content: <PAGE>
  
                        SECURITIES EXCHANGE AND COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
  
           Date of Report (Date of earliest event reported): May 5, 2000
  
  
                        Terayon Communication Systems, Inc.
              (Exact name of registrant as specified in its charter)
  
  
                                     Delaware
                  (State or other jurisdiction of incorporation)
  
  
             000-24647                              77-0328533
        (Commission File No.)            (I.R.S. Employer Identification No.)
  
  
                               2952 Bunker Hill lane
                               Santa Clara, CA 95054
               (Address of principal executive offices and zip code)
  
  
        Registrant's telephone number, including area code: (408) 727-4400
  
  
  
  
  <PAGE>
  
  Item 5.  Other Events.
  
           On February 9, 2000, the Board of Directors of Terayon Communications
  Systems, Inc., (the "Company") approved a two-for-one stock split, subject to
  stockholder approval of an increase to the authorized number of shares of the
  Company's Common Stock from 45,000,000 to 200,000,000. The increase to the
  authorized shares of Common Stock was subsequently approved by the stockholders
  on April 11, 2000. The stock split was paid in the form of a stock dividend,
  approved by the Board of Directors on April 11, 2000 (the "Dividend") to all
  stockholders of record as of the close of business on April 25, 2000 (the
  "Record Date") with each stockholder receiving one additional share of the
  Company's common stock (the "Common Stock") for each share of Common Stock
  held on the Record Date. The dividend was distributed on May 5, 2000 and the
  Common Stock began trading on a split-adjusted basis on May 8, 2000.
  
           Registration statements on Form S-3 (the "Forms S-3") previously filed
  by the Company with the Securities and Exchange Commission ("SEC") were also
  affected by the two-for-one stock split, as holders of outstanding and unsold
  shares of Common Stock registered pursuant to one of the Company's Form S-3
  received the Dividend on the Record Date. As of the Record Date, approximately
  301,318 shares of Common Stock were outstanding and unsold under the Form S-3/A
  filed with the SEC on December 29, 1999 (the "December S-3") and approximately
  522,738 shares of Common Stock were outstanding and unsold under the Form S-3/A
  filed with the SEC on February 11, 2000 (the "February S-3"). Accordingly, the
  number of shares of Common Stock registered for resale under the December S-3 is
  increased by approximately 301,318 shares and the number of shares of Common
  Stock registered for resale under the February S-3 is increased by approximately
  522,738 shares.
  
           Additionally, the Dividend was paid to each share of Common Stock
  either reserved for issuance or issued and unexercised under the Company's 1995
  Stock Option Plan, 1997 Equity Incentive Plan, the 1998 Non-Employee Directors'
  Plan, the 1999 Non-Officer Equity Incentive Plan and options granted outside the
  stock option plans and any predecessor plans (together, the "Option Plans"),
  such that the number of shares of Common Stock subject to outstanding options as
  of the Record Date, doubled and the per share exercise price for each
  outstanding option is one-half the stated per share exercise price.
  
           A portion of the shares of Common Stock reserved and granted out of the
  Option Plans are registered pursuant to Registration Statements of Form S-8
  filed with the SEC on October 26, 1998 (the "October S-8") and December 29,
  1999 (the "December S-8"). As of the Record Date, approximately 3,793,658
  shares of Common Stock were reserved for issuance or issued and unexercised
  under the October S-8 filed and approximately 2,970,675 shares of Common Stock
  were reserved for issuance or issued and unexercised under the December S-8.
  Accordingly, the number of shares of Common Stock registered under the October
  S-8 is increased by approximately 3,793,658 shares and the number of shares of
  Common Stock under the December S-8 is increased by approximately 2,970,675
  shares.
  <PAGE>
  
                                     SIGNATURE
  
          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.
  
                                             TERAYON COMMUNICATIONS SYSTEMS,INC.
  
  
  
  Dated:  June 2, 2000                       By:     /s/ Ray M. Fritz
                                                 _______________________________
                                                    Ray M. Fritz
                                                    Chief Financial Officer
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text: SECURITIES EXCHANGE AND COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported): May 5, 2000
  
                        Terayon Communication Systems, Inc.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                  (State or other jurisdiction of incorporation)
  
             000-24647                              77-0328533
        (Commission File No.)            (I.R.S. Employer Identification No.)
  
                               2952 Bunker Hill lane
                               Santa Clara, CA 95054
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code: (408) 727-4400
  Item 5.  Other Events.
  
           On February 9, 2000, the Board of Directors of Terayon Communications
  Systems, Inc., (the "Company") approved a two-for-one stock split, subject to
  stockholder approval of an increase to the authorized number of shares of the
  Company's Common Stock from 45,000,000 to 200,000,000. The increase to the
  authorized shares of Common Stock was subsequently approved by the stockholders
  on April 11, 2000. The stock split was paid in the form of a stock dividend,
  approved by the Board of Directors on April 11, 2000 (the "Dividend") to all
  stockholders of record as of the close of business on April 25, 2000 (the
  "Record Date") with each stockholder receiving one additional share of the
  Company's common stock (the "Common Stock") for each share of Common Stock
  held on the Record Date. The dividend was distributed on May 5, 2000 and the
  Common Stock began trading on a split-adjusted basis on May 8, 2000.
  
           Registration statements on Form S-3 (the "Forms S-3") previously filed
  by the Company with the Securities and Exchange Commission ("SEC") were also
  affected by the two-for-one stock split, as holders of outstanding and unsold
  shares of Common Stock registered pursuant to one of the Company's Form S-3
  received the Dividend on the Record Date. As of the Record Date, approximately
  301,318 shares of Common Stock were outstanding and unsold under the Form S-3/A
  filed with the SEC on December 29, 1999 (the "December S-3") and approximately
  522,738 shares of Common Stock were outstanding and unsold under the Form S-3/A
  filed with the SEC on February 11, 2000 (the "February S-3"). Accordingly, the
  number of shares of Common Stock registered for resale under the December S-3 is
  increased by approximately 301,318 shares and the number of shares of Common
  Stock registered for resale under the February S-3 is increased by approximately
  522,738 shares.
  
           Additionally, the Dividend was paid to each share of Common Stock
  either reserved for issuance or issued and unexercised under the Company's 1995
  Stock Option Plan, 1997 Equity Incentive Plan, the 1998 Non-Employee Directors'
  Plan, the 1999 Non-Officer Equity Incentive Plan and options granted outside the
  stock option plans and any predecessor plans (together, the "Option Plans"),
  such that the number of shares of Common Stock subject to outstanding options as
  of the Record Date, doubled and the per share exercise price for each
  outstanding option is one-half the stated per share exercise price.
  
           A portion of the shares of Common Stock reserved and granted out of the
  Option Plans are registered pursuant to Registration Statements of Form S-8
  filed with the SEC on October 26, 1998 (the "October S-8") and December 29,
  1999 (the "December S-8"). As of the Record Date, approximately 3,793,658
  shares of Common Stock were reserved for issuance or issued and unexercised
  under the October S-8 filed and approximately 2,970,675 shares of Common Stock
  were reserved for issuance or issued and unexercised under the December S-8.
  Accordingly, the number of shares of Common Stock registered under the October
  S-8 is increased by approximately 3,793,658 shares and the number of shares of
  Common Stock under the December S-8 is increased by approximately 2,970,675
  shares.
  SIGNATURE
  
          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.
  
                                             TERAYON COMMUNICATIONS SYSTEMS,INC.
  
  Dated:  June 2, 2000                       By:     /s/ Ray M. Fritz
                                                 _______________________________
                                                    Ray M. Fritz
                                                    Chief Financial Officer