<PAGE>   1


                                                            Registration No. 33-

    As filed with the Securities and Exchange Commission on August 28, 1996
                  ___________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                  ___________________________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                  ___________________________________________

                           U.S. ROBOTICS CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                      36-3994412
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification Number)
                                                   
8100 North McCormick Boulevard                     (847) 982-5010
Skokie, Illinois 60076-2999                        (Telephone number, including 
(Address, including zip code, of                   area code, of registrant's
registrant's principal executive offices)          principal executive offices)
                                  


                  1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES

                              George A. Vinyard, Esq.
                              Vice President, General Counsel and Secretary
                              U.S. Robotics Corporation
                              8100 North McCormick Boulevard
                              Skokie, Illinois  60076-2999
                              (847) 982-5010
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>                                                                       
<CAPTION>                                                                     
- -----------------------------------------------------------------------------------------------------------------
                                                  Proposed               Proposed                                
                                                  maximum                maximum                                 
Title of each             Amount to               offering               aggregate                 Amount of     
class of securities       be                      price per              offering                  registration  
to be registered(1)       registered              share                  price                     fee           
                                                                                                                 
- -----------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                    <C>                       <C>           
Common Stock              328,000                 $49.625(1)             $16,277,000(1)            $5,612.76     
</TABLE>

(1)  The offering price is not known.  Pursuant to Rule 457(h), the
registration fee was computed on the basis of the high and low prices of U.S.
Robotics Corporation Common Stock on the NASDAQ/Stock Market on August 21,
1996.
<PAGE>   2

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have heretofore been filed by U.S.
Robotics Corporation (Commission File No. 0-25630) or its predecessor, U.S.
Robotics, Inc. (Commission File No. 0-19550) (collectively, the "Company"),
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement, except to the extent that any
statement or information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:

         i.      the Company's Annual Report on Form 10-K for the year ended
                 October 1, 1995;

         ii.     the Company's Quarterly Reports on Form 10-Q for the period
                 ended December 31, 1995 and March 31, 1996;

         iii.    the Company's Current Reports contained on Form 8-K dated
                 October 24, 1995, November 9, 1995, January 22, 1996, February
                 2, 1996, February 29, 1996, March 4, 1996, March 12, 1996,
                 April 12, 1996, April 16, 1996, April 22, 1996, May 9, 1996
                 and July 24, 1996;

         iv.     the description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form 8-A dated September
                 25, 1991, which incorporates such description by reference to
                 the Company's Registration Statement on Form S-1 dated August
                 30, 1991 (No. 33-42546) (as amended October 4, 1991 and
                 October 10, 1991); and

         v.      the description of the Company's stock purchase rights
                 contained in the Company's Registration Statement on Form 8-A
                 dated May 16, 1996.



All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.





                                      -2-
<PAGE>   3


         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock offered hereby will be
passed upon by George A. Vinyard, Vice President, General Counsel and Secretary
of the Company.  Mr. Vinyard holds options to purchase 232,000 shares of Common
Stock, 62,000 of which are currently exercisable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Nine of the Registrant's Certificate of Incorporation
("Article Nine") is consistent with Section 102(b)(7) of the Delaware General
Corporation Law, which generally permits a company to include a provision
limiting the personal liability of a director in the company's certificate of
incorporation.  With limitations, Article Nine eliminates the personal
liability of the Registrant's directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director.  However,
Article Nine does not eliminate director liability:  (1) for breaches of the
duty of loyalty to the Registrant and its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) for transactions from which a director derives
improper personal benefit; and (4) under Section 174 of the Delaware General
Corporation Law ("Section 174").  Section 174 makes directors personally liable
for unlawful dividends and stock repurchases or redemptions and expressly sets
forth a negligence standard with respect to such liability.  While Article Nine
protects the directors from awards for monetary damages for breaches of their
duty of care, it does not eliminate their duty of care.  The limitations in
Article Nine have no effect on claims arising under the federal securities
laws.

         With certain limitations, Section 7 of Article Seven of the
Registrant's By-laws ("Section 7") provides for indemnification of any of the
Registrant's past, present and future officers and directors against
liabilities and reasonable expenses incurred in any criminal or civil action by
reason of such person's being or having been an officer or director of the
Registrant or of any other corporation which such person serves as such at the
request of the Registrant.  Indemnification under Section 7 is limited to
officers and directors who have acted in good faith and in a manner they
reasonably believed to be in the best interests of the Registrant.  Any
questions regarding whether the officer or director has met the required
standards of conduct are to be answered by (1) a majority of disinterested
directors, (2) a written opinion of a reputable disinterested legal counsel
selected by the Board, or (3) the stockholders.  Indemnification rights under
Section 7 are non-exclusive.  In the event of an officer's or director's
death, such person's indemnification rights shall extend to his or her heirs
and legal representatives.  Rights under Section 7 are separable, and if any
part of that section is determined to be invalid for any reason, all other
parts remain in effect.

         Under Section 145 of the Delaware General Corporation law, directors
and officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits, or proceedings, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation -- a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful.  A
similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.





                                      -3-
<PAGE>   4

         With the approval of the Registrant's stockholders, the Registrant has
entered into Directorship Agreements with its directors.  These Directorship
Agreements provide that the directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines, amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as
directors of the Registrant or of any subsidiary of the Registrant or of any
other company or enterprise in which they are serving at the request of the
Registrant.  No indemnity will be provided to any director under these
agreements on account of liability for any breach of the director's duty of
loyalty to the Registrant, such subsidiaries, stockholders or enterprises, any
act or omission not in good faith or which involved intentional misconduct or a
knowing violation of laws, or any transaction from which the director derived
an improper personal benefit.  In addition, no indemnification will be provided
for which payment is made to or on behalf of the director under any insurance
policy, except with respect to any excess amount to which the director is
entitled under the Directorship Agreement beyond the amount of payment under
such insurance policy, if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable statute
or public policy, or in connection with any proceeding initiated by the
director, or any proceeding by the director against the Registrant, or its
directors, officers, employees or other persons entitled to be indemnified by
the Registrant, unless (i) the Registrant is expressly required by law to make
the indemnification, (ii) the proceeding was authorized by the Board of
Directors of the Registrant or (iii) the director initiated the proceeding
pursuant to the Directorship Agreement and the director is successful in whole
or in part in the proceeding.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         See Exhibit Index which is incorporated herein by reference.





                                      -4-
<PAGE>   5

         ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:

                 i.       to include any Prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;

                 ii.      to reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the Registration Statement;
                          and

                 iii.     to include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the Registration Statement or any material change to
                          such information in the Registration Statement;

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the Registration Statement is on Form S-3 or Form
                 S-8, and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to section
                 13 or section 15(d) of the Exchange Act that are incorporated
                 by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to section 13(a) or
         section 15(d) of the Exchange Act and each filing of the Plan's annual
         report pursuant to section 15(d) of the Exchange Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to section 15(d) of the Exchange Act) that is incorporated by
         reference in the Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.





                                      -5-
<PAGE>   6

(c)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to officers, directors, and
         controlling persons of the Registrant pursuant to the Registrant's
         certificate of incorporation or by-laws, or otherwise, the Registrant
         has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the
         Securities Act of 1933 and is, therefore, unenforceable.  In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the Securities Act of 1933 and will be governed by the
         final adjudication of such issue.





                                      -6-
<PAGE>   7

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Skokie, State of Illinois, on the
28th day of August, 1996.

                                 U.S. ROBOTICS CORPORATION



                                 By:   _________________________________
                                       Casey Cowell
                                       Chairman of the Board, President and
                                       Chief Executive Officer (Principal
                                       Executive Officer)



                               POWER OF ATTORNEY


         Know all men by these presents, that each person whose signature
appears below constitutes and appoints George A. Vinyard and Mark Remissong,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director and
officer of U.S. Robotics Corporation) to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.





                                      -7-
<PAGE>   8

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on this 28th day of August, 1996.


<TABLE>
<CAPTION>
           Signature                                                  Title
           ---------                                                  -----
<S>                                       <C>
                                  
- ----------------------------------
           Casey Cowell                    Chairman of the Board, President, Chief Executive Officer
                                            and Director (Principal Executive Officer)

                                  
- ----------------------------------
          John McCartney                   Executive Vice President and Director


                                  
- ----------------------------------
         Jonathan N. Zakin                 Executive Vice President and Director

                                  
- ----------------------------------
          Mark Remissong                   Vice President and Chief Financial Officer (Principal Financial
                                           Officer)

                                  
- ----------------------------------
        Steven T. Campbell                 Vice President and Controller (Principal Accounting Officer)

                                  
- ----------------------------------
          James E. Cowie                   Director

                                  
- ----------------------------------
        Terence M. Graunke                 Director

                                  
- ----------------------------------
          Peter I. Mason                   Director

                                  
- ----------------------------------
         Paul G. Yovovich                  Director
</TABLE>





                                      -8-
<PAGE>   9


         THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the 1996 Stock Option Plan for Israeli Employees has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Skokie, State of Illinois, on the 28th day
of August, 1996.

                                      
                                      U.S. Robotics Corporation

                                      By:   ___________________________
                                            George A. Vinyard, Vice President
                                            and Secretary
                                                Its:  Plan Administrator





                                      -9-
<PAGE>   10

                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
   Exhibit                                                                                            Sequential
   Number          Description of Exhibit                                                            Page Number 
- -------------      ----------------------                                                          --------------
    <S>            <C>                                                                                  <C>
     4.1           U.S. Robotics Corporation 1996 Stock Option Plan
                   for Israeli Employees                                                                  

     4.2           Certificate of Incorporation of U.S. Robotics                                          *
                   Corporation as amended

     4.3           By-Laws of U.S. Robotics Corporation, as amended

     4.4           Rights Agreement between Registrant and Harris Trust                                  **
                   and Savings Bank, as Rights Agent

      5            Opinion of George A. Vinyard, Esq.

    23.1           Consent of Grant Thornton LLP

     24            Powers of Attorney (including on the signature page of                                --
                   the Registration Statement)
</TABLE>

____________________________

*     Filed as an exhibit to the Company's Current Reports on Form 8-K dated
      February 22, 1995, and amended March 25, 1996 and incorporated herein by
      reference.

**    Incorporated by reference in the Company's Form 8-K filed on May 16,
1996.





                                      -10-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - FORM S-8", "secsgml_size_bytes": 24266}]
{"company-data": {"conformed-name": "U S ROBOTICS CORP/DE/", "cik": "0000933353", "assigned-sic": "3661", "irs-number": "363994412", "state-of-incorporation": "DE", "fiscal-year-end": "1001"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10955", "film-number": "96622266"}, "business-address": {"street1": "8100 N MCCORMICK BLVD", "city": "SKOKIE", "state": "IL", "zip": "60076", "phone": "8479825010"}, "former-company": {"former-conformed-name": "U S ROBOTICS HOLDING CORP", "date-changed": "19941201"}}
1

                                                            Registration No. 33-

    As filed with the Securities and Exchange Commission on August 28, 1996
                  ___________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                  ___________________________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                  ___________________________________________

                           U.S. ROBOTICS CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                      36-3994412
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification Number)
                                                   
8100 North McCormick Boulevard                     (847) 982-5010
Skokie, Illinois 60076-2999                        (Telephone number, including 
(Address, including zip code, of                   area code, of registrant's
registrant's principal executive offices)          principal executive offices)
                                  

                  1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES

                              George A. Vinyard, Esq.
                              Vice President, General Counsel and Secretary
                              U.S. Robotics Corporation
                              8100 North McCormick Boulevard
                              Skokie, Illinois  60076-2999
                              (847) 982-5010
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
                                                  Proposed               Proposed                                
                                                  maximum                maximum                                 
Title of each             Amount to               offering               aggregate                 Amount of     
class of securities       be                      price per              offering                  registration  
to be registered(1)       registered              share                  price                     fee           
                                                                                                                 
- -----------------------------------------------------------------------------------------------------------------
Common Stock              328,000                 $49.625(1)             $16,277,000(1)            $5,612.76
(1)  The offering price is not known.  Pursuant to Rule 457(h), the
registration fee was computed on the basis of the high and low prices of U.S.
Robotics Corporation Common Stock on the NASDAQ/Stock Market on August 21,
1996.
2

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have heretofore been filed by U.S.
Robotics Corporation (Commission File No. 0-25630) or its predecessor, U.S.
Robotics, Inc. (Commission File No. 0-19550) (collectively, the "Company"),
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement, except to the extent that any
statement or information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:

         i.      the Company's Annual Report on Form 10-K for the year ended
                 October 1, 1995;

         ii.     the Company's Quarterly Reports on Form 10-Q for the period
                 ended December 31, 1995 and March 31, 1996;

         iii.    the Company's Current Reports contained on Form 8-K dated
                 October 24, 1995, November 9, 1995, January 22, 1996, February
                 2, 1996, February 29, 1996, March 4, 1996, March 12, 1996,
                 April 12, 1996, April 16, 1996, April 22, 1996, May 9, 1996
                 and July 24, 1996;

         iv.     the description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form 8-A dated September
                 25, 1991, which incorporates such description by reference to
                 the Company's Registration Statement on Form S-1 dated August
                 30, 1991 (No. 33-42546) (as amended October 4, 1991 and
                 October 10, 1991); and

         v.      the description of the Company's stock purchase rights
                 contained in the Company's Registration Statement on Form 8-A
                 dated May 16, 1996.

All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      -2-
3

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock offered hereby will be
passed upon by George A. Vinyard, Vice President, General Counsel and Secretary
of the Company.  Mr. Vinyard holds options to purchase 232,000 shares of Common
Stock, 62,000 of which are currently exercisable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Nine of the Registrant's Certificate of Incorporation
("Article Nine") is consistent with Section 102(b)(7) of the Delaware General
Corporation Law, which generally permits a company to include a provision
limiting the personal liability of a director in the company's certificate of
incorporation.  With limitations, Article Nine eliminates the personal
liability of the Registrant's directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director.  However,
Article Nine does not eliminate director liability:  (1) for breaches of the
duty of loyalty to the Registrant and its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) for transactions from which a director derives
improper personal benefit; and (4) under Section 174 of the Delaware General
Corporation Law ("Section 174").  Section 174 makes directors personally liable
for unlawful dividends and stock repurchases or redemptions and expressly sets
forth a negligence standard with respect to such liability.  While Article Nine
protects the directors from awards for monetary damages for breaches of their
duty of care, it does not eliminate their duty of care.  The limitations in
Article Nine have no effect on claims arising under the federal securities
laws.

         With certain limitations, Section 7 of Article Seven of the
Registrant's By-laws ("Section 7") provides for indemnification of any of the
Registrant's past, present and future officers and directors against
liabilities and reasonable expenses incurred in any criminal or civil action by
reason of such person's being or having been an officer or director of the
Registrant or of any other corporation which such person serves as such at the
request of the Registrant.  Indemnification under Section 7 is limited to
officers and directors who have acted in good faith and in a manner they
reasonably believed to be in the best interests of the Registrant.  Any
questions regarding whether the officer or director has met the required
standards of conduct are to be answered by (1) a majority of disinterested
directors, (2) a written opinion of a reputable disinterested legal counsel
selected by the Board, or (3) the stockholders.  Indemnification rights under
Section 7 are non-exclusive.  In the event of an officer's or director's
death, such person's indemnification rights shall extend to his or her heirs
and legal representatives.  Rights under Section 7 are separable, and if any
part of that section is determined to be invalid for any reason, all other
parts remain in effect.

         Under Section 145 of the Delaware General Corporation law, directors
and officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits, or proceedings, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation -- a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful.  A
similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.

                                      -3-
4

         With the approval of the Registrant's stockholders, the Registrant has
entered into Directorship Agreements with its directors.  These Directorship
Agreements provide that the directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines, amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as
directors of the Registrant or of any subsidiary of the Registrant or of any
other company or enterprise in which they are serving at the request of the
Registrant.  No indemnity will be provided to any director under these
agreements on account of liability for any breach of the director's duty of
loyalty to the Registrant, such subsidiaries, stockholders or enterprises, any
act or omission not in good faith or which involved intentional misconduct or a
knowing violation of laws, or any transaction from which the director derived
an improper personal benefit.  In addition, no indemnification will be provided
for which payment is made to or on behalf of the director under any insurance
policy, except with respect to any excess amount to which the director is
entitled under the Directorship Agreement beyond the amount of payment under
such insurance policy, if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable statute
or public policy, or in connection with any proceeding initiated by the
director, or any proceeding by the director against the Registrant, or its
directors, officers, employees or other persons entitled to be indemnified by
the Registrant, unless (i) the Registrant is expressly required by law to make
the indemnification, (ii) the proceeding was authorized by the Board of
Directors of the Registrant or (iii) the director initiated the proceeding
pursuant to the Directorship Agreement and the director is successful in whole
or in part in the proceeding.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         See Exhibit Index which is incorporated herein by reference.

                                      -4-
5

         ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:

                 i.       to include any Prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;

                 ii.      to reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the Registration Statement;
                          and

                 iii.     to include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the Registration Statement or any material change to
                          such information in the Registration Statement;

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the Registration Statement is on Form S-3 or Form
                 S-8, and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to section
                 13 or section 15(d) of the Exchange Act that are incorporated
                 by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to section 13(a) or
         section 15(d) of the Exchange Act and each filing of the Plan's annual
         report pursuant to section 15(d) of the Exchange Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to section 15(d) of the Exchange Act) that is incorporated by
         reference in the Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

                                      -5-
6

(c)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to officers, directors, and
         controlling persons of the Registrant pursuant to the Registrant's
         certificate of incorporation or by-laws, or otherwise, the Registrant
         has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the
         Securities Act of 1933 and is, therefore, unenforceable.  In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the Securities Act of 1933 and will be governed by the
         final adjudication of such issue.

                                      -6-
7

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Skokie, State of Illinois, on the
28th day of August, 1996.

                                 U.S. ROBOTICS CORPORATION

                                 By:   _________________________________
                                       Casey Cowell
                                       Chairman of the Board, President and
                                       Chief Executive Officer (Principal
                                       Executive Officer)

                               POWER OF ATTORNEY

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints George A. Vinyard and Mark Remissong,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director and
officer of U.S. Robotics Corporation) to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

                                      -7-
8

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on this 28th day of August, 1996.
Signature                                                  Title
           ---------                                                  -----
- ----------------------------------
           Casey Cowell                    Chairman of the Board, President, Chief Executive Officer
                                            and Director (Principal Executive Officer)

                                  
- ----------------------------------
          John McCartney                   Executive Vice President and Director

                                  
- ----------------------------------
         Jonathan N. Zakin                 Executive Vice President and Director

                                  
- ----------------------------------
          Mark Remissong                   Vice President and Chief Financial Officer (Principal Financial
                                           Officer)

                                  
- ----------------------------------
        Steven T. Campbell                 Vice President and Controller (Principal Accounting Officer)

                                  
- ----------------------------------
          James E. Cowie                   Director

                                  
- ----------------------------------
        Terence M. Graunke                 Director

                                  
- ----------------------------------
          Peter I. Mason                   Director

                                  
- ----------------------------------
         Paul G. Yovovich                  Director
-8-
9

         THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the 1996 Stock Option Plan for Israeli Employees has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Skokie, State of Illinois, on the 28th day
of August, 1996.

                                      
                                      U.S. Robotics Corporation

                                      By:   ___________________________
                                            George A. Vinyard, Vice President
                                            and Secretary
                                                Its:  Plan Administrator

                                      -9-
10

                                 EXHIBIT INDEX
Exhibit                                                                                            Sequential
   Number          Description of Exhibit                                                            Page Number 
- -------------      ----------------------                                                          --------------
4.1           U.S. Robotics Corporation 1996 Stock Option Plan
                   for Israeli Employees                                                                  

     4.2           Certificate of Incorporation of U.S. Robotics                                          *
                   Corporation as amended

     4.3           By-Laws of U.S. Robotics Corporation, as amended

     4.4           Rights Agreement between Registrant and Harris Trust                                  **
                   and Savings Bank, as Rights Agent

      5            Opinion of George A. Vinyard, Esq.

    23.1           Consent of Grant Thornton LLP

     24            Powers of Attorney (including on the signature page of                                --
                   the Registration Statement)
____________________________

*     Filed as an exhibit to the Company's Current Reports on Form 8-K dated
      February 22, 1995, and amended March 25, 1996 and incorporated herein by
      reference.

**    Incorporated by reference in the Company's Form 8-K filed on May 16,
1996.

                                      -10-