP, L.P., 0 shares of Common Stock and 38,000 Warrants to purchase Common Stock owned by Special Situations Technology Fund, L.P., 0 shares of Common Stock owned by Special Situations Fund III,L.P and 0 shares of Common Stock and 235,500 Warrants to purchase Common Stock owned by Special Situations Technology Fund II, L.P. See Items 2 and 4 of this Schedule for additional information.

Page 3 of 6 Pages

Item 1. Security and Issuer:
(a) Neomagic Corporation (NMGC)
(b) 3250 Jay Street, Santa Clara, CA 95054

Item 2. (a) Name of Person Filing:
The persons filing this report are Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM Investment Company, Inc. (?AWM?), the general partner of MGP Advisers Limited Partnership (?MGP?), the general partner and investment adviser to Special Situations Fund III, L.P. (SSF) and the general partner of Special Situations Fund III QP, L.P. Marxe and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general partner of Special Situations Private Equity Fund, L.P. (?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general partner of Special Situations Technology Fund, L.P. (?Technology?) and the Special Situations Technology Fund II, L.P. (?Tech II?). AWM serves as the investment adviser to SSFQP, SSPE, Technology, and Tech II. (SSFQP, SSPE, Technology and Tech II will hereafter be referred to as, the ?Funds?).

(b) Address of Principal Business Office or, if none, Residence:

The principal business address for Marxe and Greenhouse is 527 Madison Avenue, Suite 2600, New York, NY 10022.

(c) Citizenship:

Austin W. Marxe and David M. Greenhouse are United States citizens.

(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 6404972202.

Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether the person filing is a: Not Applicable

(a) ( ) Broker or Dealer registered under section 15 of the Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( ) Investment Company registered under section 8 of the Investment Company Act of 1940;
(e) ( ) An Investment Adviser in accordance with $240.13d -1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with $240.13d-1(b)(I)(ii)(F);

Page 4 of 6 Pages

(g) ( ) A parent holding company or control person in accordance with $240.13d-
1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance

Act;
(i) ( ) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).

Item 4. Ownership:

(a) Amount Beneficially Owned: Messrs. Marxe and Greenhouse beneficially own a total of 0 shares of Common 0 shares of Common Stock and 83,500 Warrants to purchase Common Stock owned by SSPE, 0 shares of Common Stock and 38,000 Warrants to purchase Common Stock owned by Technology, 0 shares of Common Stock and 235,500 Warrants to purchase Common Stock owned by Technology II, 0 shares of Common Stock owned by SSF and 0 shares of Common Stock and 218,000 Warrants to purchase Common Stock owned by SSFQP.

(b) Percent of Class: Messrs. Marxe and Greenhouse beneficially own 4.4% of the shares outstanding. SSPE owns 0.7% of the outstanding shares, Technology owns 0.3% of the outstanding shares, Technology II owns 1.8% of the outstanding shares, SSF owns 0.0% of the outstanding shares and SSFQP owns 1.7% of the outstanding shares.

(c) Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 575,000

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:
575,000

Item 5. Ownership of Five Percent or Less of a Class: If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following _X_.

Item 6.Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Holding Company: Not Applicable.

Item 8. Identification and Classification of Members of the Group: Not
applicable

Item 9. Notices of Dissolution of Group: Not applicable.

Page 5 of 6 Pages

Item 10.Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 9, 2008 /s/ Austin W. Marxe AUSTIN W. MARXE /s/David M Greenhouse DAVID M. GREENHOUSE

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 6 of 6 Pages

JOINT FILING AGREEMENT

Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule 13G to which this agreement is attached is filed on behalf of each of them.

/s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse

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S5313/1
1319328.02