Cyrix Annual Report


Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Exhibit
Number                            Description
------------------------------------------------------------------------
(a) (1) The financial statements filed as part of this Report at Item 8
        are listed in the Index to Financial Statements, Supplementary
        Financial Data and Financial Statement Schedules on page 19 of
        this Report.
(a) (2) The financial statement schedule filed as part of this Report at
        Item 8 are listed in the Index to Financial Statements,
        Supplementary Financial Data and Financial Statement Schedules
        on page 19 of this Report.
(a) (3) The following documents are filed or incorporated by reference
        as exhibits to this Report:
    3.1 Restated Certificate of Incorporation of Advanced Processor
        Technology Corporation as filed on April 25, 1988 with the
        Secretary of State of the State of Delaware, together with
        Certificates of Amendment of Certificate of Incorporation as
        filed on June 22, 1988, May 2, 1989, June 20, 1991, April 22,
        1992 and May 20, 1993. (1)
    3.2 Bylaws of the Company as adopted by the Board of Directors of
        the Company as of February 12, 1988, together with Certificate
        of Amendment of Bylaws of the Company as adopted by the Board of
        Directors as of March 16, 1988 and Certificate of Amendment of
        Bylaws of the Company as adopted by the Board of Directors as of
        April 15, 1993. (1)
    4.1 Form of Certificate for the Common Stock. (2)
   10.1 License and Production Agreement entered into as of January 11,
        1994 between SGS-Thomson Microelectronics, Inc. and Cyrix
        Corporation. (Portions have been omitted and filed separately
        with the Commission in reliance on Rule 24b-2 and the
        Registrant's request for confidential treatment). (3)
   10.2 Form of Proprietary Information and Non-competition Agreement
        (all employees). (1)
   10.3 Cyrix Corporation 1988 Incentive Stock Plan, as amended and
        restated as of January 26, 1995. (7)
   10.4 Cyrix Corporation Profit Sharing Plan. (1)
   10.5 Cyrix Corporation Executive Cash Compensation Plan. (1)
   10.6 Cyrix Corporation Employee Stock Purchase Plan, as amended and
        restated as of January 26, 1995. (8)
   10.7 Sale Agreement made on April 30, 1992 by General Insurance
        Company of America and Cyrix Corporation. (1)
   10.8 Real Estate Note dated September 3, 1991, in the principal
        amount of $2,700,000 by Cyrix Corporation in favor of Safeco
        Life Insurance Company. (1)
   10.9 Sale Agreement made on September 14, 1993 by Home Interiors &
        Gifts, Inc. and Cyrix Corporation. (3)
  10.10 Promissory Note and Letter Loan Agreement dated November 5,
        1993, in the principal amount of $3,000,000 by Cyrix Corporation
        in favor of Bank One, Texas, National Association. (3)
  10.11 Settlement Agreement effective January 31, 1994, between Cyrix
        Corporation and Intel Corporation. (Portions have been omitted
        and filed separately with the Commission in reliance on Rule
        24b-2 and the Registrant's request for confidential treatment.)
        (3)
  10.12 Agreement for Purchase of Products entered into as of April 8,
        1994 between IBM Microelectronics and Cyrix Corporation.
        (Portions have been omitted and filed separately with the
        Commission in reliance on Rule 24b-2 and the Registrant's
        request for confidential treatment.) (4)
  10.13 Amended and Restated Agreement for Purchase of Products entered
        into as of April 8, 1994 between IBM Microelectronics and Cyrix
        Corporation. (Portions have been omitted and filed separately
        with the Commission in reliance on Rule 24b-2 and the
        Registrant's request for confidential treatment.) (5)
  10.14 Amendment dated September 30, 1994 to License and Production
        Agreement entered into as of January 11, 1994 between SGS-
        Thomson Microelectronics, Inc. and Cyrix Corporation. (Portions
        have been omitted and filed separately with the Commission in
        reliance on Rule 24b-2 and the Registrant's request for
        confidential treatment.) (6)
  10.15 Secured Revolving Credit Agreement by and among Cyrix
        Corporation, First Interstate Bank of Texas, N.A.,  National
        Bank of Canada, and The Boatmen's National Bank of St. Louis
        dated September 23, 1994. (Portions have been omitted and filed
        separately with the Commission in reliance on Rule 24b-2 and the
        Registrant's request for confidential treatment.) (6)
  10.16 Installment Payment Master Agreement dated September 19, 1994 by
        and among IBM Credit Corporation, Cyrix Manufacturing Inc. and
        Cyrix Corporation. (Portions have been omitted and filed
        separately with the Commission in reliance on Rule 24b-2 and the
        Registrant's request for confidential treatment.) (6)
  10.17 Agreement dated October 11, 1994 by and among General Electric
        Capital Corporation, Cyrix Manufacturing Inc. and Cyrix
        Corporation. (Portions have been omitted and filed separately
        with the Commission in reliance on Rule 24b-2 and the
        Registrant's request for confidential treatment.) (9)
  10.18 Cyrix Corporation Non-Discretionary Non-Employee Directors Stock
        Plan (10)
     11 Earnings Per Common and Common Equivalent Share.
     21 Subsidiaries.(9)
     23 Consent of Ernst & Young LLP.
------------------------------------------------------------------------
    (1) Filed as an Exhibit to the Company's Registration Statement on
        Form S-1 (File No. 33-63144) filed with the Commission on May
        21, 1993, and incorporated herein by reference.
    (2) Filed as an Exhibit to Amendment No. 2 to the Company's
        Registration Statement on Form S-1 (File No. 33-63144) filed
        with the Commission on July 12, 1993, and incorporated herein by
        reference.
    (3) Filed as an Exhibit to the Company's Form 10-K for the fiscal
        year ended January 2, 1994 (File No. 0-21904) filed with the
        Commission on March 22, 1994, and incorporated herein by
        reference.
    (4) Filed as an Exhibit to the Company's Form 10-Q for the quarterly
        period ended April 3, 1994 (File No. 0-21904) filed with the
        Commission on May 16, 1994, and incorporated herein by
        reference.
    (5) Filed as an Exhibit to the Company's Form 10-Q for the quarterly
        period ended July 3, 1994 (File No. 0-21904) filed with the
        Commission on August 15, 1994, and incorporated herein by
    (6) Filed as an Exhibit to the Company's Form 10-Q for the quarterly
        period ended October 2, 1994 (File No. 0-21904) filed with the
        Commission on November 14, 1994, and incorporated herein by
        reference.
    (7) Filed as an Exhibit to the Company's Registration Statement on
        Form S-8 (File No. 33-99490) filed with the Commission on
        November 16, 1995, and incorporated herein by reference.
    (8) Filed as an Exhibit to the Company's Registration Statement on
        Form S-8 (File No. 33-99492) filed with the Commission on
        November 16, 1995, and incorporated herein by reference.
    (9) Filed as an Exhibit to the Company's Form 10-K for the fiscal
        year ended January 1, 1995 (File No. 0-21904) filed with the
        Commission on March 16, 1995, and incorporated herein by
        reference.
   (10) Filed as an Exhibit to the Company's Registration Statement on
        Form S-8 (File No. 33-99488) filed with the Commission on
        November 16, 1995, and incorporated herein by reference.

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