<PAGE>
    As filed with the Securities and Exchange Commission on January 18, 2002
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              TRANSMETA CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                                      77-0402448
        (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)

                               3940 FREEDOM CIRCLE
                          SANTA CLARA, CALIFORNIA 95054
          (Address of Principal Executive Offices, including Zip Code)


                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                MURRAY A. GOLDMAN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                              TRANSMETA CORPORATION
                               3940 FREEDOM CIRCLE
                              SANTA CLARA, CA 95054
                                 (408) 919-3000
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:

                               Mark A. Leahy, Esq.
                           Loytavian T. Harrell, Esq.
                               Fenwick & West LLP
                Two Palo Alto Square, Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES        AMOUNT       PROPOSED MAXIMUM
        TO BE               TO BE         OFFERING PRICE        PROPOSED MAXIMUM           AMOUNT OF
     REGISTERED           REGISTERED         PER SHARE       AGGREGATE OFFERING PRICE   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                 <C>                        <C>
Common Stock,           7,934,074 (1)            $ 2.32(2)      $ 18,407,051.68(2)       $ 1,693.45(3)
$0.00001 par value

</TABLE>

(1) Represents 6,611,728 shares reserved for issuance upon the exercise of stock
    options that may be granted under the 2000 Equity Incentive Plan and
    1,322,346 shares reserved for issuance upon the exercise of purchase rights
    that may be granted under the 2000 Employee Stock Purchase Plan.

(2) Estimated as of January 17, 2002 pursuant to Rule 457(c) of the Securities
    Act of 1933, as amended, solely for the purpose of calculating the
    registration fee.

(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
    amended.

<PAGE>

                                     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 incorporated herein by reference:


        (a) The Registrant's Form 10-K for the year ended December 31, 2000 (the
            "Form 10-K") filed on March 7, 2001 pursuant to Section 13(a) or
            15(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), that contains audited financial statements for the
            Registrant's latest fiscal year for which such statements have been
            filed.

        (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the Form
            10-K.

        (c) The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A filed on October 19,
            2000 under Section 12(g) of the Exchange Act, 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference and to be a
part hereof from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Fenwick & West LLP, Palo Alto, California, will pass on the validity of
the common stock offered in this offering. Members of the firm of Fenwick & West
LLP hold a total of 33,091 shares of the Registrant's stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.

        Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware General Corporation Law are sufficiently
broad to permit indemnification under certain circumstances for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act
of 1933, as amended (the "Securities Act").

        As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of a director for monetary damages resulting from breach of his
fiduciary duty as a director, except for liability:

        -   for any breach of the director's duty of loyalty to Registrant or
            its stockholders;

        -   for acts or omissions not in good faith or that involve intentional
            misconduct or a knowing violation of law;

        -   under Section 174 of the Delaware General Corporation Law regarding
            unlawful dividends and stock purchases; or

        -   for any transaction from which the director derived an improper
            personal benefit.


                                       1
<PAGE>

        As permitted by the Delaware General Corporation Law, the Registrant's
bylaws provide that:

        -   the Registrant is required to indemnify its directors and officers
            to the fullest extent permitted by the Delaware General Corporation
            Law, subject to limited exceptions where indemnification is not
            permitted by applicable law;

        -   the Registrant is required to advance expenses, as incurred, to its
            directors and officers in connection with a legal proceeding to the
            fullest extent permitted by the Delaware General Corporation Law,
            subject to certain very limited exceptions; and

        -   the rights conferred in the bylaws are not exclusive.


        In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of the Registrant's officers and directors for all expenses and
liabilities incurred in connection with any action or proceeding brought against
them by reason of the fact that they are or were agents of the Registrant.

        The Registrant has obtained directors' and officers' insurance to cover
its directors, officers and some of its employees for certain liabilities,
including public securities matters.

        See also the undertakings set out in response to Item 9.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT                                  EXHIBIT
NUMBER                                    TITLE
-------                                  --------
<S>       <C>
   4.01   Registrant's Second Amended and Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3.01 to the Registrant's Form
          10-K for the year ended December 31, 2000).

   4.02   Registrant's Restated Bylaws (incorporated by reference to Exhibit 3.06 to the
          Registrant's Form S-1 Registration Statement (File No. 333-44030) (the "IPO
          Registration Statement")).

   4.03   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the
          IPO Registration Statement).

   4.04   Fifth Restated Investors' Rights Agreement dated March 31, 2000,
          between Registrant, certain stockholders and a convertible note holder
          (incorporated by reference to Exhibit 4.02 to the IPO Registration
          Statement).

   4.05   Form of Piggyback Registration Rights Agreement (incorporated by
          reference to Exhibit 4.03 to the IPO Registration Statement).

   4.06   Registrant's 2000 Equity Incentive Plan.

   4.07   Registrant's 2000 Employee Stock Purchase Plan.

   4.08   Form of Stock Option Agreement under Registrant's 2000 Equity Incentive Plan
          (incorporated by reference to Exhibit 10.17 to the IPO Registration Statement).

   5.01   Opinion of Fenwick & West LLP

  23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).

  23.02   Consent of Ernst & Young LLP, independent auditors.

</TABLE>

                                       2
<PAGE>

<TABLE>
<S>       <C>
  24.01   Power of Attorney (see page 5).
</TABLE>


ITEM 9. UNDERTAKINGS.

        The 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:

            (a) to include any prospectus required by Section 10(a)(3) of the
                Securities Act;

            (b) to reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

            (c) to include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.

        (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.

        (4) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

        (5) 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 provisions discussed in Item 6 hereof, 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 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.


                                       3
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Transmeta Corporation, 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 Santa Clara, State of
California, on this 9th day of January, 2002.


                                     TRANSMETA CORPORATION


                                     By:/s/ Murray A. Goldman
                                        --------------------------------------
                                        Murray A. Goldman
                                        Chairman and Chief Executive Officer


                                POWER OF ATTORNEY


    KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Murray A. Goldman and Merle A. McClendon,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement on Form S-8, and to
file the same, with all exhibits thereto and all documents in connection
therewith, making such changes in this registration statement as such person or
persons so acting deems appropriate, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
his, her or their substitute or substitutes, may lawfully 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 date indicated.

<TABLE>
<CAPTION>
           SIGNATURE                         TITLE                                 DATE
           ---------                         -----                                 ----
<S>                                   <C>                                     <C>
 /s/ Murray A. Goldman                Chief Executive Officer                 January 9, 2002
-----------------------------         and Director
        Murray A. Goldman             [Principal Executive Officer]

 /s/ Merle A. McClendon               Chief Financial Officer and Secretary   January 9, 2002
-----------------------------         [Principal Financial Officer and
        Merle A. McClendon            Principal Accounting Officer]

 /s/ R. Hugh Barnes                          Director                         January 9, 2002
-----------------------------
        R. Hugh Barnes

 /s/ Larry R. Carter                         Director                         January 9, 2002
-----------------------------
        Larry R. Carter

 /s/ David R. Ditzel                         Director                         January 9, 2002
-----------------------------
        David R. Ditzel

                                             Director                         January __, 2002
-----------------------------
        William P. Tai

 /s/ T. Peter Thomas                         Director                         January 9, 2002
-----------------------------
        T. Peter Thomas

</TABLE>


                                       4
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                              EXHIBIT
NUMBER                                TITLE
------                                -----

<S>       <C>
   4.01   Registrant's Second Amended and Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3.01 to the Registrant's Form
          10-K for the year ended December 31, 2000).

   4.02   Registrant's Restated Bylaws (incorporated by reference to Exhibit 3.06 to the
          Registrant's Form S-1 Registration Statement (File No. 333-44030) (the "IPO
          Registration Statement")).

   4.03   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the
          IPO Registration Statement).

   4.04   Fifth Restated Investors' Rights Agreement dated March 31, 2000,
          between Registrant, certain stockholders and a convertible note holder
          (incorporated by reference to Exhibit 4.02 to the IPO Registration
          Statement).

   4.05   Form of Piggyback Registration Rights Agreement (incorporated by
          reference to Exhibit 4.03 to the IPO Registration Statement).

   4.06   Registrant's 2000 Equity Incentive Plan.

   4.07   Registrant's 2000 Employee Stock Purchase Plan.

   4.08   Form of Stock Option Agreement under Registrant's 2000 Equity Incentive Plan
          (incorporated by reference to Exhibit 10.17 to the IPO Registration Statement).

   5.01   Opinion of Fenwick & West LLP.

  23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).

  23.02   Consent of Ernst & Young LLP, independent auditors.

  24.01   Power of Attorney (see page 5).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f78268ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19681}]
{"company-data": {"conformed-name": "TRANSMETA CORP", "cik": "0001001193", "assigned-sic": "3674", "irs-number": "770402448", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77052", "film-number": "2512974"}, "business-address": {"street1": "3940 FREEDOM CIRCLE", "street2": "415-413-1880", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4089193000"}, "mail-address": {"street1": "3940 FREEDOM CIRCLE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
As filed with the Securities and Exchange Commission on January 18, 2002
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              TRANSMETA CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                                      77-0402448
        (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)

                               3940 FREEDOM CIRCLE
                          SANTA CLARA, CALIFORNIA 95054
          (Address of Principal Executive Offices, including Zip Code)

                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                MURRAY A. GOLDMAN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                              TRANSMETA CORPORATION
                               3940 FREEDOM CIRCLE
                              SANTA CLARA, CA 95054
                                 (408) 919-3000
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:

                               Mark A. Leahy, Esq.
                           Loytavian T. Harrell, Esq.
                               Fenwick & West LLP
                Two Palo Alto Square, Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES        AMOUNT       PROPOSED MAXIMUM
        TO BE               TO BE         OFFERING PRICE        PROPOSED MAXIMUM           AMOUNT OF
     REGISTERED           REGISTERED         PER SHARE       AGGREGATE OFFERING PRICE   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
Common Stock,           7,934,074 (1)            $ 2.32(2)      $ 18,407,051.68(2)       $ 1,693.45(3)
$0.00001 par value
(1) Represents 6,611,728 shares reserved for issuance upon the exercise of stock
    options that may be granted under the 2000 Equity Incentive Plan and
    1,322,346 shares reserved for issuance upon the exercise of purchase rights
    that may be granted under the 2000 Employee Stock Purchase Plan.

(2) Estimated as of January 17, 2002 pursuant to Rule 457(c) of the Securities
    Act of 1933, as amended, solely for the purpose of calculating the
    registration fee.

(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
    amended.
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 incorporated herein by reference:

        (a) The Registrant's Form 10-K for the year ended December 31, 2000 (the
            "Form 10-K") filed on March 7, 2001 pursuant to Section 13(a) or
            15(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), that contains audited financial statements for the
            Registrant's latest fiscal year for which such statements have been
            filed.

        (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the Form
            10-K.

        (c) The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A filed on October 19,
            2000 under Section 12(g) of the Exchange Act, 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference and to be a
part hereof from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Fenwick & West LLP, Palo Alto, California, will pass on the validity of
the common stock offered in this offering. Members of the firm of Fenwick & West
LLP hold a total of 33,091 shares of the Registrant's stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.

        Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware General Corporation Law are sufficiently
broad to permit indemnification under certain circumstances for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act
of 1933, as amended (the "Securities Act").

        As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of a director for monetary damages resulting from breach of his
fiduciary duty as a director, except for liability:

        -   for any breach of the director's duty of loyalty to Registrant or
            its stockholders;

        -   for acts or omissions not in good faith or that involve intentional
            misconduct or a knowing violation of law;

        -   under Section 174 of the Delaware General Corporation Law regarding
            unlawful dividends and stock purchases; or

        -   for any transaction from which the director derived an improper
            personal benefit.

                                       1
As permitted by the Delaware General Corporation Law, the Registrant's
bylaws provide that:

        -   the Registrant is required to indemnify its directors and officers
            to the fullest extent permitted by the Delaware General Corporation
            Law, subject to limited exceptions where indemnification is not
            permitted by applicable law;

        -   the Registrant is required to advance expenses, as incurred, to its
            directors and officers in connection with a legal proceeding to the
            fullest extent permitted by the Delaware General Corporation Law,
            subject to certain very limited exceptions; and

        -   the rights conferred in the bylaws are not exclusive.

        In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of the Registrant's officers and directors for all expenses and
liabilities incurred in connection with any action or proceeding brought against
them by reason of the fact that they are or were agents of the Registrant.

        The Registrant has obtained directors' and officers' insurance to cover
its directors, officers and some of its employees for certain liabilities,
including public securities matters.

        See also the undertakings set out in response to Item 9.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT                                  EXHIBIT
NUMBER                                    TITLE
-------                                  --------
4.01   Registrant's Second Amended and Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3.01 to the Registrant's Form
          10-K for the year ended December 31, 2000).

   4.02   Registrant's Restated Bylaws (incorporated by reference to Exhibit 3.06 to the
          Registrant's Form S-1 Registration Statement (File No. 333-44030) (the "IPO
          Registration Statement")).

   4.03   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the
          IPO Registration Statement).

   4.04   Fifth Restated Investors' Rights Agreement dated March 31, 2000,
          between Registrant, certain stockholders and a convertible note holder
          (incorporated by reference to Exhibit 4.02 to the IPO Registration
          Statement).

   4.05   Form of Piggyback Registration Rights Agreement (incorporated by
          reference to Exhibit 4.03 to the IPO Registration Statement).

   4.06   Registrant's 2000 Equity Incentive Plan.

   4.07   Registrant's 2000 Employee Stock Purchase Plan.

   4.08   Form of Stock Option Agreement under Registrant's 2000 Equity Incentive Plan
          (incorporated by reference to Exhibit 10.17 to the IPO Registration Statement).

   5.01   Opinion of Fenwick & West LLP

  23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).

  23.02   Consent of Ernst & Young LLP, independent auditors.
2
24.01   Power of Attorney (see page 5).
ITEM 9. UNDERTAKINGS.

        The 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:

            (a) to include any prospectus required by Section 10(a)(3) of the
                Securities Act;

            (b) to reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

            (c) to include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.

        (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.

        (4) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

        (5) 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 provisions discussed in Item 6 hereof, 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 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.

                                       3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Transmeta Corporation, 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 Santa Clara, State of
California, on this 9th day of January, 2002.

                                     TRANSMETA CORPORATION

                                     By:/s/ Murray A. Goldman
                                        --------------------------------------
                                        Murray A. Goldman
                                        Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

    KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Murray A. Goldman and Merle A. McClendon,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement on Form S-8, and to
file the same, with all exhibits thereto and all documents in connection
therewith, making such changes in this registration statement as such person or
persons so acting deems appropriate, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
his, her or their substitute or substitutes, may lawfully 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 date indicated.
SIGNATURE                         TITLE                                 DATE
           ---------                         -----                                 ----
/s/ Murray A. Goldman                Chief Executive Officer                 January 9, 2002
-----------------------------         and Director
        Murray A. Goldman             [Principal Executive Officer]

 /s/ Merle A. McClendon               Chief Financial Officer and Secretary   January 9, 2002
-----------------------------         [Principal Financial Officer and
        Merle A. McClendon            Principal Accounting Officer]

 /s/ R. Hugh Barnes                          Director                         January 9, 2002
-----------------------------
        R. Hugh Barnes

 /s/ Larry R. Carter                         Director                         January 9, 2002
-----------------------------
        Larry R. Carter

 /s/ David R. Ditzel                         Director                         January 9, 2002
-----------------------------
        David R. Ditzel

                                             Director                         January __, 2002
-----------------------------
        William P. Tai

 /s/ T. Peter Thomas                         Director                         January 9, 2002
-----------------------------
        T. Peter Thomas
4
EXHIBIT INDEX
EXHIBIT                              EXHIBIT
NUMBER                                TITLE
------                                -----
4.01   Registrant's Second Amended and Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3.01 to the Registrant's Form
          10-K for the year ended December 31, 2000).

   4.02   Registrant's Restated Bylaws (incorporated by reference to Exhibit 3.06 to the
          Registrant's Form S-1 Registration Statement (File No. 333-44030) (the "IPO
          Registration Statement")).

   4.03   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the
          IPO Registration Statement).

   4.04   Fifth Restated Investors' Rights Agreement dated March 31, 2000,
          between Registrant, certain stockholders and a convertible note holder
          (incorporated by reference to Exhibit 4.02 to the IPO Registration
          Statement).

   4.05   Form of Piggyback Registration Rights Agreement (incorporated by
          reference to Exhibit 4.03 to the IPO Registration Statement).

   4.06   Registrant's 2000 Equity Incentive Plan.

   4.07   Registrant's 2000 Employee Stock Purchase Plan.

   4.08   Form of Stock Option Agreement under Registrant's 2000 Equity Incentive Plan
          (incorporated by reference to Exhibit 10.17 to the IPO Registration Statement).

   5.01   Opinion of Fenwick & West LLP.

  23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).

  23.02   Consent of Ernst & Young LLP, independent auditors.

  24.01   Power of Attorney (see page 5).