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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                AMENDMENT NO. 2
                                       TO
                                 SCHEDULE 14D-9
                     SOLICITATION/RECOMMENDATION STATEMENT
                      PURSUANT TO SECTION 14(D)(4) OF THE
                             SECURITIES ACT OF 1934
 
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                        AMATI COMMUNICATIONS CORPORATION
                           (NAME OF SUBJECT COMPANY)
 
                        AMATI COMMUNICATIONS CORPORATION
                      (NAME OF PERSON(S) FILING STATEMENT)
 
                    COMMON STOCK, PAR VALUE $0.20 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
 
                                  023115 10 8
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
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                         MR. JAMES E. STEENBERGEN, CEO
                        AMATI COMMUNICATIONS CORPORATION
                              2043 SAMARITAN DRIVE
                           SAN JOSE, CALIFORNIA 95124
                                 (408) 879-2000
                (NAME AND ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
                 ON BEHALF OF THE PERSONS(S) FILING STATEMENT)
 
                                WITH A COPY TO:
 
                             RICHARD A. PEERS, ESQ.
                        HELLER EHRMAN WHITE & MCAULIFFE
                             525 UNIVERSITY AVENUE
                        PALO ALTO, CALIFORNIA 94301-1900
                                 (650) 324-7000
 
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                            EXPLANATORY INTRODUCTION
 
     Set forth herein is certain disclosure supplemental to that provided in the
Schedule 14D-9 ("Schedule 14D-9") of Amati Communication Corporation ("Amati" or
the "Company") relating to a tender offer (the "Offer") by DSL Acquisition
Corporation (the "Purchaser"), a Delaware corporation and wholly-owned
subsidiary of Texas Instruments Incorporated ("TI"), a Delaware corporation. The
Offer, disclosed in a Tender Offer Statement on Schedule 14D-1, dated November
25, 1997 (the "Schedule 14D-1"), is for all outstanding shares of Common Stock,
par value $0.20 per share, of the Company ("Amati Common Stock") at $20.00 per
share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Agreement and Plan of Merger, dated as of November 19, 1997
among the Company, TI and Purchaser (the "Merger Agreement"). The Merger
Agreement also provides that, subject to the terms and conditions thereof,
following consummation of the Offer, the Purchaser will be merged with and into
the Company (the "Merger"), with the Company continuing as the surviving
corporation and a direct wholly-owned subsidiary of TI.
 
     As disclosed in the Company's Annual Report on Form 10-K for the fiscal
year ended August 2, 1997, the Company and its directors, among others, were
named as defendants in three actions filed in the Delaware Court of Chancery,
New Castle County, captioned: Chopp v. Gibbons, et al., C.A. No. 15971; Mendel
v. Gibbons, et al., C.A. No. 15973; and Kinney v. Gibbons, et al., C.A. No.
15977. This supplemental disclosure is being made available pursuant to a
Memorandum of Understanding dated December 12, 1997, providing for a proposed
settlement of these actions. In providing this supplemental disclosure to its
stockholders, Amati does not intend to imply that such disclosure is required by
the rules and regulations of the Securities and Exchange Commission or is
otherwise required by applicable law; such disclosure is being made solely to
settle these actions.
 
     THE INFORMATION SET FORTH IN THIS AMENDMENT NO. 2 TO SCHEDULE 14D-9
INCLUDES ALL OF THE INFORMATION IN AMENDMENT NO. 1. CONSEQUENTLY, ONLY AMENDMENT
NO. 2 IS BEING SENT TO THE COMPANY'S STOCKHOLDERS.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION
 
     (C) OPINION OF AMATI'S FINANCIAL ADVISOR
 
     On June 9, 1997, Amati retained Deutsche Morgan Grenfell Inc. ("DMG") to
act as its financial advisor in connection with a potential transaction and
other alternatives available to the Company. DMG was selected by Amati's Board
of Directors to act as Amati's financial advisor based on DMG's qualifications,
expertise and reputation.
 
     At the meeting of Amati's Board of Directors on November 18, 1997, DMG
rendered its oral opinion, subsequently confirmed in writing on November 19,
1997 (the "DMG Opinion"), that, as of such date, based upon and subject to the
various considerations set forth in the DMG Opinion, the cash consideration to
be received by the holders of Amati Common Stock (other than TI and its
affiliates) in the Offer and the Merger is fair from a financial point of view
to such holders. DMG has consented to the inclusion of the DMG Opinion as an
exhibit to the Schedule 14D-9.
 
     THE FULL TEXT OF THE DMG OPINION, WHICH SETS FORTH, AMONG OTHER THINGS,
ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED, AND LIMITATIONS ON
THE SCOPE OF THE REVIEW UNDERTAKEN BY DMG IN RENDERING THE DMG OPINION, IS
ATTACHED AS EXHIBIT (A)(2) TO THE SCHEDULE 14D-9 AND IS INCORPORATED HEREIN BY
REFERENCE. AMATI STOCKHOLDERS ARE URGED TO, AND SHOULD, READ THE DMG OPINION
CAREFULLY AND IN ITS ENTIRETY. THE DMG OPINION ADDRESSES ONLY THE FAIRNESS FROM
A FINANCIAL POINT OF VIEW TO THE HOLDERS OF AMATI COMMON STOCK (OTHER THAN TI
AND ITS AFFILIATES) AS OF THE DATE OF THE DMG OPINION OF THE CASH CONSIDERATION
TO BE RECEIVED BY SUCH HOLDERS IN THE OFFER AND THE MERGER, AND DOES NOT
CONSTITUTE A RECOMMENDATION TO THE STOCKHOLDERS OF AMATI AS TO WHETHER OR NOT TO
 
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TENDER SHARES OF AMATI COMMON STOCK PURSUANT TO THE OFFER OR AS TO HOW SUCH
HOLDER SHOULD VOTE WITH RESPECT TO THE MERGER. THE SUMMARY OF THE DMG OPINION
SET FORTH HEREIN IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF
THE DMG OPINION.
 
     In rendering the DMG Opinion, DMG, among other things: (i) analyzed certain
publicly available financial statements and other information of Amati and TI,
respectively; (ii) analyzed certain internal financial statements and other
financial and operating data concerning Amati prepared by the management of
Amati; (iii) analyzed certain financial projections relating to Amati prepared
by the management of Amati; (iv) discussed the past and current operations and
financial condition and the prospects of Amati with senior executives of Amati;
(v) reviewed the reported prices and trading activity for the Amati Common
Stock; (vi) compared the financial performance of Amati and the prices and
trading activity of the Amati Common Stock with that of certain other comparable
publicly-traded companies and their securities; (vii) reviewed the financial
terms, to the extent publicly available, of certain comparable merger and
acquisition transactions; (viii) participated in discussions and negotiations
among representatives of Amati and TI and their respective financial and legal
advisors; (ix) reviewed the Merger Agreement and certain related agreements; and
(x) performed such other analyses and considered such other factors as DMG
deemed appropriate.
 
     In rendering the DMG Opinion, DMG assumed and relied upon, without
independent verification, the accuracy and completeness of the information
reviewed by it for the purposes of the DMG Opinion. DMG assumed that the
financial projections were reasonably prepared on bases reflecting the best
currently available estimates and judgments of the future financial performance
of Amati. DMG has not made any independent valuation or appraisal of the assets,
liabilities or technology of Amati nor has DMG been furnished with any such
appraisals. DMG has assumed that the Offer and the Merger will each be
consummated in accordance with the terms set forth in the Merger Agreement. The
DMG opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to DMG as of, the date of the DMG
Opinion.
 
     The following is a summary of the analysis performed by DMG in preparation
of the DMG Opinion.
 
     Comparative Stock Price Performance: As part of its analysis, DMG reviewed
the recent stock price performance of Amati and compared such performance with
that of other companies involved in the data networking and telecommunications
equipment industries. DMG observed that during the period from January 1, 1997,
to November 17, 1997, the market price of the Amati Common Stock increased
24.8%, compared with increases of 7.4% for Aware Inc. ("Aware"), 89.7% for
Orckit Communications Ltd. ("Orckit") and 25.0% for the NASDAQ composite and
decreases of 16.4% for Westell Technologies, Inc. ("Westell") and 19.7% for
Pairgain Technologies, Inc. ("Pairgain"). DMG noted that over such period, the
Amati Common Stock had underperformed relative to the common stock of Orckit,
performed comparably to the NASDAQ composite and outperformed Pairgain, Westell
and Aware. DMG also observed that during the period from October 1, 1997 (the
date of the announcement of the proposed transaction between Westell and Amati),
to November 17, 1997, the market price of Amati Common Stock decreased by 14.4%,
compared with decreases of 17.5% for Westell, 22.0% for Aware, 14.1% for
Pairgain, 0.7% for Orckit and 4.5% for the NASDAQ composite. DMG noted that over
such period the Amati Common Stock had underperformed relative to the common
stock of Orckit and the NASDAQ composite, performed comparably to the common
stock of Pairgain and outperformed relative to the common stock of Westell and
Aware.
 
     Peer Group Comparison: DMG compared certain information relating to Amati
with a group of companies involved in the digital subscriber line industry
including Westell, Orckit and Aware; the data networking industry including
Cisco Systems, Inc., 3Com Corporation, Newbridge Networks Corporation, Ascend
Communications, Inc., Bay Networks, Inc., Cabletron Systems, Inc., Fore Systems,
Inc., Xylan Corporation and Madge Networks, N.V. (together, the "Data Networking
Companies"); the telecom switching industry including Lucent Technologies Inc.,
Ericsson LM, Siemens AG, Northern Telecom Ltd., Alcatel Alsthom SA, and Nokia
Corporation (together, the "Telecom Switching Companies"); and the telecom
equipment industry including Tellabs, Inc., ADC Telecommunications, Ciena
Corporation, DSC Communications Corporation, Advanced Fibre Communications,
Inc., Pairgain and Adtran, Inc. (together,
 
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the "Telecom Equipment Companies"). Such information included, among other
things, market valuation, stock price as a multiple of earnings per share and
aggregate market capitalization as a multiple of revenues. The multiples are
based on a compilation of publicly available information and consensus forecasts
by securities research analysts. In particular, such comparison showed that as
of November 17, 1997, Amati traded at 25.1 times last twelve months' ("LTM")
revenue and 20.2 projected calendar year 1998 revenue. Westell traded at 11.3
times LTM revenue and 7.3 times projected calendar year 1998 revenue; Orckit
traded at 10.9 times LTM revenue and 8.1 times projected calendar year 1998
revenue; Aware traded at 25.4 times LTM revenue and 20.4 times projected
calendar year 1998 revenue; the Data Networking Companies traded at a median of
3.7 times LTM revenue, 2.5 times projected calendar year 1998 revenue and 41.5
times projected calendar year 1998 earnings; the Telecom Switching Companies
traded at a median of 1.3 times LTM revenue, 1.3 times projected calendar year
1998 revenue and 30.6 times projected calendar year 1998 earnings; and the
Telecom Equipment Companies traded at a median of 5.8 times LTM revenue, 4.6
times projected calendar year 1998 revenue and 38.3 times projected calendar
year 1998 earnings. DMG noted that as a multiple of both LTM and projected
calendar year 1998 revenue, Amati traded at a premium to Westell, Orckit, the
Data Networking Companies, the Telecom Switching Companies and the Telecom
Equipment Companies and traded comparably to Aware.
 
     Selected Precedent Transactions: DMG reviewed 90 acquisition transactions
involving companies in the data networking industry. DMG observed for the 55 of
such transactions for which such information was publicly available the median
of the range of multiples of aggregate value to LTM revenue and operating income
was 4.0 times and 27.9 times, respectively, and the median price to earnings
multiple was 28.3 times estimated next twelve months' earnings. DMG also
observed that for this group of transactions, the median of the share price paid
in such acquisitions expressed as a premium over the trading price of the stock
of the acquired companies on the day prior to announcement was 28.2%. DMG
compared these multiples to the multiples of the aggregate Offer value to LTM
revenue of 33.9 times and to Amati's estimated next twelve months' revenue of
11.2 times. DMG also compared the median premium paid in these transactions to
the premium implied by the Offer to the price of the Amati Common Stock on
November 18, 1997 of 31.7%.
 
     Terminal Value Analysis: DMG performed an analysis of the present value per
share of the implied future trading prices of the Amati Common Stock for Amati
on a stand alone basis. Such analysis was based on a range of revenue and
earnings estimates for Amati for the fiscal year ending July 31, 1999 using
management and publicly available securities analyst estimates and for the
fiscal year ending July 31, 2000 based on assumed growth rates of 0%, 25% and
30%. The analysis was also based on an illustrative range of one-year forward
revenue multiples of 2, 3, 4 and 5 times and one-year forward price-earnings
multiples of 30, 35, 40, 45 and 50 times. Equivalent share prices were then
computed for Amati one year and two years from the date of the analysis which
were then discounted back to the present at illustrative discount rates of 20%
and 30%. Based on the information described above, this analysis resulted in a
present value per share to holders of Amati Common Stock ranging from $3.51 to
$13.20, based on the fiscal year ending July 31, 1999 earnings estimates and
$4.50 to $16.50, based on the fiscal year ending July 31, 2000 earnings
estimates, and $4.84 to $21.41, based on the fiscal year ending July 31, 1999
revenue estimates and $6.14 to $26.71, based on the fiscal year ending July 31,
2000 revenue estimates.
 
     In connection with the preparation of the DMG Opinion, DMG performed a
variety of financial and comparative analyses. While the foregoing summary
describes all material analyses performed by DMG, it does not purport to be a
complete description of the analyses performed by DMG in arriving at the DMG
Opinion. The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. DMG believes
that its analyses must be considered as a whole and that selecting portions of
its analyses and of the factors considered by it, without considering all
analyses and factors, could create a misleading view of the processes underlying
the DMG Opinion. In performing its analyses, DMG made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of Amati. Any estimates
contained therein are not necessarily indicative of future results or actual
values, which may be significantly more or less favorable than those suggested
by such estimates. Furthermore, the analyses performed by DMG are not
necessarily indicative of actual values or actual future results, which may be
significantly more or less
 
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favorable than suggested by such analyses. In addition, analyses relating to the
value of businesses or assets do not purport to be appraisals or to necessarily
reflect the prices at which businesses or assets may actually be sold. The
analyses performed were prepared solely as part of DMG's analysis of whether the
cash consideration to be received by the holders of Amati Common Stock (other
than TI and its affiliates) pursuant to the Offer and the Merger is fair from a
financial point of view to such holders and were provided to the Board of
Directors of Amati in connection with the delivery of the DMG Opinion.
 
     DMG is an internationally recognized investment banking and advisory firm.
DMG, as part of its investment banking business, is continuously engaged in the
valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. In the ordinary course of its
business, DMG may actively trade the securities and loans of Amati and TI for
its own account and for the accounts of its customers and, accordingly, may at
any time hold a long or short position in such securities and loans.
 
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                                   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: December 15, 1997                  AMATI COMMUNICATIONS CORPORATION
 
                                          By: /s/ JAMES E. STEENBERGEN
                                            ------------------------------------
                                            Name: James E. Steenbergen
                                            Title: President, Chief Executive
                                                   Officer and Chief Financial 
                                                   Officer
 
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