<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1996.

                                                     REGISTRATION NO. 333-______



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                ATMEL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              CALIFORNIA                                 77-0051991
      (STATE OF INCORPORATION)              (I.R.S. EMPLOYER IDENTIFICATION NO.)

                              2325 ORCHARD PARKWAY
                           SAN JOSE, CALIFORNIA 95131
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                                 1996 STOCK PLAN

                            (FULL TITLE OF THE PLAN)

                                  KRIS CHELLAM
                           VICE PRESIDENT, FINANCE AND
                             CHIEF FINANCIAL OFFICER
                                ATMEL CORPORATION
                              2325 ORCHARD PARKWAY
                           SAN JOSE, CALIFORNIA 95131
                                 (408) 441-0311
     (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                    SERVICE)

                                   Copies to:

                             MARK A. BERTELSEN, ESQ.
                              DON S. WILLIAMS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (415) 493-9300


<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            PROPOSED MAXIMUM      PROPOSED              AMOUNT OF
              TITLE OF SECURITIES                      AMOUNT TO BE          OFFERING PRICE   MAXIMUM AGGREGATE        REGISTRATION
                TO BE REGISTERED                        REGISTERED            PER SHARE(1)     OFFERING PRICE             FEE(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>              <C>                    <C>      
Common Stock, no par value
  - 1996 Stock Plan.............................            4,000,000            $25.5625         $102,250,000(3)        $30,984.85

    TOTAL.......................................            4,000,000                             $102,250,000           $30,984.85

====================================================================================================================================
</TABLE>

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

(1)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the registration fee.

(2)      Amount of the Registration Fee was calculated pursuant to Section 6(b)
         of the Securities Act of 1933, as amended, which states that the fee
         shall be "one twenty-ninth of one percentum of the maximum aggregate
         price at which the securities are issued."

(3)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the filing fee on the basis of $25.5625 per share, which
         represents the average of the high and the low prices reported on the
         Nasdaq National Market on November 1, 1996.


<PAGE>   2



                                ATMEL CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 filed pursuant to Section 13 of the 1934 Act;

                  (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated February 20, 1991
pursuant to Section 12(g) of the 1934 Act.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not Applicable

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Certain members of Wilson Sonsini Goodrich & Rosati, P.C.
beneficially own approximately 2,500 shares of the Company's Common Stock.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 317 of the California Corporations Code authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article IV of the Company's Restated Articles
of Incorporation and Article VI of the Company's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Company has entered into Indemnification Agreements with its officers and
directors which, among other things, (i) require the indemnification of such
individuals in circumstances where indemnification would otherwise be
permissive, (ii) require the Company to maintain in effect directors' and
officers' liability insurance covering such individuals, unless such insurance
is not available on reasonable terms, (iii) require the Company to advance
expenses incurred by such individuals in connection with the investigation,
defense, settlement or appeal of any proceeding, provided that such individuals
undertake to repay any amounts for which such individual is ultimately
determined not to be entitled to indemnification, (iv) establish the presumption
that the indemnified party has met the applicable standard of conduct required
for indemnification

                                      II-1
<PAGE>   3

and (v) set forth certain notice procedures in the event of a threat or the
commencement of a proceeding. The Company has obtained insurance on behalf of
its officers and directors against losses arising from any claim asserted
against or incurred by such individuals in any such capacity, subject to certain
exclusions.

                  The Company understands that the staff of the Securities and
Exchange Commission is of the opinion that statutory, charter and contractual
provisions as are described above have no effect on claims arising under the
federal securities laws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.



        Exhibit                                                     
        Number                           Description


         4.1(1)   1986 Incentive Stock Option Plan, as amended, and forms of
                  stock option agreements thereunder

         4.2(1)   1991 Employee Stock Purchase Plan and form of subscription
                  agreement thereunder

         4.3      1996 Stock Plan, including 1996 Stock Option Plan for French
                  Employees, as amended

         5.1      Opinion of counsel as to legality of securities being
                  registered

         24.1     Consent of Independent Accountants

         24.2     Consent of Counsel (contained in Exhibit 5.1)

         25.1     Power of Attorney (see Page II-4 of Registration Statement)

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

(1)      Incorporated by reference to the Registrant's Report on Form S-8 and
         Form S-3 filed April 15, 1991.


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 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.

                  (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.


                                      II-2

<PAGE>   4



         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") 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 Securities and Exchange Commission 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 hereunder, 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-3

<PAGE>   5

                                         SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Atmel Corporation, a corporation organized and existing under the
laws of the State of California, certifies that it has reasonable cause 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 San Jose, State of
California, on the 8th day of November, 1996.

                                 ATMEL CORPORATION


                                 By:  /s/ Kris Chellam
                                     -------------------------------------------
                                     (Kris Chellam, Vice President, Finance and
                                     Administration and Chief Financial Officer)


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints George Perlegos, Kris Chellam and
J. Michael Ross, jointly and severally, his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
            SIGNATURE                                             TITLE                                            DATE
   --------------------------                     ---------------------------------------                      --------------     
<S>                                   <C>                                                                     <C>
/s/ George Perlegos                   President, Chief Executive Officer (Principal Executive                 November 8, 1996
---------------------------------     Officer) and Chairman of the Board of Directors
   (George Perlegos)                  

/s/ Kris Chellam                      Vice President, Finance and Administration and Chief                    November 8, 1996
---------------------------------     Financial Officer (Principal Financial and Accounting
   (Kris Chellam)                     Officer)
                       
/s/ Gust Perlegos                     Director                                                                November 8, 1996
---------------------------------
   (Gust Perlegos)

/s/ Tsung-Ching Wu                    Director                                                                November 8, 1996
---------------------------------
   (Tsung-Ching Wu)

/s/ Norm Hall                         Director                                                                November 8, 1996
---------------------------------
   (Norm Hall)

/s/ T. Peter Thomas                   Director                                                                November 8, 1996
---------------------------------
   (T. Peter Thomas)
</TABLE>

                                      II-4
<PAGE>   6



                                Index to Exhibits



 
        Exhibit                     
        Number                          Description
      ----------  --------------------------------------------------------------
         4.1(1)   1986 Incentive Stock Option Plan, as amended, and forms of
                  stock option agreements thereunder

         4.2(1)   1991 Employee Stock Purchase Plan and form of subscription
                  agreement thereunder

         4.3      1996 Stock Plan, including 1996 Stock Option Plan for French
                  Employees, as amended

         5.1      Opinion of counsel as to legality of securities being
                  registered

         24.1     Consent of Independent Accountants

         24.2     Consent of Counsel (contained in Exhibit 5.1)

         25.1     Power of Attorney (see Page II-4 of Registration Statement)

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

(1)      Incorporated by reference to the Registrant's Report on Form S-8 and
         Form S-3 filed April 15, 1991.


                                      II-5

<PAGE>   7




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    EXHIBITS

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

                       Registration Statement on Form S-8


                                ATMEL CORPORATION

                                November 8, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17170}]
{"company-data": {"conformed-name": "ATMEL CORP", "cik": "0000872448", "assigned-sic": "3674", "irs-number": "770051991", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15823", "film-number": "96657175"}, "business-address": {"street1": "2325 ORCHARD PKWY", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084410311"}, "mail-address": {"street1": "2325 ORCHARD PKWY", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1996.

                                                     REGISTRATION NO. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                ATMEL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              CALIFORNIA                                 77-0051991
      (STATE OF INCORPORATION)              (I.R.S. EMPLOYER IDENTIFICATION NO.)

                              2325 ORCHARD PARKWAY
                           SAN JOSE, CALIFORNIA 95131
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                 1996 STOCK PLAN

                            (FULL TITLE OF THE PLAN)

                                  KRIS CHELLAM
                           VICE PRESIDENT, FINANCE AND
                             CHIEF FINANCIAL OFFICER
                                ATMEL CORPORATION
                              2325 ORCHARD PARKWAY
                           SAN JOSE, CALIFORNIA 95131
                                 (408) 441-0311
     (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                    SERVICE)

                                   Copies to:

                             MARK A. BERTELSEN, ESQ.
                              DON S. WILLIAMS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (415) 493-9300
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            PROPOSED MAXIMUM      PROPOSED              AMOUNT OF
              TITLE OF SECURITIES                      AMOUNT TO BE          OFFERING PRICE   MAXIMUM AGGREGATE        REGISTRATION
                TO BE REGISTERED                        REGISTERED            PER SHARE(1)     OFFERING PRICE             FEE(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value
  - 1996 Stock Plan.............................            4,000,000            $25.5625         $102,250,000(3)        $30,984.85

    TOTAL.......................................            4,000,000                             $102,250,000           $30,984.85

====================================================================================================================================
---------------------------

(1)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the registration fee.

(2)      Amount of the Registration Fee was calculated pursuant to Section 6(b)
         of the Securities Act of 1933, as amended, which states that the fee
         shall be "one twenty-ninth of one percentum of the maximum aggregate
         price at which the securities are issued."

(3)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the filing fee on the basis of $25.5625 per share, which
         represents the average of the high and the low prices reported on the
         Nasdaq National Market on November 1, 1996.
2

                                ATMEL CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 filed pursuant to Section 13 of the 1934 Act;

                  (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated February 20, 1991
pursuant to Section 12(g) of the 1934 Act.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not Applicable

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Certain members of Wilson Sonsini Goodrich & Rosati, P.C.
beneficially own approximately 2,500 shares of the Company's Common Stock.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 317 of the California Corporations Code authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article IV of the Company's Restated Articles
of Incorporation and Article VI of the Company's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Company has entered into Indemnification Agreements with its officers and
directors which, among other things, (i) require the indemnification of such
individuals in circumstances where indemnification would otherwise be
permissive, (ii) require the Company to maintain in effect directors' and
officers' liability insurance covering such individuals, unless such insurance
is not available on reasonable terms, (iii) require the Company to advance
expenses incurred by such individuals in connection with the investigation,
defense, settlement or appeal of any proceeding, provided that such individuals
undertake to repay any amounts for which such individual is ultimately
determined not to be entitled to indemnification, (iv) establish the presumption
that the indemnified party has met the applicable standard of conduct required
for indemnification

                                      II-1
3

and (v) set forth certain notice procedures in the event of a threat or the
commencement of a proceeding. The Company has obtained insurance on behalf of
its officers and directors against losses arising from any claim asserted
against or incurred by such individuals in any such capacity, subject to certain
exclusions.

                  The Company understands that the staff of the Securities and
Exchange Commission is of the opinion that statutory, charter and contractual
provisions as are described above have no effect on claims arising under the
federal securities laws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

        Exhibit                                                     
        Number                           Description

         4.1(1)   1986 Incentive Stock Option Plan, as amended, and forms of
                  stock option agreements thereunder

         4.2(1)   1991 Employee Stock Purchase Plan and form of subscription
                  agreement thereunder

         4.3      1996 Stock Plan, including 1996 Stock Option Plan for French
                  Employees, as amended

         5.1      Opinion of counsel as to legality of securities being
                  registered

         24.1     Consent of Independent Accountants

         24.2     Consent of Counsel (contained in Exhibit 5.1)

         25.1     Power of Attorney (see Page II-4 of Registration Statement)

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

(1)      Incorporated by reference to the Registrant's Report on Form S-8 and
         Form S-3 filed April 15, 1991.

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 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.

                  (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.

                                      II-2
4

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") 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 Securities and Exchange Commission 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 hereunder, 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-3
5

                                         SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Atmel Corporation, a corporation organized and existing under the
laws of the State of California, certifies that it has reasonable cause 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 San Jose, State of
California, on the 8th day of November, 1996.

                                 ATMEL CORPORATION

                                 By:  /s/ Kris Chellam
                                     -------------------------------------------
                                     (Kris Chellam, Vice President, Finance and
                                     Administration and Chief Financial Officer)

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints George Perlegos, Kris Chellam and
J. Michael Ross, jointly and severally, his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE                                             TITLE                                            DATE
   --------------------------                     ---------------------------------------                      --------------
/s/ George Perlegos                   President, Chief Executive Officer (Principal Executive                 November 8, 1996
---------------------------------     Officer) and Chairman of the Board of Directors
   (George Perlegos)                  

/s/ Kris Chellam                      Vice President, Finance and Administration and Chief                    November 8, 1996
---------------------------------     Financial Officer (Principal Financial and Accounting
   (Kris Chellam)                     Officer)
                       
/s/ Gust Perlegos                     Director                                                                November 8, 1996
---------------------------------
   (Gust Perlegos)

/s/ Tsung-Ching Wu                    Director                                                                November 8, 1996
---------------------------------
   (Tsung-Ching Wu)

/s/ Norm Hall                         Director                                                                November 8, 1996
---------------------------------
   (Norm Hall)

/s/ T. Peter Thomas                   Director                                                                November 8, 1996
---------------------------------
   (T. Peter Thomas)
II-4
6

                                Index to Exhibits

 
        Exhibit                     
        Number                          Description
      ----------  --------------------------------------------------------------
         4.1(1)   1986 Incentive Stock Option Plan, as amended, and forms of
                  stock option agreements thereunder

         4.2(1)   1991 Employee Stock Purchase Plan and form of subscription
                  agreement thereunder

         4.3      1996 Stock Plan, including 1996 Stock Option Plan for French
                  Employees, as amended

         5.1      Opinion of counsel as to legality of securities being
                  registered

         24.1     Consent of Independent Accountants

         24.2     Consent of Counsel (contained in Exhibit 5.1)

         25.1     Power of Attorney (see Page II-4 of Registration Statement)

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

(1)      Incorporated by reference to the Registrant's Report on Form S-8 and
         Form S-3 filed April 15, 1991.

                                      II-5
7

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                                ATMEL CORPORATION

                                November 8, 1996