<PAGE>   1

     As filed with the Securities and Exchange Commission on April 6, 2001

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                              BROADCOM CORPORATION
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                                            33-0480482
   (State or other jurisdiction                                (IRS Employer
 of incorporation or organization)                           Identification No.)

                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)

                                   ----------

    BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
            SERVERWORKS CORPORATION 2000 LONG TERM INCENTIVE PLAN
                      (AS ASSUMED BY BROADCOM CORPORATION)
     SERVERWORKS CORPORATION STOCK OPTION PLAN 1.1, AS AMENDED AND RESTATED
                      (AS ASSUMED BY BROADCOM CORPORATION)

                                   ----------

                            (Full title of the Plans)

                                   ----------

                               DAVID A. DULL, ESQ.
        VICE PRESIDENT OF BUSINESS AFFAIRS, GENERAL COUNSEL AND SECRETARY
                              BROADCOM CORPORATION
                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)

                                 (949) 450-8700
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
                                                    AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                      TO BE           OFFERING PRICE           AGGREGATE            AMOUNT OF
              TO BE REGISTERED                   REGISTERED(1)          PER SHARE          OFFERING PRICE      REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                   <C>                  <C>

Broadcom Corporation
1998 Stock Incentive Plan,                    10,994,485 shares       $21.125(3)          $232,258,495.63(3)      $58,064.62
  as amended and restated
  Class A Common Stock, $.0001 par value
----------------------------------------------------------------------------------------------------------------------------------

ServerWorks Corporation
2000 Long Term Incentive Plan                  2,712,851              $ 5.596(4)           $ 15,181,114.20(4)     $ 3,795.28
  Class A Common Stock, $.0001 par value(2)
----------------------------------------------------------------------------------------------------------------------------------

ServerWorks Corporation
Stock Option Plan 1.1,                         3,138,855              $ 7.179(4)          $ 22,533,840.05(4)      $ 5,633.46
  as amended and restated
  Class A Common Stock, $.0001 par value(2)
----------------------------------------------------------------------------------------------------------------------------------

Total                                         16,846,191                                  $269,973,449.88         $67,493.36
==================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A Common Stock that become issuable under the (a) Broadcom
     Corporation 1998 Stock Incentive Plan, as amended and restated, and the (b)
     ServerWorks Corporation (formerly known as Reliance Computer Corp.) 2000
     Long Term Inventive Plan and ServerWorks Corporation Stock Option Plan 1.1,
     as amended and restated (each, as assumed by Broadcom Corporation), by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without Broadcom's receipt of consideration
     which results in an increase in the number of Broadcom's outstanding shares
     of Class A Common Stock.

(2)  Includes additional shares of Broadcom's Class A Common Stock issuable
     pursuant to the earn-out provisions related to the assumed options
     pursuant to the Merger Agreement and Plan of Reorganization dated
     January 5, 2001 among Broadcom, RCC Acquisition Corp. and Reliance
     Computer Corp. (the "Merger Agreement").

(3)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "Securities Act"), on the basis of
     the high and low selling prices per share of Broadcom's Class A common
     stock on April 4, 2001, as reported on the Nasdaq National Market.

(4)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act on the basis of the weighted average exercise price of the
     outstanding options.

================================================================================
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

                  Broadcom Corporation hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission:

         (a)      Broadcom's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000, filed with the SEC on April 2, 2001;

         (b)      Broadcom's Quarterly Report on Form 10-Q/A for the fiscal
                  quarter ended September 30, 2000 filed with the SEC on
                  March 30, 2001;

         (c)      Broadcom's Current Reports on Form 8-K filed with the SEC on
                  January 9, 2001; January 18, 2001; January 24, 2001;
                  January 31, 2001; March 9, 2001; and March 21, 2001; and its
                  Current Reports on Form 8-K/A filed with the SEC on
                  February 28, 2001; March 19, 2001; March 30, 2001; and
                  April 2, 2001; and

         (d)      Broadcom's Registration Statement No. 000-23993 on Form 8-A
                  filed with SEC on April 6, 1998, including any other
                  amendments or reports filed for the purpose of updating such
                  description, in which there is described the terms, rights and
                  provisions applicable to Broadcom's Class A Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into 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 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 subsequently filed document which also 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.


                                      II-1
<PAGE>   3

Item 6. Indemnification of Directors and Officers

                  Broadcom's Articles of Incorporation limit the personal
liability of its directors for monetary damages to the fullest extent permitted
by the California General Corporation Law (the "California Law"). Under the
California Law, a director's liability to a company or its shareholders may not
be limited with respect to the following items: (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the company
or its shareholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
company or its shareholders, (vi) contracts or transactions between the company
and a director within the scope of Section 310 of the California Law or (vii)
improper dividends, loans and guarantees under Section 316 of the California
Law. The limitation of liability does not affect the availability of injunctions
and other equitable remedies available to Broadcom's shareholders for any
violation by a director of the director's fiduciary duty to Broadcom or its
shareholders.

                  Broadcom's Articles of Incorporation also include an
authorization for Broadcom to indemnify its "agents" (as defined in Section 317
of the California Law) through bylaw provisions, by agreement or otherwise, to
the fullest extent permitted by law. Pursuant to this provision, Broadcom's
Bylaws provide for indemnification of Broadcom's directors. In addition,
Broadcom may, at its discretion, provide indemnification to persons whom
Broadcom is not obligated to indemnify, including its officers, employees and
other agents. The Bylaws also allow Broadcom to enter into indemnity agreements
with individual directors, officers, employees and other agents. These indemnity
agreements have been entered into with all directors and executive officers and
provide the maximum indemnification permitted by law. These agreements, together
with Broadcom's Bylaws and Articles of Incorporation, may require Broadcom,
among other things, to indemnify these directors or executive officers (other
than for liability resulting from willful misconduct of a culpable nature), to
advance expenses to them as they are incurred, provided that they undertake to
repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms. Section 317 of the California Law
and Broadcom's Bylaws make provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed

                  Not Applicable.


                                      II-2
<PAGE>   4

Item 8. Exhibits

Exhibit Number           Exhibit
--------------           -------

     4.1                 Instruments Defining the Rights of Shareholders.
                         Reference is made to Broadcom's Registration Statement
                         No. 000-23993 on Form 8-A, together with the amendments
                         and exhibits thereto, which is incorporated herein by
                         reference pursuant to Item 3(d).

     5.1                 Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1                 Consent of Independent Auditors.

    23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.1.

    24.1                 Power of Attorney. Reference is made to page II-5 of
                         this Registration Statement.

    99.1*                Broadcom Corporation 1998 Stock Incentive Plan (as
                         amended and restated through April 21, 2000).

    99.2**               Form of Notice of Grant of Stock Option.

    99.3**               Form of Stock Option Agreement.

    99.4                 ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.5                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.6                 ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.7                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.8                 Form of Incentive Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.9                 Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation 2000 Long Term Incentive Plan.

    99.10                Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation Stock Option Plan 1.1, as amended and
                         restated.

    99.11***             Merger Agreement and Plan of Reorganization dated
                         January 5, 2001 among Broadcom, RCC Acquisition Corp.,
                         Reliance Computer Corp. and the other signatories
                         thereto.
--------------
*   Exhibit 99.1 is incorporated by reference herein to Exhibit 99.1 to
    Broadcom's Registration Statement on Form S-8 (File No. 333-41110), filed
    with the SEC on July 10, 2000.

**  Exhibits 99.2 and 99.3 are incorporated by reference herein to Exhibits 99.2
    and 99.3, respectively, to Broadcom's Registration Statement on Form S-8
    (File No. 333-60763), filed with the SEC on August 6, 1998.

*** Exhibit 99.11 is incorporated by reference herein to Exhibit 2.1 to
    Broadcom's Current Report on Form 8-K (File No. 000-23993), filed with the
    SEC on January 31, 2001.

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, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this 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
this Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of


                                      II-3
<PAGE>   5

the Exchange Act that are incorporated by reference into this Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act 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; and (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 Broadcom Corporation 1998 Stock Incentive Plan,
as amended and restated, ServerWorks Corporation 2000 Long Term Inventive Plan
and ServerWorks Corporation Stock Option Plan 1.1, as amended and restated.

                  B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into 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.

                  C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the indemnification provisions summarized
in Item 6 above, or otherwise, the registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act 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 and will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>   6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Irvine, California, on this 6th day of April,
2001.

                                        BROADCOM CORPORATION


                                        By: /s/ HENRY T. NICHOLAS  III
                                            ------------------------------------
                                            Henry T. Nicholas III, Ph.D.
                                            President, Chief Executive Officer
                                            and Co-Chairman

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
officers and directors of Broadcom Corporation, a California corporation, do
hereby constitute and appoint Henry T. Nicholas III and Henry Samueli and each
of them, their lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                       TITLE                                              DATE
---------                                       -----                                              ----
<S>                                             <C>                                               <C>


/s/ HENRY T. NICHOLAS  III                      President, Chief Executive Officer                April 6, 2001
----------------------------------------        and Co-Chairman
Henry T. Nicholas III, Ph.D.                    (Principal Executive Officer)


/s/ HENRY SAMUELI                               Vice President of Research &                      April 6, 2001
----------------------------------------        Development, Chief Technical Officer
Henry Samueli, Ph.D.                            and Co-Chairman


/s/ WILLIAM J. RUEHLE                           Vice President and Chief Financial                April 6, 2001
----------------------------------------        Officer (Principal Financial Officer)
William J. Ruehle
</TABLE>


                                      II-5
<PAGE>   7

<TABLE>
<S>                                             <C>                                               <C>


/s/ SCOTT J. POTERACKI                          Corporate Controller and Senior                   April 6, 2001
----------------------------------------        Director of Finance (Principal
Scott J. Poteracki                              Accounting Officer)


/s/ ALAN E. ROSS                                Director                                          April 6, 2001
----------------------------------------
Alan E. Ross


/s/ MYRON S. EICHEN                             Director                                          April 6, 2001
----------------------------------------
Myron S. Eichen


/s/ WERNER F. WOLFEN                            Director                                          April 6, 2001
----------------------------------------
Werner F. Wolfen
</TABLE>


                                      II-6
<PAGE>   8

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                              BROADCOM CORPORATION

<PAGE>   9

                                  EXHIBIT INDEX

   Exhibit
   Number                Exhibit
   -------               -------

     4.1                 Instruments Defining the Rights of Shareholders.
                         Reference is made to Broadcom's Registration Statement
                         No. 000-23993 on Form 8-A, together with the amendments
                         and exhibits thereto, which is incorporated herein by
                         reference pursuant to Item 3(d).

     5.1                 Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1                 Consent of Independent Auditors.

    23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.1.

    24.1                 Power of Attorney. Reference is made to page II-5 of
                         this Registration Statement.

    99.1*                Broadcom Corporation 1998 Stock Incentive Plan (as
                         amended and restated through April 21, 2000).

    99.2**               Form of Notice of Grant of Stock Option.

    99.3**               Form of Stock Option Agreement.

    99.4                 ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.5                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.6                 ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.7                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.8                 Form of Incentive Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.9                 Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation 2000 Long Term Incentive Plan.

    99.10                Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation Stock Option Plan 1.1, as amended and
                         restated.

    99.11***             Merger Agreement and Plan of Reorganization dated
                         January 5, 2001 among Broadcom, RCC Acquisition Corp.,
                         Reliance Computer Corp. and the other signatories
                         thereto.
-----------

*   Exhibit 99.1 is incorporated by reference herein to Exhibit 99.1 to
    Broadcom's Registration Statement on Form S-8 (File No. 333-41110), filed
    with the SEC on July 10, 2000.

**  Exhibits 99.2 and 99.3 are incorporated by reference herein to Exhibits 99.2
    and 99.3, respectively, to Broadcom's Registration Statement on Form S-8
    (File No. 333-60763), filed with the SEC on August 6, 1998.

*** Exhibit 99.11 is incorporated by reference herein to Exhibit 2.1 to
    Broadcom's Current Report on Form 8-K (File No. 000-23993), filed with the
    SEC on January 31, 2001.
[{"type": "S-8", "sequence": "1", "filename": "a70021ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27222}]
{"company-data": {"conformed-name": "BROADCOM CORP", "cik": "0001054374", "assigned-sic": "3674", "irs-number": "330480482", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58498", "film-number": "1597552"}, "business-address": {"street1": "16215 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9494508700"}, "mail-address": {"street1": "16215 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1

     As filed with the Securities and Exchange Commission on April 6, 2001

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                              BROADCOM CORPORATION
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                                            33-0480482
   (State or other jurisdiction                                (IRS Employer
 of incorporation or organization)                           Identification No.)

                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)

                                   ----------

    BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
            SERVERWORKS CORPORATION 2000 LONG TERM INCENTIVE PLAN
                      (AS ASSUMED BY BROADCOM CORPORATION)
     SERVERWORKS CORPORATION STOCK OPTION PLAN 1.1, AS AMENDED AND RESTATED
                      (AS ASSUMED BY BROADCOM CORPORATION)

                                   ----------

                            (Full title of the Plans)

                                   ----------

                               DAVID A. DULL, ESQ.
        VICE PRESIDENT OF BUSINESS AFFAIRS, GENERAL COUNSEL AND SECRETARY
                              BROADCOM CORPORATION
                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)

                                 (949) 450-8700
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                    AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                      TO BE           OFFERING PRICE           AGGREGATE            AMOUNT OF
              TO BE REGISTERED                   REGISTERED(1)          PER SHARE          OFFERING PRICE      REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Broadcom Corporation
1998 Stock Incentive Plan,                    10,994,485 shares       $21.125(3)          $232,258,495.63(3)      $58,064.62
  as amended and restated
  Class A Common Stock, $.0001 par value
----------------------------------------------------------------------------------------------------------------------------------

ServerWorks Corporation
2000 Long Term Incentive Plan                  2,712,851              $ 5.596(4)           $ 15,181,114.20(4)     $ 3,795.28
  Class A Common Stock, $.0001 par value(2)
----------------------------------------------------------------------------------------------------------------------------------

ServerWorks Corporation
Stock Option Plan 1.1,                         3,138,855              $ 7.179(4)          $ 22,533,840.05(4)      $ 5,633.46
  as amended and restated
  Class A Common Stock, $.0001 par value(2)
----------------------------------------------------------------------------------------------------------------------------------

Total                                         16,846,191                                  $269,973,449.88         $67,493.36
==================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A Common Stock that become issuable under the (a) Broadcom
     Corporation 1998 Stock Incentive Plan, as amended and restated, and the (b)
     ServerWorks Corporation (formerly known as Reliance Computer Corp.) 2000
     Long Term Inventive Plan and ServerWorks Corporation Stock Option Plan 1.1,
     as amended and restated (each, as assumed by Broadcom Corporation), by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without Broadcom's receipt of consideration
     which results in an increase in the number of Broadcom's outstanding shares
     of Class A Common Stock.

(2)  Includes additional shares of Broadcom's Class A Common Stock issuable
     pursuant to the earn-out provisions related to the assumed options
     pursuant to the Merger Agreement and Plan of Reorganization dated
     January 5, 2001 among Broadcom, RCC Acquisition Corp. and Reliance
     Computer Corp. (the "Merger Agreement").

(3)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "Securities Act"), on the basis of
     the high and low selling prices per share of Broadcom's Class A common
     stock on April 4, 2001, as reported on the Nasdaq National Market.

(4)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act on the basis of the weighted average exercise price of the
     outstanding options.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

                  Broadcom Corporation hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission:

         (a)      Broadcom's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000, filed with the SEC on April 2, 2001;

         (b)      Broadcom's Quarterly Report on Form 10-Q/A for the fiscal
                  quarter ended September 30, 2000 filed with the SEC on
                  March 30, 2001;

         (c)      Broadcom's Current Reports on Form 8-K filed with the SEC on
                  January 9, 2001; January 18, 2001; January 24, 2001;
                  January 31, 2001; March 9, 2001; and March 21, 2001; and its
                  Current Reports on Form 8-K/A filed with the SEC on
                  February 28, 2001; March 19, 2001; March 30, 2001; and
                  April 2, 2001; and

         (d)      Broadcom's Registration Statement No. 000-23993 on Form 8-A
                  filed with SEC on April 6, 1998, including any other
                  amendments or reports filed for the purpose of updating such
                  description, in which there is described the terms, rights and
                  provisions applicable to Broadcom's Class A Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into 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 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 subsequently filed document which also 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.

                                      II-1
3

Item 6. Indemnification of Directors and Officers

                  Broadcom's Articles of Incorporation limit the personal
liability of its directors for monetary damages to the fullest extent permitted
by the California General Corporation Law (the "California Law"). Under the
California Law, a director's liability to a company or its shareholders may not
be limited with respect to the following items: (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the company
or its shareholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
company or its shareholders, (vi) contracts or transactions between the company
and a director within the scope of Section 310 of the California Law or (vii)
improper dividends, loans and guarantees under Section 316 of the California
Law. The limitation of liability does not affect the availability of injunctions
and other equitable remedies available to Broadcom's shareholders for any
violation by a director of the director's fiduciary duty to Broadcom or its
shareholders.

                  Broadcom's Articles of Incorporation also include an
authorization for Broadcom to indemnify its "agents" (as defined in Section 317
of the California Law) through bylaw provisions, by agreement or otherwise, to
the fullest extent permitted by law. Pursuant to this provision, Broadcom's
Bylaws provide for indemnification of Broadcom's directors. In addition,
Broadcom may, at its discretion, provide indemnification to persons whom
Broadcom is not obligated to indemnify, including its officers, employees and
other agents. The Bylaws also allow Broadcom to enter into indemnity agreements
with individual directors, officers, employees and other agents. These indemnity
agreements have been entered into with all directors and executive officers and
provide the maximum indemnification permitted by law. These agreements, together
with Broadcom's Bylaws and Articles of Incorporation, may require Broadcom,
among other things, to indemnify these directors or executive officers (other
than for liability resulting from willful misconduct of a culpable nature), to
advance expenses to them as they are incurred, provided that they undertake to
repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms. Section 317 of the California Law
and Broadcom's Bylaws make provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed

                  Not Applicable.

                                      II-2
4

Item 8. Exhibits

Exhibit Number           Exhibit
--------------           -------

     4.1                 Instruments Defining the Rights of Shareholders.
                         Reference is made to Broadcom's Registration Statement
                         No. 000-23993 on Form 8-A, together with the amendments
                         and exhibits thereto, which is incorporated herein by
                         reference pursuant to Item 3(d).

     5.1                 Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1                 Consent of Independent Auditors.

    23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.1.

    24.1                 Power of Attorney. Reference is made to page II-5 of
                         this Registration Statement.

    99.1*                Broadcom Corporation 1998 Stock Incentive Plan (as
                         amended and restated through April 21, 2000).

    99.2**               Form of Notice of Grant of Stock Option.

    99.3**               Form of Stock Option Agreement.

    99.4                 ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.5                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.6                 ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.7                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.8                 Form of Incentive Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.9                 Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation 2000 Long Term Incentive Plan.

    99.10                Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation Stock Option Plan 1.1, as amended and
                         restated.

    99.11***             Merger Agreement and Plan of Reorganization dated
                         January 5, 2001 among Broadcom, RCC Acquisition Corp.,
                         Reliance Computer Corp. and the other signatories
                         thereto.
--------------
*   Exhibit 99.1 is incorporated by reference herein to Exhibit 99.1 to
    Broadcom's Registration Statement on Form S-8 (File No. 333-41110), filed
    with the SEC on July 10, 2000.

**  Exhibits 99.2 and 99.3 are incorporated by reference herein to Exhibits 99.2
    and 99.3, respectively, to Broadcom's Registration Statement on Form S-8
    (File No. 333-60763), filed with the SEC on August 6, 1998.

*** Exhibit 99.11 is incorporated by reference herein to Exhibit 2.1 to
    Broadcom's Current Report on Form 8-K (File No. 000-23993), filed with the
    SEC on January 31, 2001.

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, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this 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
this Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of

                                      II-3
5

the Exchange Act that are incorporated by reference into this Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act 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; and (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 Broadcom Corporation 1998 Stock Incentive Plan,
as amended and restated, ServerWorks Corporation 2000 Long Term Inventive Plan
and ServerWorks Corporation Stock Option Plan 1.1, as amended and restated.

                  B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into 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.

                  C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the indemnification provisions summarized
in Item 6 above, or otherwise, the registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act 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 and will be governed by the final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Irvine, California, on this 6th day of April,
2001.

                                        BROADCOM CORPORATION

                                        By: /s/ HENRY T. NICHOLAS  III
                                            ------------------------------------
                                            Henry T. Nicholas III, Ph.D.
                                            President, Chief Executive Officer
                                            and Co-Chairman

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
officers and directors of Broadcom Corporation, a California corporation, do
hereby constitute and appoint Henry T. Nicholas III and Henry Samueli and each
of them, their lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE                                       TITLE                                              DATE
---------                                       -----                                              ----
/s/ HENRY T. NICHOLAS  III                      President, Chief Executive Officer                April 6, 2001
----------------------------------------        and Co-Chairman
Henry T. Nicholas III, Ph.D.                    (Principal Executive Officer)

/s/ HENRY SAMUELI                               Vice President of Research &                      April 6, 2001
----------------------------------------        Development, Chief Technical Officer
Henry Samueli, Ph.D.                            and Co-Chairman

/s/ WILLIAM J. RUEHLE                           Vice President and Chief Financial                April 6, 2001
----------------------------------------        Officer (Principal Financial Officer)
William J. Ruehle
II-5
7
/s/ SCOTT J. POTERACKI                          Corporate Controller and Senior                   April 6, 2001
----------------------------------------        Director of Finance (Principal
Scott J. Poteracki                              Accounting Officer)

/s/ ALAN E. ROSS                                Director                                          April 6, 2001
----------------------------------------
Alan E. Ross

/s/ MYRON S. EICHEN                             Director                                          April 6, 2001
----------------------------------------
Myron S. Eichen

/s/ WERNER F. WOLFEN                            Director                                          April 6, 2001
----------------------------------------
Werner F. Wolfen
II-6
8

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              BROADCOM CORPORATION
9

                                  EXHIBIT INDEX

   Exhibit
   Number                Exhibit
   -------               -------

     4.1                 Instruments Defining the Rights of Shareholders.
                         Reference is made to Broadcom's Registration Statement
                         No. 000-23993 on Form 8-A, together with the amendments
                         and exhibits thereto, which is incorporated herein by
                         reference pursuant to Item 3(d).

     5.1                 Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1                 Consent of Independent Auditors.

    23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.1.

    24.1                 Power of Attorney. Reference is made to page II-5 of
                         this Registration Statement.

    99.1*                Broadcom Corporation 1998 Stock Incentive Plan (as
                         amended and restated through April 21, 2000).

    99.2**               Form of Notice of Grant of Stock Option.

    99.3**               Form of Stock Option Agreement.

    99.4                 ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.5                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation 2000 Long Term Incentive Plan.

    99.6                 ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.7                 Form of Nonstatutory Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.8                 Form of Incentive Stock Option Agreement for
                         ServerWorks Corporation Stock Option Plan 1.1, as
                         amended and restated.

    99.9                 Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation 2000 Long Term Incentive Plan.

    99.10                Form of Stock Option Assumption Agreement - ServerWorks
                         Corporation Stock Option Plan 1.1, as amended and
                         restated.

    99.11***             Merger Agreement and Plan of Reorganization dated
                         January 5, 2001 among Broadcom, RCC Acquisition Corp.,
                         Reliance Computer Corp. and the other signatories
                         thereto.
-----------

*   Exhibit 99.1 is incorporated by reference herein to Exhibit 99.1 to
    Broadcom's Registration Statement on Form S-8 (File No. 333-41110), filed
    with the SEC on July 10, 2000.

**  Exhibits 99.2 and 99.3 are incorporated by reference herein to Exhibits 99.2
    and 99.3, respectively, to Broadcom's Registration Statement on Form S-8
    (File No. 333-60763), filed with the SEC on August 6, 1998.

*** Exhibit 99.11 is incorporated by reference herein to Exhibit 2.1 to
    Broadcom's Current Report on Form 8-K (File No. 000-23993), filed with the
    SEC on January 31, 2001.