<PAGE>   1
   As filed with the Securities and Exchange Commission on September 29, 1998
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8


                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                              ESS TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

       CALIFORNIA                                         94-2928582
(State of incorporation)                    (I.R.S. Employer Identification No.)

                             48401 FREMONT BOULEVARD
                            FREMONT, CALIFORNIA 94538
                    (Address of principal executive offices)

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

                           1997 EQUITY INCENTIVE PLAN;
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                  DALE LINDLY
                            VICE PRESIDENT, FINANCE,
                     CHIEF FINANCIAL OFFICER AND SECRETARY
                              ESS TECHNOLOGY, INC.
                             48401 FREMONT BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 492-1088
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                  Tae Hea Nahm
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

                               Page 1 of 9 Pages
                            Exhibit Index on Page 7
               (Calculation of Registration Fee on following page)
<PAGE>   2

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>              <C>                <C>
                                                                     Proposed      Proposed Maximum
                                                Maximum Amount        Maximum          Aggregate        Amount of
                                                     to be        Offering Price    Offering Price    Registration
    Title of Securities to be Registered         Registered(1)       Per Share                             Fee
---------------------------------------------- ------------------ ---------------- ------------------ --------------

   1997 EQUITY INCENTIVE PLAN
   Common Stock, no par value...............     2,000,000 Shares   $2.485(2)         $4,969,000       $1,465.86

   1995 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock, no par value...............       200,000 Shares   $2.112(3)         $  422,365       $  124.60

                                                 2,200,000 Shares                     $5,391,365       $1,590.45
   TOTAL
</TABLE>
-----------------------

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under any of the Plans being registered
     pursuant to this Registration Statement by reason of any stock dividend,
     stock split, recapitalization or any other similar transaction effected
     without the receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance with Rule 457(c) under the Securities Act solely
     for the purpose of calculating the registration fee. The computation with
     respect to unissued options is based upon the average high and low sale
     prices of the Common Stock as reported on the Nasdaq National Market on 
     September 25, 1998.

(3)  Computed in accordance with Rule 457(h) under the Securities Act solely for
     the purpose of calculating the registration fee. The computation is based
     on the average of the high and low sale prices of the Common Stock as
     reported on the Nasdaq National Market on September 25, 1998, multiplied by
     85%, which is the percentage of the trading purchase price applicable to
     purchases under the referenced plan.



                                       3
<PAGE>   3



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed on March 31, 1998 pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's document referred to in (a) above; and

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 5, 1995, including any amendment or
report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 such documents.

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 Registrant's Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

Item 8. EXHIBITS.

<TABLE>
<CAPTION>
        Exhibit
        Number
        -------
        <S>         <C>
         5.1        Opinion of Venture Law Group, a Professional Corporation.

</TABLE>

                                       4
<PAGE>   4

<TABLE>
        <S>         <C>
        23.1        Consent of Venture Law Group, a Professional Corporation
                    (included in Exhibit 5.1).
        23.2        Consent of Independent Accountants (see p. 9).
        24.1        Powers of Attorney (see p. 6).
</TABLE>
---------------

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 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 purposes 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.

     (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.

     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 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.

     Insofar as the indemnification for liabilities arising under 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 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 a
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 already been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.


                            [SIGNATURE PAGES FOLLOW]

                                       5

<PAGE>   5
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
ESS Technology, Inc., a corporation organized and existing under the laws of the
State of California, 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 Fremont, State of California, on this 29th day
of September, 1998.

                                     ESS TECHNOLOGY, INC.


                                     By: /s/ DALE LINDLY
                                         ---------------------------------------
                                         Dale Lindly
                                         Vice President, Finance,
                                         Chief Financial Officer and Secretary


                                     By: /s/ HOWARD HIDESHIMA
                                         ---------------------------------------
                                         Howard Hideshima
                                         Controller and Chief Accounting Officer

                                    6
<PAGE>   6



                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred S.L. Chan and Dale Lindly, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
               Signature                                    Title                               Date
<S>                                      <C>                                             <C>
/s/ Fred S.L. Chan                       Chief Executive Officer, President and          September 28, 1998
------------------------------------     Chairman of the Board of Directors
Fred S.L. Chan

/s/ Dale Lindly                          Vice President, Finance and Chief               September 28, 1998
------------------------------------     Financial Officer, and Secretary
Dale Lindly 

/s/ Howard Hideshima                     Controller and Chief                            September 28, 1998
------------------------------------     Accounting Officer
Howard Hideshima

/s Annie M.H. Chan                       Director                                        September 28, 1998
------------------------------------
Annie M.H. Chan

/s/ Ilbok Lee                            Director                                        September 28, 1998
------------------------------------
Ilbok Lee

                                         Director                                        
------------------------------------
Peter T. Mok


/s/ Dominic Ng                           Director                                        September 28, 1998
------------------------------------
Dominic Ng
</TABLE>

<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  Exhibit                                                                          Page
   Number                                                                           No.
  -------                                                                          ----
  <S>         <C>                                                                  <C>
     5.1      Opinion of Venture Law Group, a Professional Corporation              8            

    23.1      Consent of Venture Law Group, a Professional Corporation              
              (included in Exhibit 5.1).                                            8

    23.2      Consent of Independent Accountants.                                   9

    24.1      Powers of Attorney.                                                   6

</TABLE>

<PAGE>   8



                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred S.L. Chan and Dale Lindly, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
               Signature                                    Title                               Date
<S>                                      <C>                                             <C>
/s/ Fred S.L. Chan                       Chief Executive Officer, President and          September 28, 1998
------------------------------------     Chairman of the Board of Directors
Fred S.L. Chan

/s/ Dale Lindly                          Vice President, Finance and Chief               September 28, 1998
------------------------------------     Financial Officer, and Secretary
Dale Lindly 

/s/ Howard Hideshima                     Controller and Chief                            September 28, 1998
------------------------------------     Accounting Officer
Howard Hideshima

/s Annie M.H. Chan                       Director                                        September 28, 1998
------------------------------------
Annie M.H. Chan

/s/ Ilbok Lee                            Director                                        September 28, 1998
------------------------------------
Ilbok Lee

/s/ Peter T. Mok                         Director                                        September 28, 1998
------------------------------------
Peter T. Mok

/s/ Dominic Ng                           Director                                        September 28, 1998
------------------------------------
Dominic Ng
</TABLE>

<PAGE>   9



                                                                     EXHIBIT 5.1

                                                September 28, 1998

ESS Technology, Inc.
48401 Fremont Boulevard
Fremont, California  94538

     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on or about September 29, 1998 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 2,200,000 shares of
your Common Stock (the "Shares") reserved for issuance under the ESS Technology,
Inc. 1997 Equity Incentive Plan and the 1995 Employee Stock Purchase Plan. As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares.

     It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.

                                       Very truly yours,

                                       VENTURE LAW GROUP
                                       A Professional Corporation
                                      
                                       /s/ Tae Hea Nahm

                                       Tae Hea Nahm

<PAGE>   10

                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on 
Form S-8 of ESS Technology, Inc. of our report dated January 21, 1998, except 
as to Note 11 which was dated March 23, 1998, appearing on page 25 of its Form 
10-K with the Securities and Exchange Commission.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

San Jose, California
September 25, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20554}]
{"company-data": {"conformed-name": "ESS TECHNOLOGY INC", "cik": "0000907410", "assigned-sic": "3674", "irs-number": "942928582", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64667", "film-number": "98717714"}, "business-address": {"street1": "48401 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104921088"}, "mail-address": {"street1": "48401 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538"}}
1
   As filed with the Securities and Exchange Commission on September 29, 1998
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                              ESS TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

       CALIFORNIA                                         94-2928582
(State of incorporation)                    (I.R.S. Employer Identification No.)

                             48401 FREMONT BOULEVARD
                            FREMONT, CALIFORNIA 94538
                    (Address of principal executive offices)

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

                           1997 EQUITY INCENTIVE PLAN;
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                  DALE LINDLY
                            VICE PRESIDENT, FINANCE,
                     CHIEF FINANCIAL OFFICER AND SECRETARY
                              ESS TECHNOLOGY, INC.
                             48401 FREMONT BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 492-1088
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                  Tae Hea Nahm
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

                               Page 1 of 9 Pages
                            Exhibit Index on Page 7
               (Calculation of Registration Fee on following page)
2
------------------------------------------------------------------------------------------------------------------
                                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Proposed      Proposed Maximum
                                                Maximum Amount        Maximum          Aggregate        Amount of
                                                     to be        Offering Price    Offering Price    Registration
    Title of Securities to be Registered         Registered(1)       Per Share                             Fee
---------------------------------------------- ------------------ ---------------- ------------------ --------------

   1997 EQUITY INCENTIVE PLAN
   Common Stock, no par value...............     2,000,000 Shares   $2.485(2)         $4,969,000       $1,465.86

   1995 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock, no par value...............       200,000 Shares   $2.112(3)         $  422,365       $  124.60

                                                 2,200,000 Shares                     $5,391,365       $1,590.45
   TOTAL
-----------------------

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under any of the Plans being registered
     pursuant to this Registration Statement by reason of any stock dividend,
     stock split, recapitalization or any other similar transaction effected
     without the receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance with Rule 457(c) under the Securities Act solely
     for the purpose of calculating the registration fee. The computation with
     respect to unissued options is based upon the average high and low sale
     prices of the Common Stock as reported on the Nasdaq National Market on 
     September 25, 1998.

(3)  Computed in accordance with Rule 457(h) under the Securities Act solely for
     the purpose of calculating the registration fee. The computation is based
     on the average of the high and low sale prices of the Common Stock as
     reported on the Nasdaq National Market on September 25, 1998, multiplied by
     85%, which is the percentage of the trading purchase price applicable to
     purchases under the referenced plan.

                                       3
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed on March 31, 1998 pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's document referred to in (a) above; and

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 5, 1995, including any amendment or
report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 such documents.

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 Registrant's Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

Item 8. EXHIBITS.
Exhibit
        Number
        -------
5.1        Opinion of Venture Law Group, a Professional Corporation.
4
4
23.1        Consent of Venture Law Group, a Professional Corporation
                    (included in Exhibit 5.1).
        23.2        Consent of Independent Accountants (see p. 9).
        24.1        Powers of Attorney (see p. 6).
---------------

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 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 purposes 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.

     (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.

     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 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.

     Insofar as the indemnification for liabilities arising under 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 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 a
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 already been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.

                            [SIGNATURE PAGES FOLLOW]

                                       5
5
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
ESS Technology, Inc., a corporation organized and existing under the laws of the
State of California, 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 Fremont, State of California, on this 29th day
of September, 1998.

                                     ESS TECHNOLOGY, INC.

                                     By: /s/ DALE LINDLY
                                         ---------------------------------------
                                         Dale Lindly
                                         Vice President, Finance,
                                         Chief Financial Officer and Secretary

                                     By: /s/ HOWARD HIDESHIMA
                                         ---------------------------------------
                                         Howard Hideshima
                                         Controller and Chief Accounting Officer

                                    6
6

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred S.L. Chan and Dale Lindly, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
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 by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                               Date
/s/ Fred S.L. Chan                       Chief Executive Officer, President and          September 28, 1998
------------------------------------     Chairman of the Board of Directors
Fred S.L. Chan

/s/ Dale Lindly                          Vice President, Finance and Chief               September 28, 1998
------------------------------------     Financial Officer, and Secretary
Dale Lindly 

/s/ Howard Hideshima                     Controller and Chief                            September 28, 1998
------------------------------------     Accounting Officer
Howard Hideshima

/s Annie M.H. Chan                       Director                                        September 28, 1998
------------------------------------
Annie M.H. Chan

/s/ Ilbok Lee                            Director                                        September 28, 1998
------------------------------------
Ilbok Lee

                                         Director                                        
------------------------------------
Peter T. Mok

/s/ Dominic Ng                           Director                                        September 28, 1998
------------------------------------
Dominic Ng
7

                                INDEX TO EXHIBITS
Exhibit                                                                          Page
   Number                                                                           No.
  -------                                                                          ----
5.1      Opinion of Venture Law Group, a Professional Corporation              8            

    23.1      Consent of Venture Law Group, a Professional Corporation              
              (included in Exhibit 5.1).                                            8

    23.2      Consent of Independent Accountants.                                   9

    24.1      Powers of Attorney.                                                   6
8

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred S.L. Chan and Dale Lindly, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
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 by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                               Date
/s/ Fred S.L. Chan                       Chief Executive Officer, President and          September 28, 1998
------------------------------------     Chairman of the Board of Directors
Fred S.L. Chan

/s/ Dale Lindly                          Vice President, Finance and Chief               September 28, 1998
------------------------------------     Financial Officer, and Secretary
Dale Lindly 

/s/ Howard Hideshima                     Controller and Chief                            September 28, 1998
------------------------------------     Accounting Officer
Howard Hideshima

/s Annie M.H. Chan                       Director                                        September 28, 1998
------------------------------------
Annie M.H. Chan

/s/ Ilbok Lee                            Director                                        September 28, 1998
------------------------------------
Ilbok Lee

/s/ Peter T. Mok                         Director                                        September 28, 1998
------------------------------------
Peter T. Mok

/s/ Dominic Ng                           Director                                        September 28, 1998
------------------------------------
Dominic Ng
9

                                                                     EXHIBIT 5.1

                                                September 28, 1998

ESS Technology, Inc.
48401 Fremont Boulevard
Fremont, California  94538

     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on or about September 29, 1998 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 2,200,000 shares of
your Common Stock (the "Shares") reserved for issuance under the ESS Technology,
Inc. 1997 Equity Incentive Plan and the 1995 Employee Stock Purchase Plan. As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares.

     It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.

                                       Very truly yours,

                                       VENTURE LAW GROUP
                                       A Professional Corporation
                                      
                                       /s/ Tae Hea Nahm

                                       Tae Hea Nahm
10

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on 
Form S-8 of ESS Technology, Inc. of our report dated January 21, 1998, except 
as to Note 11 which was dated March 23, 1998, appearing on page 25 of its Form 
10-K with the Securities and Exchange Commission.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

San Jose, California
September 25, 1998