As filed with the Securities and Exchange Commission on June 22, 2001


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

       ------------------------------------------------------------------


                               CIRRUS LOGIC, INC.
             (Exact name of Registrant as specified in its charter)


       ------------------------------------------------------------------

<TABLE>
<S>                                           <C>                                        <C>
               Delaware                       4210 South Industrial Drive                    77-0024818
    (State or other jurisdiction of                Austin, TX 78744                       (I.R.S. Employer
    incorporation or organization)                  (510) 623-8300                       Identification No.)
                                            (Address of principal executive
                                                       offices)
</TABLE>

                        PEAK AUDIO, INC. 2001 Stock Plan

                              (Full Title of Plan)


    -----------------------------------------------------------------------

                             Steven D. Overly, Esq.
      Senior Vice President, Administration, General Counsel and Secretary
                               Cirrus Logic, Inc.
                            4210 South Industrial Dr.
                                Austin, TX 78744
                                 (512) 912-3234
                      (Name, address and telephone number,
                   including area code, of agent for service)


    -----------------------------------------------------------------------

                                   Copies to:
                             Maureen Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                 (212) 819-8200


    -----------------------------------------------------------------------
<PAGE>



<TABLE>

                                                   CALCULATION OF REGISTRATION FEE

==================================== ================= ==================== =================== ====================
<CAPTION>
<S>                                    <C>              <C>                 <C>                  <C>
                                                        Proposed maximum     Proposed maximum
      Title of each class of           Amount to be      offering price     aggregate offering       Amount of
    securities to be registered         registered        per share (1)         price (1)        registration fee
------------------------------------ ----------------- -------------------- ------------------- --------------------
     Common Stock, $0.001 par             61,366             $18.66           $1,145,089.50           $286.27
            value......

==================================== ================= ==================== =================== ====================

(1)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) and 457(c) under the Securities Act of 1933,
      based upon the average of the bid and asked prices of the Common Stock as
      reported on the NASDAQ National Market System on June 20, 2001.
</TABLE>

================================================================================
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

          The  Corporation  hereby  incorporates by reference in this Prospectus
the Corporation's  Annual Report on Form 10-K for the year ended March 31, 2001;
and  the  description  of  the  Common  Stock  contained  in  the  Corporation's
registration  statement for its Common Stock filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  including any amendment or report
filed for the purpose of updating such description.

          All  documents  subsequently  filed  by the  Corporation  pursuant  to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregister all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a  document  all or a  portion  of which is  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  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  Registration
Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Corporation's Certificate of Incorporation limits the liability of
directors to the maximum  extent  permitted by Delaware law.  Section 145 of the
General  Corporation  Law of the State of Delaware  authorizes and empowers each
Delaware corporation to indemnify its directors,  officers, employees and agents
against liabilities  incurred in connection with, and related expenses resulting
from, any claim,  action or suit brought  against any such person as a result of
his or her relationship  with the corporation,  provided that such persons acted
in good faith and in a manner such person reasonably  believed to be in, and not
opposed to, the best interests of the corporation in connection with the acts or
events on which such claim, action or suit is based. The finding of either civil
or criminal liability on the part of such person in connection with such acts or
events is not necessarily  determinative  of the question of whether such person
has met the  required  standard of conduct and is,  accordingly,  entitled to be
indemnified.  The foregoing statements are subject to the detailed provisions of
Section 145 of the General Corporation Law of the State of Delaware.

          The  By-Laws of the  Corporation  provide  that each person who at any
time is or was a director or officer of the Corporation, or is or was serving as
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise at the request of the Corporation or was a director or officer
of a corporation  which was a predecessor  corporation of the  corporation or of
another  enterprise  at the  request of such  predecessor  corporation  shall be
indemnified  by the  Corporation  in  accordance  with  and to the  full  extent
permitted by the General Corporation Law of the State of Delaware. Article VI of
the By-Laws of the Corporation facilitates enforcement of the right of directors
and officers to be  indemnified by  establishing  such right as a contract right
pursuant  to  which  the  person  entitled  thereto  may  bring  suit  as if the
indemnification  provisions of the By-Laws were set forth in a separate  written
contract between the Corporation and the director or officer.  Article VI of the
By-Laws  also  permits  the  Corporation  to secure  insurance  on behalf of any
officer, director,  employee or other agent for any liability arising out of his
or her actions in such  capacity,  regardless of whether the  Corporation  would
have the power to indemnify him or her against such liability  under the General
Corporation  Law  of  Delaware.  The  Corporation  currently  has  secured  such
insurance on behalf of its officers and directors.
<PAGE>
          The Corporation has entered into agreements to indemnify its directors
and officers,  in addition to indemnification  provided for in the Corporation's
By-Laws.  Subject to certain conditions,  these agreements,  among other things,
indemnify  the  Corporation's   directors  and  officers  for  certain  expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceedings,  including any action by or in the
right of the Corporation, arising out of such person's services as a director or
officer of the  Corporation,  any  subsidiary  of the  Corporation  or any other
company or  enterprise to which the person  provides  services at the request of
the Corporation.



Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit
Number    Description of Documents
------    ------------------------

4.1       Certificate of  Incorporation of the  Corporation,  as amended,  filed
          with the Delaware  Secretary of State on August 26, 1998 (incorporated
          by reference to Exhibit 3.1 of the Corporation's Annual Report on Form
          10-K for the year ended March 31, 2001, File No. 0-17795).

4.2       Agreement  and Plan of Merger,  filed with the  Delaware  Secretary of
          State on February 17, 1999  (incorporated  by reference to Exhibit 3.2
          of the  Corporation's  Annual  Report on Form 10-K for the year  ended
          March 31, 2001, File No. 0-17795).

4.3       By-Laws of the Corporation,  as amended  (incorporated by reference to
          Exhibit 3.4 of the  Corporation's  Annual  Report on Form 10-K for the
          year ended March 31, 2001, File No. 0-17795).

5         Opinion  of  Steven  D.   Overly,   Esq.,   Senior   Vice   President,
          Administration,  General  Counsel and  Secretary  of the  Corporation,
          dated June 22, 2001,  with respect to the legality of the Common Stock
          being registered.

23.1      Consent of Independent Auditors.

23.2      Consent  of Steven  D.  Overly,  Esq.  (included  in  Exhibit 5 to the
          Registration Statement).

24        Power of Attorney of certain officers and directors (included in pages
          II-4 through II-5).


Item 9.   Undertakings.

          The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
          made, a  post-effective  amendment or  prospectus  supplement  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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and


                                      II-2
<PAGE>

                    (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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 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; and

          (4)  that,  for  purposes  of  determining  any  liability  under  the
     Securities Act of 1933, each filing of Registrant's  annual report pursuant
     to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 that is
     incorporated by reference in this 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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  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.




                                      II-3
<PAGE>



                                   SIGNATURES

          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 City of  Austin,  State of  Texas,  on the 22nd day of June,
2001.

                                             CIRRUS LOGIC, INC.

                                             By  /s/ Steven D. Overly
                                               ------------------------------
                                               Name:  Steven D. Overly
                                               Title: Senior Vice President,
                                                      Administration, General
                                                      Counsel and Secretary






                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints each of Steven D. Overly and Stephanie
Lucie  his true and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and revocation,  in his name and on his behalf,  to do any and all
acts  and   things  and  to  execute   any  and  all   instruments   which  said
attorney-in-fact  and agent may deem  necessary or  advisable  to enable  Cirrus
Logic,  Inc. (the  "Corporation")  to comply with the Securities Act of 1933, as
amended  (the  "Act"),  and  any  rules,  regulations  or  requirements  of  the
Securities and Exchange  Commission in respect  thereof,  in connection with the
registration  under the Act of up to,  and  including,  61,366  shares of Common
Stock  of the  Corporation  to be  issued  from  time  to time  pursuant  to the
corporation's Peak Audio, Inc. 2001 Stock Plan, including power and authority to
sign his name in any and all  capacities  (including  his capacity as a Director
and/or Officer of the  Corporation)  to a Registration  Statement on Form S-8 or
such other form as may be appropriate, and to any and all amendments,  including
post-effective  amendments,  to such Registration Statement,  and to any and all
instruments  or  documents   filed  as  part  of  or  in  connection  with  such
Registration  Statement or any amendments  thereto;  and the undersigned  hereby
ratifies and confirms all that said attorney-in-fact and agent shall lawfully do
or cause to be done by virtue thereof.




                                      II-4
<PAGE>


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                               Title                                            Date
---------                               -----                                            ----
<S>                                     <C>                                             <C>
  /s/ David D. French
--------------------------
David D. French                         President, Chief                                June 15, 2001
                                        Executive Officer and Director
                                        (Principal Executive Officer)

  /s/ Robert W. Fay
---------------------------
Robert W. Fay                           Vice President and                              June 15, 2001
                                        Chief Financial Officer
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)
  /s/ Michael L. Hackworth
---------------------------
 Michael L. Hackworth                   Chairman of the Board                           June 22, 2001

  /s/ Suhas S. Patil
---------------------------
Suhas S. Patil                          Director                                        June 15, 2001

  /s/ D. James Guzy
---------------------------
D. James Guzy                           Director                                        June 15, 2001

  /s/ Harold J. Raveche
---------------------------
Harold J. Raveche                       Director                                        June 22, 2001

  /s/ Walden C. Rhines
---------------------------
Walden C. Rhines                        Director                                        June 15, 2001

  /s/ Robert H. Smith
---------------------------
Robert H. Smith                         Director                                        June 15, 2001
</TABLE>




                                      II-5
<PAGE>


                                  EXHIBIT INDEX




Exhibit No.
-----------

4.1       Certificate of  Incorporation of the  Corporation,  as amended,  filed
          with the Delaware  Secretary of State on August 26, 1998 (incorporated
          by reference to Exhibit 3.1 of the Corporation's Annual Report on Form
          10-K for the year ended March 31, 2001, File No. 0-17795).

4.2       Agreement  and Plan of Merger,  filed with the  Delaware  Secretary of
          State on February 17, 1999  (incorporated  by reference to Exhibit 3.2
          of the  Corporation's  Annual  Report on Form 10-K for the year  ended
          March 31, 2001, File No. 0-17795).


4.3       By-Laws of the Corporation, as amended  (incorporated by reference to
          Exhibit 3.4 of the  Corporation's  Annual  Report on Form 10-K for the
          year ended March 31, 2001, File No. 0-17795).

5         Opinion  of  Steven  D.   Overly,   Esq.,   Senior   Vice   President,
          Administration,  General  Counsel and  Secretary  of the  Corporation,
          dated June 22, 2001,  with respect to the legality of the Common Stock
          being registered.

23.1      Consent of Independent Auditors.

23.2      Consent  of Steven  D.  Overly,  Esq.  (included  in  Exhibit 5 to the
          Registration Statement).

24        Power of Attorney of certain officers and directors (included in pages
          II-4 through II-5).




                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "a755981_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21630}]
{"company-data": {"conformed-name": "CIRRUS LOGIC INC", "cik": "0000772406", "assigned-sic": "3674", "irs-number": "770024818", "state-of-incorporation": "DE", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63674", "film-number": "1665924"}, "business-address": {"street1": "4210 SOUTH INDUSTRIAL DR", "city": "AUSTIN", "state": "TX", "zip": "78744", "phone": "5106238300"}, "mail-address": {"street1": "3100 W WARREN AVE", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on June 22, 2001

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

       ------------------------------------------------------------------

                               CIRRUS LOGIC, INC.
             (Exact name of Registrant as specified in its charter)

       ------------------------------------------------------------------
Delaware                       4210 South Industrial Drive                    77-0024818
    (State or other jurisdiction of                Austin, TX 78744                       (I.R.S. Employer
    incorporation or organization)                  (510) 623-8300                       Identification No.)
                                            (Address of principal executive
                                                       offices)
PEAK AUDIO, INC. 2001 Stock Plan

                              (Full Title of Plan)

    -----------------------------------------------------------------------

                             Steven D. Overly, Esq.
      Senior Vice President, Administration, General Counsel and Secretary
                               Cirrus Logic, Inc.
                            4210 South Industrial Dr.
                                Austin, TX 78744
                                 (512) 912-3234
                      (Name, address and telephone number,
                   including area code, of agent for service)

    -----------------------------------------------------------------------

                                   Copies to:
                             Maureen Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                 (212) 819-8200

    -----------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

==================================== ================= ==================== =================== ====================
Proposed maximum     Proposed maximum
      Title of each class of           Amount to be      offering price     aggregate offering       Amount of
    securities to be registered         registered        per share (1)         price (1)        registration fee
------------------------------------ ----------------- -------------------- ------------------- --------------------
     Common Stock, $0.001 par             61,366             $18.66           $1,145,089.50           $286.27
            value......

==================================== ================= ==================== =================== ====================

(1)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) and 457(c) under the Securities Act of 1933,
      based upon the average of the bid and asked prices of the Common Stock as
      reported on the NASDAQ National Market System on June 20, 2001.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  Corporation  hereby  incorporates by reference in this Prospectus
the Corporation's  Annual Report on Form 10-K for the year ended March 31, 2001;
and  the  description  of  the  Common  Stock  contained  in  the  Corporation's
registration  statement for its Common Stock filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  including any amendment or report
filed for the purpose of updating such description.

          All  documents  subsequently  filed  by the  Corporation  pursuant  to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregister all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a  document  all or a  portion  of which is  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  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  Registration
Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Corporation's Certificate of Incorporation limits the liability of
directors to the maximum  extent  permitted by Delaware law.  Section 145 of the
General  Corporation  Law of the State of Delaware  authorizes and empowers each
Delaware corporation to indemnify its directors,  officers, employees and agents
against liabilities  incurred in connection with, and related expenses resulting
from, any claim,  action or suit brought  against any such person as a result of
his or her relationship  with the corporation,  provided that such persons acted
in good faith and in a manner such person reasonably  believed to be in, and not
opposed to, the best interests of the corporation in connection with the acts or
events on which such claim, action or suit is based. The finding of either civil
or criminal liability on the part of such person in connection with such acts or
events is not necessarily  determinative  of the question of whether such person
has met the  required  standard of conduct and is,  accordingly,  entitled to be
indemnified.  The foregoing statements are subject to the detailed provisions of
Section 145 of the General Corporation Law of the State of Delaware.

          The  By-Laws of the  Corporation  provide  that each person who at any
time is or was a director or officer of the Corporation, or is or was serving as
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise at the request of the Corporation or was a director or officer
of a corporation  which was a predecessor  corporation of the  corporation or of
another  enterprise  at the  request of such  predecessor  corporation  shall be
indemnified  by the  Corporation  in  accordance  with  and to the  full  extent
permitted by the General Corporation Law of the State of Delaware. Article VI of
the By-Laws of the Corporation facilitates enforcement of the right of directors
and officers to be  indemnified by  establishing  such right as a contract right
pursuant  to  which  the  person  entitled  thereto  may  bring  suit  as if the
indemnification  provisions of the By-Laws were set forth in a separate  written
contract between the Corporation and the director or officer.  Article VI of the
By-Laws  also  permits  the  Corporation  to secure  insurance  on behalf of any
officer, director,  employee or other agent for any liability arising out of his
or her actions in such  capacity,  regardless of whether the  Corporation  would
have the power to indemnify him or her against such liability  under the General
Corporation  Law  of  Delaware.  The  Corporation  currently  has  secured  such
insurance on behalf of its officers and directors.
The Corporation has entered into agreements to indemnify its directors
and officers,  in addition to indemnification  provided for in the Corporation's
By-Laws.  Subject to certain conditions,  these agreements,  among other things,
indemnify  the  Corporation's   directors  and  officers  for  certain  expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceedings,  including any action by or in the
right of the Corporation, arising out of such person's services as a director or
officer of the  Corporation,  any  subsidiary  of the  Corporation  or any other
company or  enterprise to which the person  provides  services at the request of
the Corporation.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit
Number    Description of Documents
------    ------------------------

4.1       Certificate of  Incorporation of the  Corporation,  as amended,  filed
          with the Delaware  Secretary of State on August 26, 1998 (incorporated
          by reference to Exhibit 3.1 of the Corporation's Annual Report on Form
          10-K for the year ended March 31, 2001, File No. 0-17795).

4.2       Agreement  and Plan of Merger,  filed with the  Delaware  Secretary of
          State on February 17, 1999  (incorporated  by reference to Exhibit 3.2
          of the  Corporation's  Annual  Report on Form 10-K for the year  ended
          March 31, 2001, File No. 0-17795).

4.3       By-Laws of the Corporation,  as amended  (incorporated by reference to
          Exhibit 3.4 of the  Corporation's  Annual  Report on Form 10-K for the
          year ended March 31, 2001, File No. 0-17795).

5         Opinion  of  Steven  D.   Overly,   Esq.,   Senior   Vice   President,
          Administration,  General  Counsel and  Secretary  of the  Corporation,
          dated June 22, 2001,  with respect to the legality of the Common Stock
          being registered.

23.1      Consent of Independent Auditors.

23.2      Consent  of Steven  D.  Overly,  Esq.  (included  in  Exhibit 5 to the
          Registration Statement).

24        Power of Attorney of certain officers and directors (included in pages
          II-4 through II-5).

Item 9.   Undertakings.

          The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
          made, a  post-effective  amendment or  prospectus  supplement  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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

                                      II-2
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 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; and

          (4)  that,  for  purposes  of  determining  any  liability  under  the
     Securities Act of 1933, each filing of Registrant's  annual report pursuant
     to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 that is
     incorporated by reference in this 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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  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.

                                      II-3
SIGNATURES

          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 City of  Austin,  State of  Texas,  on the 22nd day of June,
2001.

                                             CIRRUS LOGIC, INC.

                                             By  /s/ Steven D. Overly
                                               ------------------------------
                                               Name:  Steven D. Overly
                                               Title: Senior Vice President,
                                                      Administration, General
                                                      Counsel and Secretary

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints each of Steven D. Overly and Stephanie
Lucie  his true and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and revocation,  in his name and on his behalf,  to do any and all
acts  and   things  and  to  execute   any  and  all   instruments   which  said
attorney-in-fact  and agent may deem  necessary or  advisable  to enable  Cirrus
Logic,  Inc. (the  "Corporation")  to comply with the Securities Act of 1933, as
amended  (the  "Act"),  and  any  rules,  regulations  or  requirements  of  the
Securities and Exchange  Commission in respect  thereof,  in connection with the
registration  under the Act of up to,  and  including,  61,366  shares of Common
Stock  of the  Corporation  to be  issued  from  time  to time  pursuant  to the
corporation's Peak Audio, Inc. 2001 Stock Plan, including power and authority to
sign his name in any and all  capacities  (including  his capacity as a Director
and/or Officer of the  Corporation)  to a Registration  Statement on Form S-8 or
such other form as may be appropriate, and to any and all amendments,  including
post-effective  amendments,  to such Registration Statement,  and to any and all
instruments  or  documents   filed  as  part  of  or  in  connection  with  such
Registration  Statement or any amendments  thereto;  and the undersigned  hereby
ratifies and confirms all that said attorney-in-fact and agent shall lawfully do
or cause to be done by virtue thereof.

                                      II-4
Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                               Title                                            Date
---------                               -----                                            ----
/s/ David D. French
--------------------------
David D. French                         President, Chief                                June 15, 2001
                                        Executive Officer and Director
                                        (Principal Executive Officer)

  /s/ Robert W. Fay
---------------------------
Robert W. Fay                           Vice President and                              June 15, 2001
                                        Chief Financial Officer
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)
  /s/ Michael L. Hackworth
---------------------------
 Michael L. Hackworth                   Chairman of the Board                           June 22, 2001

  /s/ Suhas S. Patil
---------------------------
Suhas S. Patil                          Director                                        June 15, 2001

  /s/ D. James Guzy
---------------------------
D. James Guzy                           Director                                        June 15, 2001

  /s/ Harold J. Raveche
---------------------------
Harold J. Raveche                       Director                                        June 22, 2001

  /s/ Walden C. Rhines
---------------------------
Walden C. Rhines                        Director                                        June 15, 2001

  /s/ Robert H. Smith
---------------------------
Robert H. Smith                         Director                                        June 15, 2001
II-5
EXHIBIT INDEX

Exhibit No.
-----------

4.1       Certificate of  Incorporation of the  Corporation,  as amended,  filed
          with the Delaware  Secretary of State on August 26, 1998 (incorporated
          by reference to Exhibit 3.1 of the Corporation's Annual Report on Form
          10-K for the year ended March 31, 2001, File No. 0-17795).

4.2       Agreement  and Plan of Merger,  filed with the  Delaware  Secretary of
          State on February 17, 1999  (incorporated  by reference to Exhibit 3.2
          of the  Corporation's  Annual  Report on Form 10-K for the year  ended
          March 31, 2001, File No. 0-17795).

4.3       By-Laws of the Corporation, as amended  (incorporated by reference to
          Exhibit 3.4 of the  Corporation's  Annual  Report on Form 10-K for the
          year ended March 31, 2001, File No. 0-17795).

5         Opinion  of  Steven  D.   Overly,   Esq.,   Senior   Vice   President,
          Administration,  General  Counsel and  Secretary  of the  Corporation,
          dated June 22, 2001,  with respect to the legality of the Common Stock
          being registered.

23.1      Consent of Independent Auditors.

23.2      Consent  of Steven  D.  Overly,  Esq.  (included  in  Exhibit 5 to the
          Registration Statement).

24        Power of Attorney of certain officers and directors (included in pages
          II-4 through II-5).

                                      II-6