<PAGE>   1

    As filed with the Securities and Exchange Commission on December 22, 1999

                                                    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 Identification No.)
of incorporation or organization)

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

                                   ----------

               BROADCOM CORPORATION 1999 SPECIAL STOCK OPTION PLAN

                 BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN

                                   ----------

                            (Full title of the Plans)

                                   ----------

                          HENRY T. NICHOLAS III, Ph.D.
               PRESIDENT, CHIEF EXECUTIVE OFFICER AND CO-CHAIRMAN
                              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
1999 Special Stock Option Plan
  Class A Common Stock,
  $.0001 par value                   500,000 shares        $205.3125(2)     $102,656,250(2)         $ 27,101.25
------------------------------------------------------------------------------------------------------------------
Broadcom Corporation
1998 Stock Incentive Plan
  Class A Common Stock,
  $.0001 par value                 10,809,584 shares       $205.3125(2)     $2,219,342,715(2)       $585,906.48
------------------------------------------------------------------------------------------------------------------
Total                                                                                               $613,007.73
==================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A Common Stock which become issuable under the Broadcom
     Corporation 1999 Special Stock Option Plan and the Broadcom Corporation
     1998 Stock Incentive Plan 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)  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 December 15, 1999, as reported on the Nasdaq National Market.

<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, 1998, filed with the SEC on March 31, 1999;

         (b)      Broadcom's Quarterly Reports on Form 10-Q for the fiscal
                  quarter ended March 31, 1999, filed with the SEC on May 17,
                  1999, the fiscal quarter ended June 30, 1999, filed with the
                  SEC on August 16, 1999, and the fiscal quarter ended September
                  30, 1999, filed with the SEC on November 15, 1999;

         (c)      Broadcom's Current Reports on Form 8-K filed with the SEC on
                  January 27, 1999, April 28, 1999, June 1, 1999, June 23, 1999,
                  July 21, 1999, August 12, 1999, September 1, 1999, September
                  17, 1999, September 28, 1999 and November 24, 1999; and

         (d)      Broadcom's Registration Statement No. 000-23993 on Form 8-A
                  filed with SEC on April 6, 1998, and 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 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, officers and
employees. In addition, Broadcom may, at its discretion, provide indemnification
to persons whom Broadcom is not obligated to indemnify. 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 Stockholders. 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 1999 Special Stock Option Plan.

    99.2          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Notice of Grant of Stock Option.

    99.3          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Stock Option Agreement.

    99.4          1998 Stock Incentive Plan (as Amended and Restated through
                  September 24, 1999).

    99.5*         Form of Notice of Grant of Stock Option.

    99.6*         Form of Stock Option Agreement.

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

   *   Exhibits 99.5 and 99.6 are incorporated herein by reference 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.

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 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 1999 Special Stock Option Plan or Broadcom Corporation 1998
Stock Incentive Plan.


                                      II-3
<PAGE>   5

                  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 22nd day of December,
1999.

                                          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 of 1933, as amended, 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 of 1933, as amended, 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       December 22, 1999
-----------------------------    and Co-Chairman
Henry T. Nicholas III, Ph.D.     (Principal Executive Officer)


/s/ HENRY SAMUELI                Vice President of Research &             December 22, 1999
-----------------------------    Development, Chief Technical Officer
Henry Samueli, Ph.D.             and Co-Chairman


/s/ WILLIAM J. RUEHLE            Vice President and Chief Financial       December 22, 1999
-----------------------------    Officer (Principal Financial and
William J. Ruehle                Accounting Officer)
</TABLE>


                                      II-5
<PAGE>   7

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

/s/ ALAN E. ROSS                 Director                                 December 22, 1999
-----------------------------
Alan E. Ross


/s/ MYRON S. EICHEN              Director                                 December 22, 1999
-----------------------------
Myron S. Eichen


/s/ WERNER F. WOLFEN             Director                                 December 22, 1999
-----------------------------
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 Stockholders. 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 1999 Special Stock Option Plan.

    99.2          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Notice of Grant of Stock Option.

    99.3          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Stock Option Agreement.

    99.4          1998 Stock Incentive Plan (as Amended and Restated through
                  September 24, 1999).

    99.5*         Form of Notice of Grant of Stock Option.

    99.6*         Form of Stock Option Agreement.

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

   *   Exhibits 99.5 and 99.6 are incorporated herein by reference 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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22244}]
{"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": "333-93457", "film-number": "99779407"}, "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 December 22, 1999

                                                    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 Identification No.)
of incorporation or organization)

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

                                   ----------

               BROADCOM CORPORATION 1999 SPECIAL STOCK OPTION PLAN

                 BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN

                                   ----------

                            (Full title of the Plans)

                                   ----------

                          HENRY T. NICHOLAS III, Ph.D.
               PRESIDENT, CHIEF EXECUTIVE OFFICER AND CO-CHAIRMAN
                              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
1999 Special Stock Option Plan
  Class A Common Stock,
  $.0001 par value                   500,000 shares        $205.3125(2)     $102,656,250(2)         $ 27,101.25
------------------------------------------------------------------------------------------------------------------
Broadcom Corporation
1998 Stock Incentive Plan
  Class A Common Stock,
  $.0001 par value                 10,809,584 shares       $205.3125(2)     $2,219,342,715(2)       $585,906.48
------------------------------------------------------------------------------------------------------------------
Total                                                                                               $613,007.73
==================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A Common Stock which become issuable under the Broadcom
     Corporation 1999 Special Stock Option Plan and the Broadcom Corporation
     1998 Stock Incentive Plan 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)  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 December 15, 1999, as reported on the Nasdaq National Market.
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, 1998, filed with the SEC on March 31, 1999;

         (b)      Broadcom's Quarterly Reports on Form 10-Q for the fiscal
                  quarter ended March 31, 1999, filed with the SEC on May 17,
                  1999, the fiscal quarter ended June 30, 1999, filed with the
                  SEC on August 16, 1999, and the fiscal quarter ended September
                  30, 1999, filed with the SEC on November 15, 1999;

         (c)      Broadcom's Current Reports on Form 8-K filed with the SEC on
                  January 27, 1999, April 28, 1999, June 1, 1999, June 23, 1999,
                  July 21, 1999, August 12, 1999, September 1, 1999, September
                  17, 1999, September 28, 1999 and November 24, 1999; and

         (d)      Broadcom's Registration Statement No. 000-23993 on Form 8-A
                  filed with SEC on April 6, 1998, and 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 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, officers and
employees. In addition, Broadcom may, at its discretion, provide indemnification
to persons whom Broadcom is not obligated to indemnify. 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 Stockholders. 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 1999 Special Stock Option Plan.

    99.2          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Notice of Grant of Stock Option.

    99.3          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Stock Option Agreement.

    99.4          1998 Stock Incentive Plan (as Amended and Restated through
                  September 24, 1999).

    99.5*         Form of Notice of Grant of Stock Option.

    99.6*         Form of Stock Option Agreement.

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

   *   Exhibits 99.5 and 99.6 are incorporated herein by reference 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.

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 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 1999 Special Stock Option Plan or Broadcom Corporation 1998
Stock Incentive Plan.

                                      II-3
5

                  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 22nd day of December,
1999.

                                          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 of 1933, as amended, 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 of 1933, as amended, 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       December 22, 1999
-----------------------------    and Co-Chairman
Henry T. Nicholas III, Ph.D.     (Principal Executive Officer)

/s/ HENRY SAMUELI                Vice President of Research &             December 22, 1999
-----------------------------    Development, Chief Technical Officer
Henry Samueli, Ph.D.             and Co-Chairman

/s/ WILLIAM J. RUEHLE            Vice President and Chief Financial       December 22, 1999
-----------------------------    Officer (Principal Financial and
William J. Ruehle                Accounting Officer)
II-5
7
SIGNATURE                        TITLE                                           DATE
---------                        -----                                           ----
/s/ ALAN E. ROSS                 Director                                 December 22, 1999
-----------------------------
Alan E. Ross

/s/ MYRON S. EICHEN              Director                                 December 22, 1999
-----------------------------
Myron S. Eichen

/s/ WERNER F. WOLFEN             Director                                 December 22, 1999
-----------------------------
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 Stockholders. 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 1999 Special Stock Option Plan.

    99.2          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Notice of Grant of Stock Option.

    99.3          Broadcom Corporation 1999 Special Stock Option Plan - Form of
                  Stock Option Agreement.

    99.4          1998 Stock Incentive Plan (as Amended and Restated through
                  September 24, 1999).

    99.5*         Form of Notice of Grant of Stock Option.

    99.6*         Form of Stock Option Agreement.

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

   *   Exhibits 99.5 and 99.6 are incorporated herein by reference 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.