WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                            C-CUBE MICROSYSTEMS INC.
                                (Name of Issuer)

                    COMMON STOCK, $0.001 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                 (CUSIP Number)

                                   BRYON LOOK
                             CHIEF FINANCIAL OFFICER
                              LSI LOGIC CORPORATION
                               1551 MCCARTHY BLVD.
                               MILPITAS, CA 95035
                                 (408) 433-8000
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  MAY 24, 2001
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.

*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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.

  (1) Names of Reporting Persons. I.R.S. Identification No. of Above Persons
      (Entities Only)

        LSI Logic Corporation    94-2712976
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) [ ]
        (b) [ ]

  (3) SEC Use Only

  (4) Source of Funds (See Instructions)

  (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)                                                         [ ]

  (6) Citizenship or Place or Organization


        Number Of           (7)   Sole Voting Power
          Shares                  45,319,652
       Beneficially         ----------------------------------------------------
         Owned By           (8)   Shared Voting Power
           Each                   -0-
        Reporting           ----------------------------------------------------
          Person            (9)   Sole Dispositive Power
           With                   45,319,652
                            (10)  Shared Dispositive Power

  (11) Aggregate Amount Beneficially Owned by Each Reporting Person

  (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions)
                                                                           [ ]

  (13) Percent of Class Represented by Amount in Row (11)

  (14) Type of Reporting Person (See Instructions)


        This Amendment No. 1 amends and supplements the Schedule 13D originally
filed on May 21, 2001 by LSI Logic Corporation, a Delaware corporation.

        Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.

        The items of the Schedule 13D set forth below are hereby amended and
supplemented as follows:


        Item 4 is amended by amending and restating the second paragraph of
subsections (a) - (b) as follows:

        The initial offering period of the exchange offer expired at midnight,
New York time, on May 10, 2001. On May 11, 2001, Merger Sub acquired
approximately 43.6 million shares of C-Cube Common Stock (including shares
tendered through notice of guaranteed delivery), equaling approximately 86% of
the total number of outstanding shares of C-Cube Common Stock on such date. A
subsequent offering period began at 9:00 a.m., New York time, on May 11, 2001
and is scheduled to expire at midnight, New York time on Friday, June 8, 2001.
Upon the expiration of the subsequent offering period, LSI Logic intends to
complete the acquisition of C-Cube by merging Merger Sub into C-Cube, after
which C-Cube will be a wholly owned subsidiary of LSI Logic (the "Merger"). To
date, Merger Sub has acquired approximately 45,319,652 shares of C-Cube Common

        Item 4 is further amended by amending and restating subsection (d) in
its entirety as follows:

        (d) After the expiration of the initial offering period, LSI Logic
appointed three members to the C-Cube board of directors and became entitled to
replace the management of C-Cube. After the effective time of the Merger, LSI
Logic will become entitled to replace the two remaining members of the C-Cube
board of directors.


        Item 5 is amended by amending and restating subsections (a) - (b) in
their entirety as follows:

        (a) - (b) LSI Logic has acquired and, for purposes of Rule 13d-3
promulgated under the Exchange Act, beneficially owns approximately 45.3 million
shares of C-Cube Common Stock equaling approximately 89% of the total number of
shares of C-Cube Common Stock outstanding as of June 4, 2001.

        To LSI Logic's knowledge, except as set forth in this Item 5, neither
LSI Logic, nor any other person controlling LSI Logic, nor any persons named in
Schedule I to this Schedule 13D beneficially owns any shares of C-Cube Common


        After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct. In executing this Schedule 13D, the undersigned
agrees, to the extent required by Rule 13d-1(a) promulgated the Securities
Exchange Act of 1934, that this Schedule 13D is being filed on behalf of each of
the Reporting Persons herein.

Date:  June 7, 2001                                      LSI LOGIC CORPORATION

                                                         /s/ Bryon Look
                                                         Bryon Look
                                                         Chief Financial Officer