<PAGE>   1

     As filed with the Securities and Exchange Commission on August 6, 1998

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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


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


                            16251 LAGUNA CANYON ROAD
                            IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)


                              BROADCOM CORPORATION
                            1998 STOCK INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                          HENRY T. NICHOLAS, III, PH.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              BROADCOM CORPORATION
                            16251 LAGUNA CANYON ROAD
                            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>
=====================================================================================================================
                                                                    Proposed           Proposed
               Title of                                              Maximum            Maximum
              Securities                          Amount            Offering           Aggregate          Amount of
                 to be                             to be              Price            Offering         Registration
              Registered                        Registered(1)       per Share            Price               Fee
=====================================================================================================================
<S>                                            <C>                  <C>            <C>                   <C>
1998 STOCK INCENTIVE PLAN:                                               
    Class A Common Stock, $0.0001 par value    15,948,439 shares    $58.6875(2)    $935,974,013.81(2)    $276,112.33
    Class B Common Stock, $0.0001 par value     7,948,228 shares       $5.21(3)     $41,410,267.88(3)     $12,216.03
---------------------------------------------------------------------------------------------------------------------
1998 EMPLOYEE STOCK PURCHASE PLAN:
    Class A Common Stock, $0.0001 par value       750,000 shares    $58.6875(2)     $44,015,625.00(2)     $12,984.61
---------------------------------------------------------------------------------------------------------------------
REGISTERING SHAREHOLDER:
    Class A Common Stock, $0.0001 par value       225,000 shares(4) $58.6875(2)     $13,204,687.50(2)      $3,895.38
---------------------------------------------------------------------------------------------------------------------
TOTAL                                                                            $1,034,604,594.19       $305,208.35
=====================================================================================================================
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Broadcom Corporation 1998
        Stock Incentive Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in
        the number of the outstanding shares of the Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended (the "Securities Act"), on the basis
        of the average of the high and low selling prices per share of the
        Registrant's Class A Common Stock on August 5, 1998, as reported on the
        Nasdaq National Market.

(3)     Calculated on the basis of the weighted average exercise price of the
        outstanding options to purchase shares of Class B Common Stock under the
        Registrant's 1998 Stock Incentive Plan. The Class B Common Stock is not
        listed on the Nasdaq National Market.

(4)     Such shares are being registered for the convenience of the Shareholder.
        All of such shares are currently subject to an underwriters' lock-up
        agreement that expires on or about October 13, 1998. In addition, as of
        August 3, 1998, 187,812 of such shares were subject to repurchase by the
        Company, at the Company's option and at a price equal to the original
        purchase price paid by Shareholder, in the event the Shareholder ceases
        to remain in Service with the Company as provided under the terms
        of a Stock Purchase Agreement between Shareholder and the Company dated
        as of December 29, 1997. The number of shares subject to repurchase will
        decline hereafter on a ratable basis in accordance with a monthly 
        vesting schedule tied to shareholder's continued Service with the 
        Company. Unvested shares are subject to transfer restrictions under the
        Stock Purchase Agreement.

<PAGE>   2

                                 225,000 SHARES

                              BROADCOM CORPORATION
                              Class A Common Stock
                               ($0.0001 PAR VALUE)

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

         This Prospectus relates to the offer and sale of up to 225,000 shares
of the Class A Common Stock(1), par value $0.0001 per share (the "Shares"), of
Broadcom Corporation, a California corporation (the "Company"), by one of the
Company's shareholders (the "Shareholder"). The Shareholder is an executive
officer of the Company who serves as Vice President of Worldwide Sales, and the
Shares were acquired by him under the Company's 1994 Amended and Restated Stock
Option Plan (the "1994 Plan"). The Shares were issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), provided by Section 4(2) of the Securities Act.

         The Shares may be offered by the Shareholder from time to time in
broker-dealer transactions effected through the Nasdaq National Market at market
prices prevailing at the time of the sale. For further information concerning
such sales, see the section below entitled "Plan of Distribution." The Company
will not receive any of the proceeds from the sale of the Shares offered hereby.

         The Shares offered by the Shareholder involve a high degree of risk.
Investors should carefully consider the information set forth under the heading
"Risk Factors" and other cautionary language set forth in this Prospectus.

         The Company's Class A Common Stock is quoted on the Nasdaq National
Market under the symbol BRCM. On August 5, 1998 the average of the high and low
selling prices of the Class A Common Stock was $58.6875 per share.

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

         SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF FACTORS
THAT SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE CLASS A
COMMON STOCK OFFERED HEREBY.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                  THE DATE OF THIS PROSPECTUS IS AUGUST 6, 1998

------------------
(1) The shares are currently shares of the Company's Class B Common Stock, par
    value $.0001 per share. However, each such share of Class B Common Stock is
    convertible, at the option of the holder, into one share of Class A Common
    Stock and will convert automatically into one share of Class A Common Stock
    upon the sale of the Class B Common Stock pursuant to this Prospectus. The
    two classes of Common Stock are substantially identical, except that the 
    holders of the Class A Common Stock are entitled to one vote per share and
    the holders of the Class B Common Stock are entitled to ten votes per share
    on matters submitted to a shareholder vote.


<PAGE>   3

                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Commission
maintains an Internet web site at http://www.sec.gov that contains the Company's
reports, proxy materials and other information filed with the Commission. The
Class A Common Stock of the Company is quoted on the Nasdaq National Market, and
such material may also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.

         The Company has filed with the Commission a registration statement on
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the Class A
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information regarding the Company and the Class A Common Stock offered
hereby, reference is hereby made to the Registration Statement and to the
exhibits and schedules filed therewith. The Registration Statement, including
the exhibits and schedules thereto, may be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of all or any part thereof may be obtained
from such office upon payment of the prescribed fees. The Commission's web site
at http://www.sec.gov also contains the Registration Statement, including the
exhibits and schedules thereto.

         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY SHAREHOLDER OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED
BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY
BE MADE.


                                   THE COMPANY

         The Company is a leading developer of highly integrated silicon
solutions that enable broadband digital data transmission to the home and within
the business enterprise. The Company is organized and existing under the laws of
the State of California and its principal executive offices are located at 16251
Laguna Canyon Road, Irvine, California 92618. The Company's telephone number is
(949) 450-8700.


                                        2

<PAGE>   4

                                  RISK FACTORS

         In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Class
A Common Stock offered hereby. This Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially and adversely from the results discussed in the
forward-looking statements. The factors that may affect the Company's business,
financial condition and results of operations include, but are not limited to,
the following:

         Fluctuations in Results of Operations. The Company's quarterly results
of operations have fluctuated significantly in the past and may continue to
fluctuate in the future based on a number of factors, many of which are not in
the Company's control, including, but not limited to, the volume of product
sales and pricing concessions on volume sales; the timing, rescheduling and
cancellation of significant customer orders; the gain or loss of a significant
customer; the timing of customer qualification and industry interoperability
certification of new products; the rate of adoption by customers and end users
of new and emerging technologies in the high-speed data networking, cable
set-top box, cable modem, direct broadcast satellite, terrestrial wireless and
digital subscriber line (xDSL) markets; the rate of adoption and acceptance of
new industry standards in the foregoing markets; the qualification, availability
and pricing of competing products and technologies from other vendors; delays in
the specification or design of new products; fluctuations in manufacturing
yields and other problems or delays in the fabrication, assembly, testing or
delivery of products; uncertainties associated with international operations;
the Company's ability to retain and hire key executives, technical personnel and
other employees in the numbers and with the capabilities needed to implement its
business and product plans; problems or delays in migrating product designs to
smaller geometry processes; changes in product and customer mix; intellectual
property disputes; the Company's ability to develop, introduce and market new
products and technologies on a timely basis; the amount and timing of
recognition of development revenue; general business conditions in the
semiconductor industry and the broadband communications markets; availability of
foundry capacity and raw materials; the quality of the Company's products; the
timing of investments in, and the results of, research and development; the
Company's ability to expand and implement its sales and marketing programs; the
level of orders received that can be shipped in a quarter; the effects on
operations and management of facility relocations; currency fluctuations; and
general economic conditions. The Company intends to continue to increase its
operating expenses significantly in 1998. Because a large portion of the
Company's operating expense, including rent, salaries and capital lease
expenses, is fixed and difficult to reduce or modify, if total revenue does not
meet the Company's expectations, the effect of any revenue shortfall will be
magnified by the fixed nature of these operating expenses. Based on the
foregoing or other factors, it is possible that in some future periods the
Company's reported or anticipated operating results will fail to meet or exceed
the expectations of analysts or investors. In such event, the price of the
Company's Class A Common Stock would likely be materially and adversely
affected.

         Customer Concentration. A relatively small number of customers have
accounted for a significant portion of the Company's total revenue to date, and
the Company expects that this trend will continue for the foreseeable future. In
particular, sales to three of the Company's key customers (including sales to
their respective manufacturing subcontractors) accounted for approximately
41.6%, 23.4% and 10.2% of the Company's total revenue in the three months ended
June 30, 1998. Sales to two of these customers accounted for approximately 31.8%
and 36.8% of total revenue in the six months ended June 30, 1998 and 31.9% and
14.6% of total revenue in fiscal year 1997. Moreover, sales to the Company's
five largest customers (including sales to their respective manufacturing
subcontractors) represented approximately 81.1% and 81.7% in the three and six
months ended June 30, 1998, respectively, and accounted for approximately 61.7%
of the Company's total revenue in fiscal year 1997. Accordingly, the Company's
future results of operations will continue to be substantially dependent on the
success of its largest customers and on the Company's success in selling its
existing and future products to those customers in significant quantities. Any
reduction or delay in sales of the Company's products to one or more of these
key customers could have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance that
the Company will retain its largest customers or that it will be able to obtain
additional key customers. The loss of one or more of the Company's largest
customers or the inability of the Company to successfully develop relationships
with additional key customers could have a material adverse effect on the
Company's business, financial condition and results of operations.

         Most of the Company's customers can cease incorporating the Company's
products in their own products with limited notice to the Company and with
little or no penalty. The Company's agreements with its customers typically do
not require minimum purchases. In addition, certain of the Company's customers
offer or may offer products (designed by themselves or third parties) that
compete with those offered by the Company. Many of the


                                       3


<PAGE>   5

Company's customers have pre-existing relationships with current or potential
competitors of the Company, which may affect such customers' purchasing
decisions. In addition, the Company's longstanding relationship with certain of
its larger customers may affect the purchasing decisions of other potential
customers who compete with these customers. The Company's customers face intense
competition from other manufacturers that do not use the Company's products.
Further, some of the Company's customers have "most favored nation" pricing
arrangements which could materially and adversely affect the Company's average
selling prices and gross margins in the event of product pricing decisions that
trigger such arrangements.

         Rapid Technological Change; Dependence on Emerging Markets and Evolving
Standards. The semiconductor industry and the broadband communications markets
are characterized by rapidly changing technology, frequent new product
introductions and evolving industry standards. Substantially all of the
Company's current product revenue is derived from sales of products for the
high-speed networking, cable set-top box and cable modem markets. These markets
are characterized by intense competition, rapid technological change and short
product life cycles. In particular, the high-speed networking, cable set-top box
and cable modem markets continue to undergo a period of rapid growth and
consolidation. The Company's business, financial condition and results of
operations would be materially and adversely affected in the event of a
significant slowdown in these or other broadband communications markets. The
Company's success will depend on the ability of its customers to develop new
products and enhance existing products for the broadband communications markets
and to successfully introduce and promote such products. There can be no
assurance that the broadband communications markets will develop to the extent
or in the timeframes anticipated by the Company. The failure of new markets to
develop as anticipated or the failure of the Company's products in these markets
to gain widespread acceptance could have a material adverse effect on the
Company's business, financial condition and results of operations. Products for
broadband communications applications are generally based on industry standards,
which are continually evolving. The emergence of new industry standards could
render products of the Company or its customers unmarketable or obsolete and may
require the Company to incur substantial unanticipated costs to comply with any
such new standards. Moreover, the Company's past sales and profitability have
resulted, to a significant extent, from its ability to anticipate changes in
technology and industry standards and to develop and introduce new and enhanced
products. The Company's continued ability to adapt to such changes and to
anticipate future standards, and the rate of adoption and acceptance of those
standards, will be a significant factor in maintaining or improving the
Company's competitive position and its prospects for growth. The Company has in
the past invested substantial resources in emerging technologies, such as
100Base-T4 for high-speed networking, for which the market did not ultimately
meet the Company's expectations. There can be no assurance that the Company will
be able to anticipate the evolving standards in the semiconductor industry and,
in particular, the broadband communications markets, or that the Company will be
able to successfully develop and introduce new products into such markets. The
failure of the Company to anticipate technological change and introduce new
products that achieve market acceptance could materially and adversely affect
the Company's business, financial condition and results of operations.

         Dependence on Development of New Products. The Company's future success
will depend upon its ability to develop new silicon solutions for existing and
new markets, introduce such products in a timely and cost-effective manner and
have such products selected for design into new products of leading equipment
manufacturers ("design wins"). The development of these new devices is highly
complex, and from time to time the Company has experienced delays in completing
the development and introduction of new products. Successful product development
and introduction depends on a number of factors, including, among other things,
accurate prediction of market requirements and evolving standards, accurate new
product definition, timely completion and introduction of new product designs,
timely qualification and industry interoperability certification of the
Company's products and the products into which the Company's products will be
incorporated, availability of foundry capacity, achievement of high
manufacturing yields, and market acceptance of the Company's and its customers'
products. Furthermore, there can be no assurance that the Company will be able
to introduce new products in a timely and cost-effective manner or in sufficient
quantities to meet customer demand or that such products will satisfy customer
requirements or achieve market acceptance. The Company's quarterly results have
in the past been and are expected in the future to continue to be dependent upon
the introduction of a relatively small number of new products and the timely
completion and delivery of those products to customers. The Company's or its
customers' failure to develop and introduce new products successfully and in a
timely manner would materially and adversely affect the Company's business,
financial condition and results of operations. The Company's new products are
generally incorporated into customers' products or systems at the design stage.
Achieving a design win often requires significant expenditures by the Company
without any assurance of success. Moreover, design wins frequently precede the
generation of volume sales, if any, by six to nine months or more. The value of
any design win largely depends upon


                                       4


<PAGE>   6

the commercial success of the customer's product and on the extent to which the
design of the customer's electronic system accommodates components manufactured
by the Company's competitors. There can be no assurance that the Company will
continue to achieve design wins or that the products for which the Company
achieves design wins will be commercially successful.

         Dependence on Key Personnel. The Company's success depends to a
significant extent upon the continued service of its executive officers and
other key management and technical personnel and on its ability to continue to
attract, retain and motivate qualified personnel, particularly experienced
mixed-signal circuit designers and systems applications engineers. The
competition for such employees is intense, and the Company may not be able to
attract as many qualified new personnel as it was able to employ prior to its
initial public offering. The loss of the services of one or more of the
Company's key employees or the Company's failure to attract, retain and motivate
qualified personnel could have a material adverse effect on the Company's
business, financial condition and results of operations. In particular, the loss
of the services of Dr. Henry T. Nicholas, III, the co-founder, President and
Chief Executive Officer, or Dr. Henry Samueli, the co-founder, Vice President of
Research & Development and Chief Technical Officer, could materially and
adversely affect the Company. The Company does not have employment contracts
with its employees.

         Competition. The broadband communications markets and semiconductor
industries are intensely competitive and are characterized by rapid
technological change, evolving standards, short product life cycles and price
erosion. The Company competes with a number of major domestic and international
suppliers of equipment in the markets for cable set-top boxes, cable modems,
high-speed networking, DBS and terrestrial digital broadcast, and xDSL. This
competition has resulted and may continue to result in declining average selling
prices for the Company's products. The Company currently competes in the cable
television set-top box market with Rockwell, Philips, LSI Logic and VLSI
Technology for communication devices and with ST Microelectronics, LSI Logic and
C-Cube in the MPEG segment. The Company expects other major semiconductor
manufacturers to enter the market as the digital broadcast television and other
digital cable television markets become more established. A number of companies,
including Rockwell, Libit Signal Processing Ltd. and STI, have announced that
they are developing and plan to introduce MCNS/DOCSIS compliant products in
1998, which could result in significant competition in the cable modem market.
In the high-speed networking market, the Company principally competes with
established suppliers including Lucent Technologies and Level One
Communications. The Company's principal competitors in the DBS market include
LSI Logic, Philips, Rockwell, ST Microelectronics and VLSI Technology, and the
Company's principal competitors in the xDSL market include Analog Devices,
Alcatel, Motorola and Globespan. The Company also may face competition from
suppliers of products based on new or emerging technologies. Many of the
Company's competitors operate their own fabrication facilities and have longer
operating histories and presence in key markets, greater name recognition,
access to larger customer bases and significantly greater financial, sales and
marketing, manufacturing, distribution, technical and other resources than the
Company. As a result, such competitors may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements or devote greater
resources to the promotion and sale of their products than the Company. Current
and potential competitors have established or may establish financial or
strategic relationships among themselves or with existing or potential
customers, resellers or other third parties. Accordingly, it is possible that
new competitors or alliances among competitors could emerge and rapidly acquire
significant market share. In addition, existing or new competitors may in the
future develop technologies that more effectively address the transmission of
digital information through existing analog infrastructures at a lower cost.
There can be no assurance that the Company will be able to compete successfully
against current or potential competitors, or that competition will not have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Management of Growth. The Company has experienced a period of rapid
growth, expanding from 164 employees in June 1997 to 378 employees (including
temporary and contract employees) in June 1998. This expansion has placed, and
continues to place, significant strain on the Company's resources. To
accommodate this growth, the Company will be required to implement a variety of
new and upgraded operational and financial systems, procedures and controls,
including the improvement of its accounting and other internal management
systems, all of which may require substantial management effort. There can be no
assurance that such efforts can be accomplished successfully. The Company's
rapid growth and expansion, as well as its product development and selling,
general and administrative activities, have necessitated the increase in the
number of employees as well as increased responsibilities for the Company's
management. To support its growth, the Company is in final negotiations to lease
and improve new facilities that will allow all of its Irvine employees and
operations to be centralized on one campus. This relocation of the Company's
headquarters and Irvine operations could result in a


                                       5

<PAGE>   7

temporary disruption of the Company's operations or a temporary diversion of
management attention and resources. From time to time the Company engages in
other relocations of employees or operations. If the Company sustains its growth
in the future, it will need to continue to implement and improve its
operational, financial and management information systems and to hire, train,
motivate and manage its expanding employee base. There can be no assurance that
the Company's systems, procedures and controls will be adequate to support the
Company's operations. Any difficulties resulting from relocation of employees or
operations or any failure to improve the Company's operational, financial and
management information systems, or to hire, train, motivate or manage its
employees could have a material adverse effect on the Company's business,
financial condition and results of operations.

         Dependence on Independent Foundries. The Company does not own or
operate a fabrication facility, and substantially all of its semiconductor
device requirements are currently supplied by two outside foundries, Taiwan
Semiconductor Manufacturing Corporation ("TSMC") in Taiwan and Chartered
Semiconductor Manufacturing ("Chartered") in Singapore. There are significant
risks associated with the Company's reliance on outside foundries, including the
lack of ensured wafer supply, limited control over delivery schedules, quality
assurance and control, manufacturing yields and production costs, and the
unavailability of or delays in obtaining access to key process technologies. In
addition, the manufacture of ICs is a highly complex and technologically
demanding process. Although the Company works closely with its foundries to
minimize the likelihood of reduced manufacturing yields, the Company's foundries
have from time to time experienced lower than anticipated manufacturing yields,
particularly in connection with the introduction of new products and the
installation and start-up of new process technologies.

         The Company provides its foundries with rolling forecasts of its
production requirements; however, the ability of each foundry to provide
semiconductor devices to the Company is limited by the foundry's available
capacity. Although the Company has entered into contractual commitments to
supply specified levels of products to certain of its customers, the Company
does not have a long-term volume purchase agreement or a guaranteed level of
production capacity with TSMC or Chartered because the Company believes excess
foundry capacity is currently available. The Company places its orders on a
purchase order basis, and these foundries may allocate capacity to the
production of other companies' products while reducing deliveries to the Company
on short notice. In particular, foundry customers that are larger and better
financed than the Company or that have long-term agreements with the Company's
foundries may cause such foundries to reallocate capacity in a manner adverse to
the Company. In addition, if the Company chooses to use a new foundry, several
months are typically required to complete the qualification process before the
Company can begin shipping the new foundry's products. Although the Company
primarily utilizes two independent foundries, most of the Company's components
are not manufactured at both foundries at any given time. Any inability of one
of the foundries to provide the necessary components could result in significant
delays and could have a material adverse effect on the Company's business,
financial condition and results of operations. In the event either foundry
experiences financial difficulties (whether as a result of the Asian economic
crisis or otherwise) or suffers any damage or destruction to its respective
facilities, or in the event of any other disruption of foundry capacity, the
Company may not be able to qualify alternative manufacturing sources for
existing or new products in a timely manner. Even the Company's current outside
foundries would need to have certain manufacturing processes qualified in the
event of disruption at another foundry, which the Company may not be able to
accomplish in a timely enough manner to prevent an interruption in supply of the
affected products. There can be no assurance that any such sources would be able
to produce ICs with acceptable manufacturing yields. Furthermore, there can be
no assurance that the Company's foundries will continue to deliver sufficient
quantities of semiconductor devices on a timely basis, will not experience lower
than expected manufacturing yields in the future, or will continue to have
excess capacity, any of which events could materially and adversely affect the
Company's business, financial condition and results of operations.

         Dependence on Third-Party Subcontractors for Assembly and Test.
Substantially all of the Company's products are assembled and tested by one of
two third-party subcontractors, ASAT Ltd. ("ASAT") in Hong Kong and ST Assembly
Test Services ("STATS") in Singapore. The Company does not have long-term
agreements with either of these suppliers and typically procures services from
such suppliers on a per order basis. The availability of assembly and testing
services from these subcontractors could be aversely affected in the event
either subcontractor experiences financial difficulties (whether as a result of
the Asian economic crisis or otherwise) or suffers any damage or destruction to
its respective facilities, or in the event of any other disruption of assembly
and testing capacity. As a result of this reliance on third-party subcontractors
for assembly and testing of its products, the Company cannot directly control
product delivery schedules, which has in the past, and could in the future
result in


                                       6

<PAGE>   8

product shortages or quality assurance problems that could increase the costs of
manufacture, assembly or testing of the Company's products. Due to the amount of
time normally required to qualify assemblers and testers, if the Company is
required to find alternative manufacturing assemblers or testers of its
components, shipments could be delayed. Any problems associated with the
delivery, quality or cost of the Company's products could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         Risks Associated with Potential Acquisitions. As part of its business
strategy, the Company expects to review acquisition prospects that would
complement its existing product offerings, augment its market coverage or
enhance its technological capabilities. Although the Company has no current
agreements or negotiations underway with respect to any material acquisitions,
the Company may make acquisitions of businesses, products or technologies in the
future. However, there can be no assurance that the Company will be able to
locate suitable acquisition opportunities or to consummate any such acquisitions
on terms and conditions acceptable to the Company. Future acquisitions by the
Company could result in potentially dilutive issuances of equity securities,
large one-time write-offs, the incurrence of debt and contingent liabilities or
amortization expenses related to goodwill and other intangible assets, any of
which could materially adversely affect the Company's results of operations or
the price of the Company's Class A Common Stock. Furthermore, acquisitions
entail numerous risks, including difficulties in the assimilation and
integration of operations, personnel, technologies, products and the information
systems of the acquired companies, diversion of management's attention from
other business concerns, risks of entering geographic or business markets in
which the Company has no or limited prior experience and the potential loss of
key employees. Since the Company has not made any material acquisitions in the
past, no assurance can be given as to the ability of the Company to successfully
integrate any businesses, products, technologies or personnel that might be
acquired in the future, and the failure of the Company to do so could have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Risks Associated with Expansion of International Business Activities.
The Company currently procures substantially all of its manufacturing, assembly
and test services from suppliers located outside the United States and may
expand its manufacturing activities abroad. Approximately 15.1% and 13.1% of the
Company's total revenue in the three and six months ended June 30, 1998,
respectively, was derived from sales to independent customers based outside the
United States. In calendar year 1997, approximately 15.4% of the Company's total
revenue was derived from sales to independent customers based outside of the
United States. In addition, the Company often ships products to its domestic
customers' international manufacturing divisions and subcontractors.
Accordingly, the Company is subject to risks inherent in international
operations, which include, but are not limited to, political, social and
economic instability, trade restrictions, the imposition of governmental
controls, exposure to different legal standards (particularly with respect to
intellectual property), burdens of complying with a variety of foreign laws,
import and export license requirements, future import and export restrictions,
unexpected changes in regulatory requirements, foreign technical standards,
changes in tariffs, difficulties in staffing and managing operations,
difficulties in collecting receivables and potentially adverse tax consequences.
In particular, certain Asian countries have recently experienced significant
economic difficulties, including currency devaluation and instability, business
failures and a generally depressed business climate, particularly in the
semiconductor industry. In view of the Company's reliance on Asian foundries and
assemblers, and the Company's expanded international operations, the Asian
economic crisis may have a material adverse effect on the Company's business,
financial condition and results of operations.

         In addition, certain of the Company's products contain encryption or
other features that are subject to various government export regulations,
pursuant to which the Company has applied for export licenses. If such licenses
are not granted, the Company may be unable to manufacture such products at its
foreign foundries or to ship such products to certain customers located outside
the United States. There can be no assurance that the Company will obtain such
licenses or any licenses applied for in the future or that the failure to obtain
such licenses will not have a material adverse effect on the Company's business,
financial condition and results of operations. Moreover, demand for the
Company's products could be adversely affected by seasonality of international
sales and economic conditions in the Company's primary overseas markets. All of
the Company's international sales to date have been denominated in U.S. dollars.
As a result, an increase in the value of the U.S. dollar relative to foreign
currencies could make the Company's products less competitive in international
markets. There can be no assurance that the risks associated with the Company's
international operations will not materially adversely affect the Company's
business, financial condition and results of operations in the future or require
the Company to modify significantly its current business practices.


                                       7


<PAGE>   9

         Reliance on Strategic Relationships. The Company has relied on in the
past, and intends to continue to form in the future, strategic relationships
with certain of its customers who are technology leaders in the Company's target
markets. These relationships often involve the proposed development by the
Company of new products involving significant technological challenges. Since
the proposed product under development may offer potential competitive
advantages to the strategic partner, considerable pressure is frequently placed
on the limited resources of the Company to meet development schedules. While an
essential element of the Company's strategy involves establishing such
relationships, these projects utilize substantial amounts of the Company's
limited resources, and could materially detract from or delay the completion of
other important development projects. Delays in development could impair the
relationship between the Company and its strategic partners. Moreover, there can
be no assurance that customers of the Company will not develop their own
solutions for products currently supplied by the Company, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Transition to Smaller Geometry Process Technologies. The Company
continuously evaluates the benefits, on a product-by-product basis, of migrating
to smaller geometry process technologies in order to reduce costs and has
commenced migration of certain products to smaller geometry processes. The
Company believes that the transition of its products to increasingly smaller
geometries will be important for the Company to remain competitive. The Company
has in the past experienced difficulty in migrating to new manufacturing
processes, which has resulted and could continue to result in reduced yields,
delays in product deliveries and increased expense levels. Moreover, the Company
is dependent on its relationships with its foundries to migrate to smaller
geometry processes successfully. No assurance can be given that the Company's
future process migrations will be achieved without difficulties, delays or
increased expenses. The Company's business, financial condition and results of
operations could be materially and adversely affected if any such transition is
substantially delayed or inefficiently implemented.

         Risks Associated with Intellectual Property Protection. The Company's
success and future revenue growth will depend, in part, on its ability to
protect its intellectual property. The Company relies primarily on patent,
copyright, trademark and trade secret laws, as well as nondisclosure agreements
and other methods to protect its proprietary technologies and processes. There
can be no assurance that such measures will provide meaningful protection for
the Company's proprietary technologies and processes. The Company has been
issued three United States patents and has filed fourteen United States patent
applications. There can be no assurance that any patent will issue as a result
of these applications or future applications or, if issued, that any claims
allowed will be sufficiently broad to protect the Company's technology. In
addition, there can be no assurance that any existing or future patents will not
be challenged, invalidated or circumvented, or that any right granted thereunder
would provide meaningful protection to the Company. The failure of any patents
to provide protection to the Company's technology would make it easier for the
Company's competitors to offer similar products. In connection with its
participation in the development of various industry standards, the Company may
be required to agree to license certain of its patents to other parties,
including its competitors, that develop products based upon the adopted
standards. The Company also generally enters into confidentiality agreements
with its employees and strategic partners, and generally controls access to and
distribution of its documentation and other proprietary information. Despite
these precautions, it may be possible for a third party to copy or otherwise
obtain and use the Company's products, services or technology without
authorization, develop similar technology independently or design around the
Company's patents. In addition, effective copyright, trademark and trade secret
protection may be unavailable or limited in certain foreign countries. Certain
of the Company's customers have entered into agreements with the Company
pursuant to which such customers have the right to use the Company's proprietary
technology in the event the Company defaults in its contractual obligations,
including product supply obligations, and fails to cure the default within a
specified period of time. Moreover, the Company often incorporates the
intellectual property of its strategic customers into its designs, and the
Company has certain obligations with respect to the non-use and non-disclosure
of such intellectual property. There can be no assurance that the steps taken by
the Company to prevent misappropriation or infringement of the intellectual
property of the Company or its customers will be successful. Moreover,
litigation may be necessary in the future to enforce the Company's intellectual
property rights, to protect the Company's trade secrets or to determine the
validity and scope of proprietary rights of others, including its customers.
Such litigation could result in substantial costs and diversion of management's
efforts and other Company resources and could have a material adverse effect on
the Company's business, financial condition and results of operations.

        The semiconductor industry is characterized by vigorous protection of
and pursuit of intellectual property rights. From time to time, the Company has
received, and may continue to receive in the future, notices of claims of


                                       8

<PAGE>   10

infringement of other parties' proprietary rights. The Company has received a
letter from counsel for BroadCom, Inc. asserting rights in the "Broadcom"
trademark and demanding that the Company cease and desist from any further use
of the Broadcom name. The Company and BroadCom, Inc. have exchanged
correspondence outlining their respective positions on the matter. In addition,
the Company is currently involved in litigation with Stanford
Telecommunications, Inc. ("STI") concerning the alleged infringement of one of
STI's patents by one or more of the Company's modem products and with Sarnoff
Corporation and Sarnoff Digital Communications, Inc. (collectively, "Sarnoff")
concerning the alleged misappropriation and misuse of certain Sarnoff trade
secrets by the Company. There can be no assurance that the Company will prevail
in these actions, or that other actions alleging infringement by the Company of
third-party patents, misappropriation or misuse by the Company of third-party
trade secrets or the invalidity of one or more patents held by the Company will
not be asserted or prosecuted against the Company, or that any assertions of
infringement, misappropriation or misuse or prosecutions seeking to establish
the invalidity of Company-held patents will not materially and adversely affect
the Company's business, financial condition and results of operations. For
example, in a patent or trade secret action, an injunction could issue against
the Company requiring that the Company withdraw certain products from the market
or necessitating that certain products offered for sale or under development be
redesigned; the Company has also entered into certain indemnification
obligations in favor of its customers and strategic partners that could be
triggered upon an allegation or finding of the Company's infringement,
misappropriation or misuse of other parties' proprietary rights. Irrespective of
the validity or successful assertion of such claims, the Company would likely
incur significant costs and diversion of its management and personnel resources
with respect to the defense of such claims, which could also have a material
adverse effect on the Company's business, financial condition and results of
operations. If any claims or actions are asserted against the Company, the
Company may seek to obtain a license under a third party's intellectual property
rights. There can be no assurance that under such circumstances a license would
be available on commercially reasonable terms, if at all.

         Lengthy Sales Cycle. The Company's sales cycle involves test and
evaluation of its products by the potential customer and design of the
customer's equipment to incorporate the Company's products. The sales cycle for
the test and evaluation of the Company's products can range from three to six
months or more, and it can take an additional six to nine months or more before
a customer commences volume production of equipment that incorporates the
Company's products. Because of this lengthy sales cycle, the Company may
experience a delay between increasing expenses for research and development,
sales and marketing, and general and administrative efforts, as well as
increasing investments in inventory, and the generation of revenues, if any,
from such expenditures. In addition, the delays inherent in such lengthy sales
cycle raise additional risks of customer decisions to cancel or change product
plans, which could result in the loss of anticipated sales by the Company.
Achieving a design win provides no assurance that such customer will ultimately
ship products incorporating the Company's products. The Company's business,
financial condition and results of operations could be materially adversely
affected if a significant customer curtails, reduces or delays orders during the
Company's sales cycle or chooses not to release products employing the Company's
products.

         Order and Shipment Uncertainties. The Company's sales are generally
made pursuant to individual purchase orders that may be canceled or deferred by
customers on short notice without significant penalty. Cancellation or deferral
of product orders could result in the Company holding excess inventory, which
could have a material adverse effect on the Company's profit margins and
restrict its ability to fund its operations. The Company recognizes revenue upon
shipment of products to the customer. Refusal of customers to accept shipped
products or delays or difficulties in collecting accounts receivable could
result in significant charges against income, which could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         Product Complexity. Products as complex as those offered by the Company
frequently contain errors, defects and bugs when first introduced or as new
versions are released. The Company has in the past experienced such errors,
defects and bugs. Delivery of products with production defects or reliability,
quality or compatibility problems could significantly delay or hinder market
acceptance of such products, which could damage the Company's reputation and
adversely affect the Company's ability to retain its existing customers and to
attract new customers. Moreover, such errors, defects or bugs could cause
problems, interruptions, delays or a cessation of sales to the Company's
customers. Alleviating such problems may require significant expenditures of
capital and resources by the Company. There can be no assurance that, despite
testing by the Company, its suppliers or its customers, errors, defects or bugs
will not be found in new products after commencement of commercial production,
resulting in additional development costs, loss of, or delays in, market
acceptance, diversion of technical and other resources from the Company's other
development efforts, product repair or replacement costs, claims by the


                                       9


<PAGE>   11

Company's customers or others against the Company, or the loss of credibility
with the Company's current and prospective customers. Any such event could have
a material adverse effect on the Company's business, financial condition and
results of operations.

         Cyclicality of the Semiconductor Industry. The Company provides
semiconductor devices to the broadband communications markets. The semiconductor
industry is highly cyclical and subject to rapid technological change and has
been subject to significant economic downturns at various times, characterized
by diminished product demand, accelerated erosion of average selling prices and
production overcapacity. The semiconductor industry also periodically
experiences increased demand and production capacity constraints. As a result,
the Company may experience substantial period-to-period fluctuations in future
results of operations due to general semiconductor industry conditions, overall
economic conditions or other factors.

         Limited Operating History. The Company was incorporated in August 1991
but did not begin shipping products until 1994. Accordingly, the Company has a
limited operating history upon which investors may evaluate the Company and its
prospects. The Company's recent revenue growth may not be sustainable and should
not be considered indicative of future revenue growth, if any. There can be no
assurance that the Company will be profitable in any future period. The
Company's prospects must be considered in light of the risks, challenges and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in intensely competitive and rapidly
evolving markets such as the semiconductor industry and the broadband
communications markets. To address these risks, the Company must, among other
things, successfully increase the scope of its operations, respond to
competitive and technological developments, continue to attract, retain and
motivate qualified personnel and continue to commercialize products
incorporating innovative technologies. There can be no assurance that the
Company will be successful in addressing these risks and challenges.

         Risks Associated with Government Regulation. The Federal Communications
Commission (the "FCC") has broad jurisdiction over each of the Company's target
markets. Although the Company's products are not directly subject to current
regulations of the FCC or any other federal or state communications regulatory
agency, much of the equipment into which the Company's products are incorporated
is subject to direct government regulation. Accordingly, the effects of
regulation on the Company's customers or the industries in which they operate
may, in turn, adversely impact the Company's business, financial condition and
results of operations. FCC regulatory policies affecting the ability of cable
operators or telephone companies to offer certain services and other terms on
which these companies conduct their businesses may impede sales of the Company's
products. For example, the Company has in the past experienced delays when
products incorporating its chips failed to comply with FCC emissions
specifications. In addition, the Company's business, financial condition and
results of operations may also be adversely affected by the imposition of
certain tariffs, duties and other import restrictions on components that the
Company obtains from non-domestic suppliers or by the imposition of export
restrictions on products that the Company sells internationally. The Company may
also be subject to regulation by countries other than the United States. Changes
in current laws or regulations or the imposition of new laws and regulations in
the United States or elsewhere, could materially and adversely affect the
Company's business, financial condition and results of operations.

         Control by Directors, Executive Officers and Their Affiliates. As of
June 30, 1998, the Company's directors and executive officers beneficially owned
approximately 54.5% of the outstanding Common Stock and 60.3% of the total
voting control of the Company. In particular, as of June 30, 1998, the two
founders of the Company, Dr. Henry T. Nicholas, III and Dr. Henry Samueli,
beneficially owned an aggregate of approximately 49.5% of the outstanding Common
Stock and 54.8% of the total voting control of the Company. Accordingly, such
persons will have sufficient voting power to control the outcome of matters
(including the election of a majority of the Board of Directors, and any merger,
consolidation or sale of all or substantially all of the Company's assets)
submitted to the shareholders for approval and will also have control over the
management and affairs of the Company. As a result of such control, certain
transactions may not be possible without the approval of such shareholders.
These transactions include proxy contests, mergers involving the Company, tender
offers, open market purchase programs or other purchases of Class A Common Stock
that could give shareholders of the Company the opportunity to realize a premium
over the then prevailing market price for their shares of Class A Common Stock.

         Year 2000 Compliance. Many existing computer systems and applications,
and other control devices, use only two digits to identify a year in the date
field, without considering the impact of the upcoming change in the century.
Others do not correctly process "leap year" dates. As a result, such systems and
applications could fail or create erroneous results unless corrected so that
they can correctly process data related to the year 2000 and beyond,


                                       10

<PAGE>   12

but there can be no assurance that such upgrades will be completed on a timely
basis or without incurring substantial costs. The Company is evaluating its
products for material year 2000 compliance and will consider making any changes
to its current or future products required to achieve such compliance. There can
be no assurance, however, that the Company will make any such changes or that
any of the Company's products are or will be year 2000 compliant. The Company
relies on its systems, applications and devices in operating and monitoring all
major aspects of its business, including financial systems (such as general
ledger, accounts payable and payroll modules), customer services,
infrastructure, embedded computer chips, networks and telecommunications
equipment and end products. Although the Company is in the process of upgrading
its software to address the year 2000 issue, there can be no assurance that such
upgrades will be completed on a timely basis at reasonable costs, or that such
upgrades will be able to anticipate all of the problems triggered by the actual
impact of the year 2000. The Company also relies, directly and indirectly, on
external systems of suppliers for the management and control of fabrication,
assembly and testing of substantially all of the Company's products and of
business enterprises such as customers, suppliers, creditors, financial
organizations, and of governmental entities, both domestic and international,
for accurate exchange of data. The Company could be affected through disruptions
in the operation of the enterprises with which the Company interacts or from
general widespread problems or an economic crisis resulting from noncompliant
year 2000 systems. Despite the Company's efforts to address the year 2000 impact
on its internal systems and business operations, there can be no assurance that
such impact will not result in a material disruption of its business or have a
material adverse effect on the Company's business, financial condition or
results of operations.

         Future Capital Needs; Uncertainty of Additional Funding. The Company
believes that the aggregate net proceeds from its initial public offering and
sale of shares to Cisco Systems, together with cash generated from its
operations and funds available under its credit facility, will be sufficient to
meet its capital requirements for at least the next twelve months. Nonetheless,
the Company may elect to sell additional equity securities or to obtain
additional credit facilities. The Company's future capital requirements may vary
materially from those now planned and will depend on many factors, including,
but not limited to, the levels at which the Company maintains inventory and
accounts receivable, the market acceptance of the Company's products, the levels
of promotion and advertising required to launch such products and attain a
competitive position in the marketplace, volume pricing concessions, the
Company's business, product, capital expenditure and research and development
plans and technology roadmap, capital improvements to new and existing
facilities, technological advances, the response of competitors to the Company's
products and relationships with suppliers and customers. In addition, the
Company may require an increase in the level of working capital to accommodate
planned growth, hiring, infrastructure and facility needs, including the lease
of new facilities to centralize all Irvine employees and operations on one
campus, which lease is currently in final negotiations. Additional capital may
be required for consummation of any acquisitions of businesses, products or
technologies. To the extent the Company's existing resources and any future
earnings are insufficient to fund the Company's activities, the Company may need
to raise additional funds through public or private financing. No assurance can
be given that additional financing will be available or that if available, any
such financing can be obtained on terms favorable to the Company and its
shareholders. If adequate funds are not available, the Company may be required
to curtail its operations significantly or to obtain funds through arrangements
with strategic partners or others that may require the Company to relinquish
rights to certain of its technologies or potential markets. If additional funds
are raised through the issuance of equity securities, the percentage ownership
of the then existing shareholders of the Company would be reduced. Such equity
securities may have rights, preferences or privileges senior to those of the
holders of the Company's Common Stock.

         Stock Price Volatility. The trading price of the Company's Class A
Common Stock has been and could continue to be subject to wide fluctuations in
response to quarter to quarter variations in results of operations,
announcements of technological innovations or new products by the Company or its
competitors, general conditions in the semiconductor, telecommunications and
data communications equipment markets, changes in earnings estimates or buy/sell
recommendations by analysts, investor perceptions and expectations regarding the
products, plans and strategic position of the Company, its competitors and its
customers, or other events or factors. In addition, the public stock markets
have experienced extreme price and trading volume volatility, particularly in
high technology sectors of the market. This volatility has significantly
affected the market prices of securities of many technology companies for
reasons frequently unrelated to the operating performance of the specific
companies. These broad market fluctuations may adversely affect the market price
of the Company's Class A Common Stock.

         Potential Effect of Anti-Takeover Provisions. The Company's Articles of
Incorporation and Bylaws contain provisions that may discourage or prevent
certain types of transactions involving an actual or potential change in


                                       11


<PAGE>   13

control of the Company, including transactions in which the shareholders might
otherwise receive a premium for their shares over then current market prices,
and may limit the ability of the shareholders to approve transactions that they
may deem to be in their best interests. In addition, the Company has outstanding
Class B Common Stock, which entitles each holder thereof to ten votes per share
on all matters presented for a shareholder vote. The Board of Directors also has
the authority to fix the rights and preferences of shares of the Company's
Preferred Stock and to issue such shares without a shareholder vote. It is
possible that the provisions in the Company's Articles of Incorporation and
Bylaws, the existence of super voting rights held by insiders and the ability of
the Board of Directors to issue Preferred Stock may have the effect of delaying,
deferring or preventing a change of control of the Company without further
action by the shareholders, may discourage bids for the Company's Class A Common
Stock at a premium over the market price of the Class A Common Stock and may
adversely affect the market price of the Class A Common Stock and the voting and
other rights of the holders of Class A Common Stock.


                                   SHAREHOLDER

         The table below sets forth (i) the number of shares of Class A Common
Stock owned by the Shareholder as of August 3, 1998, (ii) the number of Shares
to be sold pursuant to this offering, (iii) the number of shares of Class A
Common Stock to be retained by the Shareholder if all the Shares offered hereby
are in fact sold and (iv) the percentage of the outstanding Class A Common Stock
that the Shareholder will own if all the Shares are sold. The Shareholder is the
Company's Vice President of Worldwide Sales. The Shares were issued to the
Shareholder in connection with his exercise of a stock option granted under the
Company's 1994 Plan. The Shareholder paid for the Shares by delivering to the
Company a $1,800,000 full-recourse promissory note due in December 2002. The
note bears interest at the rate of 6.5% per annum, compounded semi-annually.

        The Shares offered by this Prospectus may be offered from time to time
by the Shareholder named below:

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE OF
                                                                    NUMBER OF     OUTSTANDING
                                   NUMBER OF         NUMBER OF      SHARES TO       CLASS A
                                  SHARES OWNED    SHARES OFFERED     BE OWNED     COMMON STOCK
     NAME OF                        BEFORE           FOR SALE         AFTER       OWNED AFTER
    SHAREHOLDER                   OFFERING(1)        HEREBY(2)      OFFERING(1)      SALE(3)
--------------------              -----------     --------------    -----------  --------------
<S>                               <C>             <C>               <C>          <C>
Aurelio E. Fernandez                255,000           225,000          30,000          *
</TABLE>

-------------------
 *  Less than 1%.

(1) The Shareholder holds an immediately exercisable stock option for 30,000
    shares of Class B Common Stock in addition to the 225,000 Shares of which he
    is the beneficial owner.

(2) This Registration Statement covers any additional shares of Class A Common
    Stock which become issuable in connection with the Shares by reason of any
    stock divided, stock split, recapitalization or other similar transaction
    effected without the Company's receipt of consideration which results in an
    increase in the number of the Company's outstanding shares of Class A Common
    Stock.

(3) The shares of Class B Common Stock purchasable under the Shareholder's
    option will automatically convert on a one-for-one basis into shares of
    Class A Common Stock upon the sale of those Class B shares.


                                       12

<PAGE>   14

                              PLAN OF DISTRIBUTION

         The Company will receive no proceeds from the sale of the Shares
pursuant to this offering. The Shares offered hereby may be sold by Shareholder
from time to time through broker-dealer transactions effected on the Nasdaq
National Market at market prices prevailing at the time of sale. The
broker-dealers participating in such transactions may act as agent or may
acquire the Shares as principal. Any broker-dealer acting as agent may receive
commissions from the Shareholder and/or the purchasers of the Shares for whom
such broker-dealer is acting as agent. Usual and customary brokerage fees will
be paid by the Shareholder. Broker-dealers may agree with the Shareholder to
sell a specified number of Shares at a stipulated price per Share and, to the
extent such broker-dealer is unable to do so as agent for the Shareholder, to
purchase as principal any unsold Shares at the price required to fulfill the
broker-dealer commitment to the Shareholder. Broker-dealers who acquire the
Shares as principal may subsequently resell such Shares from time to time
(including sales to or through other broker-dealers) in transactions effected on
the Nasdaq National Market or through negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. In
connection with such resales, the broker-dealer may pay to or receive from the
purchasers of the Shares compensation in the form of discounts, concessions or
commissions, which may, as to a particular broker-dealer, be in excess of
customary commissions.

         The Shareholder and any broker-dealers who participate with the
Shareholder in the distribution of the Shares may under certain circumstances be
deemed to be "underwriters" within the meaning of the Securities Act. In such
event, the Shareholder may indemnify any such broker-dealer against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions received by the broker-dealers participating in the distribution and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Class A Common Stock of the
Company for a period of two (2) business days prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Shareholder
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which may
limit the timing of purchases and sales of shares of the Company's Class A
Common Stock by the Shareholder.

         The Shareholder will furnish each broker-dealer through whom the Shares
offered hereby may be sold such copies of this Prospectus as such person may
require.


                                       13

<PAGE>   15

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference:

         (a) The Company's Registration Statement No. 333-45619 on Form S-1
             filed with the Commission on February 5, 1998, together with the
             amendments thereto on Forms S-1/A filed with the Commission on
             February 27, 1998, March 10, 1998, March 23, 1998, April 8, 1998,
             April 15, 1998 and April 16, 1998, respectively.

         (b) The Company's prospectus filed with the Commission on April 17,
             1998 pursuant to Rule 424(b) promulgated under the Securities Act
             in connection with the Company's Registration Statement No.
             333-45619 on Form S-1, in which there is set forth the Company's
             audited financial statements for the fiscal year ended December 31,
             1997.

         (c) The Company's Quarterly Reports on Form 10-Q for the fiscal
             quarters ended March 31, 1998 and June 30, 1998 filed with the
             Commission on May 15, 1998 and August 4, 1998, respectively.

         (d) The Company's Registration Statement No. 000-23993 on Form 8-A
             filed with the Commission on April 6, 1998, in which there is
             described the terms, rights and provisions applicable to the
             Company's outstanding Class A Common Stock.

         (e) All other documents filed by the Company pursuant to Section 13(a),
             13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
             this Prospectus and prior to the termination of the offering of the
             Shares.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom a copy of this Prospectus is delivered, upon the request of
any such person, a copy of any or all of the documents which are incorporated
herein by reference (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into the information this
Prospectus incorporates). Requests should be directed to Broadcom Corporation,
16251 Laguna Canyon Road, Irvine, California, 92618, Attention: William J.
Ruehle, Vice President and Chief Financial Officer; telephone number: (949)
450-8700.


                                       14

<PAGE>   16

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

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

         (a) The Registrant's Registration Statement No. 333-45619 on Form S-1
             filed with the Commission on February 5, 1998, together with the
             amendments thereto on Forms S-1/A filed with the Commission on
             February 27, 1998, March 10, 1998, March 23, 1998, April 8, 1998,
             April 15, 1998 and April 16, 1998, respectively;

         (b) The Registrant's prospectus filed with the Commission on April 17,
             1998 under Rule 424(b) promulgated under the 1933 Act, in
             connection with Registrant's Registration Statement No. 333-45619,
             in which there is set forth the audited financial statements for
             the Registrant's fiscal year ended December 31, 1997;

         (c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
             quarters ended March 31, 1998 and June 30, 1998, filed with the
             Commission on May 15, 1998 and August 4, 1998, respectively; and

         (d) The Registrant's Registration Statement No. 000-23993 on Form 8-A
             filed with the Commission on April 6, 1998, in which there is
             described the terms, rights and provisions applicable to the
             Registrant's outstanding 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
Exchange, as amended (the "Exchange Act") 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

         The terms, rights and provisions applicable to the Class A Common Stock
are set forth in the Registrant's Registration Statement No. 000-23993 on Form
8-A which is incorporated by reference into this Registration Statement pursuant
to Item 3(d). The shares of the Class B Common Stock are substantially identical
to the shares of Class A Common Stock, except that the holders of Class A Common
Stock are entitled to one (1) vote per share and the holders of the Class B
Common Stock are entitled to ten (10) votes per share on all matters submitted
to shareholder vote. In addition, each share of Class B Common Stock is
convertible at the option of the holder into one (1) share of Class A Common
Stock and will automatically convert into one (1) share of Class A Common Stock
upon the sale of the Class B Common Stock by the original holder.


                                      II-1

<PAGE>   17

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant'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) contacts 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 the Company's shareholders for any
violation by a director of the director's fiduciary duty to the company or its
shareholders.

         The Registrant's Articles of Incorporation also include an
authorization for the Registrant 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,
the Registrant's Bylaws provide for indemnification of the Registrant's
directors, officers and employees. In addition, the Registrant may, at its
discretion, provide indemnification to persons whom the Registrant is not
obligated to indemnify. The Bylaws also allow the Registrant 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 the Registrant's Bylaws and Articles of
Incorporation, may require the Registrant, 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 the Registrant'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 expense incurred)
arising under the Securities Act.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>

Exhibit Number    Exhibit
--------------    -------
<S>               <C>
 4.1              Instruments Defining the Rights of Shareholders. Reference is
                  made to Registrant's Registration Statement No. 000-23993 on
                  Form 8-A, together with the 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-4 of this
                  Registration Statement.

99.1              Broadcom Corporation 1998 Stock Incentive Plan.

99.2              Form of Notice of Grant of Stock Option.

99.3              Form of Stock Option Agreement.
</TABLE>


                                      II-2

<PAGE>   18

<TABLE>
<CAPTION>

Exhibit Number    Exhibit
--------------    -------
<S>               <C>
99.4              Form of Addendum to Stock Option Agreement (Involuntary
                  Termination Following Change In Control).

99.5              Form of Addendum to Stock Option Agreement (Limited Stock
                  Appreciation Right).

99.6              Form of Stock Issuance Agreement.

99.7              Form of Addendum to Stock Issuance Agreement (Involuntary
                  Termination Following Change in Control).

99.8              Form of Stock Purchase Agreement

99.9              Form of Notice of Grant of Automatic Stock Option (Initial
                  Grant).

90.10             Form of Notice of Grant of Automatic Stock Option (Annual
                  Grant).

99.11             Form of Automatic Stock Option Agreement.

99.12             Broadcom Corporation 1998 Employee Stock Purchase Plan,
                  as amended.

99.13             Form of Enrollment/Change Form.

99.14             Form of ESPP Stock Purchase Agreement.
</TABLE>

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
Registrant's 1998 Stock Incentive Plan or 1998 Employee Stock Purchase Plan.

         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 or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
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.


                                      II-3

<PAGE>   19

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of Securities, 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 the City of Irvine, State of California on this
3rd day of August, 1998.

                                           BROADCOM CORPORATION


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



                                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, the 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 Securities, 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 Securities, 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, Ph.D.      Co-Chairman, President and            August 3, 1998
-----------------------------------    Chief Executive Officer
     Henry T. Nicholas, III, Ph.D.     (Principal Executive Officer)


 /s/ Henry Samueli, Ph.D.              Co-Chairman, Vice President of        August 3, 1998
-----------------------------------    Research & Development and Chief
     Henry Samueli, Ph.D.              Technical Officer
</TABLE>


                                      II-4

<PAGE>   20

<TABLE>
<CAPTION>

Signature                              Title                                     Date
---------                              -----                                     ----

<S>                                    <C>                                   <C>
 /s/ William J. Ruehle                 Vice President and Chief Financial    August 3, 1998
-----------------------------------    Officer (Principal Financial
     William J. Ruehle                 and Accounting Officer)


 /s/ Alan E. Ross                      Director                              August 3, 1998
-----------------------------------
     Alan E. Ross


 /s/ Myron S. Eichen                   Director                              August 3, 1998
-----------------------------------
Myron S. Eichen
</TABLE>


                                      II-5

<PAGE>   21

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                              BROADCOM CORPORATION



<PAGE>   22

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit Number    Exhibit
--------------    -------
<S>               <C>
 4.1              Instruments Defining the Rights of Shareholders. Reference is
                  made to Registrant's Registration Statement No. 000-23993 on
                  Form 8-A, together with the 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-4 of this
                  Registration Statement.

99.1              Broadcom Corporation 1998 Stock Incentive Plan.

99.2              Form of Notice of Grant of Stock Option.

99.3              Form of Stock Option Agreement.

99.4              Form of Addendum to Stock Option Agreement (Involuntary
                  Termination Following Change In Control).

99.5              Form of Addendum to Stock Option Agreement (Limited Stock
                  Appreciation Right).

99.6              Form of Stock Issuance Agreement.

99.7              Form of Addendum to Stock Issuance Agreement (Involuntary
                  Termination Following Change in Control).

99.8              Form of Stock Purchase Agreement

99.9              Form of Notice of Grant of Automatic Stock Option (Initial
                  Grant).

90.10             Form of Notice of Grant of Automatic Stock Option (Annual
                  Grant).

99.11             Form of Automatic Stock Option Agreement.

99.12             Broadcom Corporation 1998 Employee Stock Purchase Plan,
                  as amended.

99.13             Form of Enrollment/Change Form.

99.14             Form of ESPP Stock Purchase Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 96063}]
{"company-data": {"conformed-name": "BROADCOM CORP", "cik": "0001054374", "assigned-sic": "3674", "irs-number": "330480482", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60763", "film-number": "98678031"}, "business-address": {"street1": "16251 LAGUNA CANYON RD", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "7144508700"}, "mail-address": {"street1": "16251 LAGUNA CANYON RD", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1

     As filed with the Securities and Exchange Commission on August 6, 1998

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            16251 LAGUNA CANYON ROAD
                            IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)

                              BROADCOM CORPORATION
                            1998 STOCK INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                          HENRY T. NICHOLAS, III, PH.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              BROADCOM CORPORATION
                            16251 LAGUNA CANYON ROAD
                            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
=====================================================================================================================
                                                                    Proposed           Proposed
               Title of                                              Maximum            Maximum
              Securities                          Amount            Offering           Aggregate          Amount of
                 to be                             to be              Price            Offering         Registration
              Registered                        Registered(1)       per Share            Price               Fee
=====================================================================================================================
1998 STOCK INCENTIVE PLAN:                                               
    Class A Common Stock, $0.0001 par value    15,948,439 shares    $58.6875(2)    $935,974,013.81(2)    $276,112.33
    Class B Common Stock, $0.0001 par value     7,948,228 shares       $5.21(3)     $41,410,267.88(3)     $12,216.03
---------------------------------------------------------------------------------------------------------------------
1998 EMPLOYEE STOCK PURCHASE PLAN:
    Class A Common Stock, $0.0001 par value       750,000 shares    $58.6875(2)     $44,015,625.00(2)     $12,984.61
---------------------------------------------------------------------------------------------------------------------
REGISTERING SHAREHOLDER:
    Class A Common Stock, $0.0001 par value       225,000 shares(4) $58.6875(2)     $13,204,687.50(2)      $3,895.38
---------------------------------------------------------------------------------------------------------------------
TOTAL                                                                            $1,034,604,594.19       $305,208.35
=====================================================================================================================
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Broadcom Corporation 1998
        Stock Incentive Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in
        the number of the outstanding shares of the Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended (the "Securities Act"), on the basis
        of the average of the high and low selling prices per share of the
        Registrant's Class A Common Stock on August 5, 1998, as reported on the
        Nasdaq National Market.

(3)     Calculated on the basis of the weighted average exercise price of the
        outstanding options to purchase shares of Class B Common Stock under the
        Registrant's 1998 Stock Incentive Plan. The Class B Common Stock is not
        listed on the Nasdaq National Market.

(4)     Such shares are being registered for the convenience of the Shareholder.
        All of such shares are currently subject to an underwriters' lock-up
        agreement that expires on or about October 13, 1998. In addition, as of
        August 3, 1998, 187,812 of such shares were subject to repurchase by the
        Company, at the Company's option and at a price equal to the original
        purchase price paid by Shareholder, in the event the Shareholder ceases
        to remain in Service with the Company as provided under the terms
        of a Stock Purchase Agreement between Shareholder and the Company dated
        as of December 29, 1997. The number of shares subject to repurchase will
        decline hereafter on a ratable basis in accordance with a monthly 
        vesting schedule tied to shareholder's continued Service with the 
        Company. Unvested shares are subject to transfer restrictions under the
        Stock Purchase Agreement.
2

                                 225,000 SHARES

                              BROADCOM CORPORATION
                              Class A Common Stock
                               ($0.0001 PAR VALUE)

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

         This Prospectus relates to the offer and sale of up to 225,000 shares
of the Class A Common Stock(1), par value $0.0001 per share (the "Shares"), of
Broadcom Corporation, a California corporation (the "Company"), by one of the
Company's shareholders (the "Shareholder"). The Shareholder is an executive
officer of the Company who serves as Vice President of Worldwide Sales, and the
Shares were acquired by him under the Company's 1994 Amended and Restated Stock
Option Plan (the "1994 Plan"). The Shares were issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), provided by Section 4(2) of the Securities Act.

         The Shares may be offered by the Shareholder from time to time in
broker-dealer transactions effected through the Nasdaq National Market at market
prices prevailing at the time of the sale. For further information concerning
such sales, see the section below entitled "Plan of Distribution." The Company
will not receive any of the proceeds from the sale of the Shares offered hereby.

         The Shares offered by the Shareholder involve a high degree of risk.
Investors should carefully consider the information set forth under the heading
"Risk Factors" and other cautionary language set forth in this Prospectus.

         The Company's Class A Common Stock is quoted on the Nasdaq National
Market under the symbol BRCM. On August 5, 1998 the average of the high and low
selling prices of the Class A Common Stock was $58.6875 per share.

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

         SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF FACTORS
THAT SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE CLASS A
COMMON STOCK OFFERED HEREBY.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                  THE DATE OF THIS PROSPECTUS IS AUGUST 6, 1998

------------------
(1) The shares are currently shares of the Company's Class B Common Stock, par
    value $.0001 per share. However, each such share of Class B Common Stock is
    convertible, at the option of the holder, into one share of Class A Common
    Stock and will convert automatically into one share of Class A Common Stock
    upon the sale of the Class B Common Stock pursuant to this Prospectus. The
    two classes of Common Stock are substantially identical, except that the 
    holders of the Class A Common Stock are entitled to one vote per share and
    the holders of the Class B Common Stock are entitled to ten votes per share
    on matters submitted to a shareholder vote.
3

                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Commission
maintains an Internet web site at http://www.sec.gov that contains the Company's
reports, proxy materials and other information filed with the Commission. The
Class A Common Stock of the Company is quoted on the Nasdaq National Market, and
such material may also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.

         The Company has filed with the Commission a registration statement on
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the Class A
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information regarding the Company and the Class A Common Stock offered
hereby, reference is hereby made to the Registration Statement and to the
exhibits and schedules filed therewith. The Registration Statement, including
the exhibits and schedules thereto, may be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of all or any part thereof may be obtained
from such office upon payment of the prescribed fees. The Commission's web site
at http://www.sec.gov also contains the Registration Statement, including the
exhibits and schedules thereto.

         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY SHAREHOLDER OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED
BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY
BE MADE.

                                   THE COMPANY

         The Company is a leading developer of highly integrated silicon
solutions that enable broadband digital data transmission to the home and within
the business enterprise. The Company is organized and existing under the laws of
the State of California and its principal executive offices are located at 16251
Laguna Canyon Road, Irvine, California 92618. The Company's telephone number is
(949) 450-8700.

                                        2
4

                                  RISK FACTORS

         In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Class
A Common Stock offered hereby. This Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially and adversely from the results discussed in the
forward-looking statements. The factors that may affect the Company's business,
financial condition and results of operations include, but are not limited to,
the following:

         Fluctuations in Results of Operations. The Company's quarterly results
of operations have fluctuated significantly in the past and may continue to
fluctuate in the future based on a number of factors, many of which are not in
the Company's control, including, but not limited to, the volume of product
sales and pricing concessions on volume sales; the timing, rescheduling and
cancellation of significant customer orders; the gain or loss of a significant
customer; the timing of customer qualification and industry interoperability
certification of new products; the rate of adoption by customers and end users
of new and emerging technologies in the high-speed data networking, cable
set-top box, cable modem, direct broadcast satellite, terrestrial wireless and
digital subscriber line (xDSL) markets; the rate of adoption and acceptance of
new industry standards in the foregoing markets; the qualification, availability
and pricing of competing products and technologies from other vendors; delays in
the specification or design of new products; fluctuations in manufacturing
yields and other problems or delays in the fabrication, assembly, testing or
delivery of products; uncertainties associated with international operations;
the Company's ability to retain and hire key executives, technical personnel and
other employees in the numbers and with the capabilities needed to implement its
business and product plans; problems or delays in migrating product designs to
smaller geometry processes; changes in product and customer mix; intellectual
property disputes; the Company's ability to develop, introduce and market new
products and technologies on a timely basis; the amount and timing of
recognition of development revenue; general business conditions in the
semiconductor industry and the broadband communications markets; availability of
foundry capacity and raw materials; the quality of the Company's products; the
timing of investments in, and the results of, research and development; the
Company's ability to expand and implement its sales and marketing programs; the
level of orders received that can be shipped in a quarter; the effects on
operations and management of facility relocations; currency fluctuations; and
general economic conditions. The Company intends to continue to increase its
operating expenses significantly in 1998. Because a large portion of the
Company's operating expense, including rent, salaries and capital lease
expenses, is fixed and difficult to reduce or modify, if total revenue does not
meet the Company's expectations, the effect of any revenue shortfall will be
magnified by the fixed nature of these operating expenses. Based on the
foregoing or other factors, it is possible that in some future periods the
Company's reported or anticipated operating results will fail to meet or exceed
the expectations of analysts or investors. In such event, the price of the
Company's Class A Common Stock would likely be materially and adversely
affected.

         Customer Concentration. A relatively small number of customers have
accounted for a significant portion of the Company's total revenue to date, and
the Company expects that this trend will continue for the foreseeable future. In
particular, sales to three of the Company's key customers (including sales to
their respective manufacturing subcontractors) accounted for approximately
41.6%, 23.4% and 10.2% of the Company's total revenue in the three months ended
June 30, 1998. Sales to two of these customers accounted for approximately 31.8%
and 36.8% of total revenue in the six months ended June 30, 1998 and 31.9% and
14.6% of total revenue in fiscal year 1997. Moreover, sales to the Company's
five largest customers (including sales to their respective manufacturing
subcontractors) represented approximately 81.1% and 81.7% in the three and six
months ended June 30, 1998, respectively, and accounted for approximately 61.7%
of the Company's total revenue in fiscal year 1997. Accordingly, the Company's
future results of operations will continue to be substantially dependent on the
success of its largest customers and on the Company's success in selling its
existing and future products to those customers in significant quantities. Any
reduction or delay in sales of the Company's products to one or more of these
key customers could have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance that
the Company will retain its largest customers or that it will be able to obtain
additional key customers. The loss of one or more of the Company's largest
customers or the inability of the Company to successfully develop relationships
with additional key customers could have a material adverse effect on the
Company's business, financial condition and results of operations.

         Most of the Company's customers can cease incorporating the Company's
products in their own products with limited notice to the Company and with
little or no penalty. The Company's agreements with its customers typically do
not require minimum purchases. In addition, certain of the Company's customers
offer or may offer products (designed by themselves or third parties) that
compete with those offered by the Company. Many of the

                                       3
5

Company's customers have pre-existing relationships with current or potential
competitors of the Company, which may affect such customers' purchasing
decisions. In addition, the Company's longstanding relationship with certain of
its larger customers may affect the purchasing decisions of other potential
customers who compete with these customers. The Company's customers face intense
competition from other manufacturers that do not use the Company's products.
Further, some of the Company's customers have "most favored nation" pricing
arrangements which could materially and adversely affect the Company's average
selling prices and gross margins in the event of product pricing decisions that
trigger such arrangements.

         Rapid Technological Change; Dependence on Emerging Markets and Evolving
Standards. The semiconductor industry and the broadband communications markets
are characterized by rapidly changing technology, frequent new product
introductions and evolving industry standards. Substantially all of the
Company's current product revenue is derived from sales of products for the
high-speed networking, cable set-top box and cable modem markets. These markets
are characterized by intense competition, rapid technological change and short
product life cycles. In particular, the high-speed networking, cable set-top box
and cable modem markets continue to undergo a period of rapid growth and
consolidation. The Company's business, financial condition and results of
operations would be materially and adversely affected in the event of a
significant slowdown in these or other broadband communications markets. The
Company's success will depend on the ability of its customers to develop new
products and enhance existing products for the broadband communications markets
and to successfully introduce and promote such products. There can be no
assurance that the broadband communications markets will develop to the extent
or in the timeframes anticipated by the Company. The failure of new markets to
develop as anticipated or the failure of the Company's products in these markets
to gain widespread acceptance could have a material adverse effect on the
Company's business, financial condition and results of operations. Products for
broadband communications applications are generally based on industry standards,
which are continually evolving. The emergence of new industry standards could
render products of the Company or its customers unmarketable or obsolete and may
require the Company to incur substantial unanticipated costs to comply with any
such new standards. Moreover, the Company's past sales and profitability have
resulted, to a significant extent, from its ability to anticipate changes in
technology and industry standards and to develop and introduce new and enhanced
products. The Company's continued ability to adapt to such changes and to
anticipate future standards, and the rate of adoption and acceptance of those
standards, will be a significant factor in maintaining or improving the
Company's competitive position and its prospects for growth. The Company has in
the past invested substantial resources in emerging technologies, such as
100Base-T4 for high-speed networking, for which the market did not ultimately
meet the Company's expectations. There can be no assurance that the Company will
be able to anticipate the evolving standards in the semiconductor industry and,
in particular, the broadband communications markets, or that the Company will be
able to successfully develop and introduce new products into such markets. The
failure of the Company to anticipate technological change and introduce new
products that achieve market acceptance could materially and adversely affect
the Company's business, financial condition and results of operations.

         Dependence on Development of New Products. The Company's future success
will depend upon its ability to develop new silicon solutions for existing and
new markets, introduce such products in a timely and cost-effective manner and
have such products selected for design into new products of leading equipment
manufacturers ("design wins"). The development of these new devices is highly
complex, and from time to time the Company has experienced delays in completing
the development and introduction of new products. Successful product development
and introduction depends on a number of factors, including, among other things,
accurate prediction of market requirements and evolving standards, accurate new
product definition, timely completion and introduction of new product designs,
timely qualification and industry interoperability certification of the
Company's products and the products into which the Company's products will be
incorporated, availability of foundry capacity, achievement of high
manufacturing yields, and market acceptance of the Company's and its customers'
products. Furthermore, there can be no assurance that the Company will be able
to introduce new products in a timely and cost-effective manner or in sufficient
quantities to meet customer demand or that such products will satisfy customer
requirements or achieve market acceptance. The Company's quarterly results have
in the past been and are expected in the future to continue to be dependent upon
the introduction of a relatively small number of new products and the timely
completion and delivery of those products to customers. The Company's or its
customers' failure to develop and introduce new products successfully and in a
timely manner would materially and adversely affect the Company's business,
financial condition and results of operations. The Company's new products are
generally incorporated into customers' products or systems at the design stage.
Achieving a design win often requires significant expenditures by the Company
without any assurance of success. Moreover, design wins frequently precede the
generation of volume sales, if any, by six to nine months or more. The value of
any design win largely depends upon

                                       4
6

the commercial success of the customer's product and on the extent to which the
design of the customer's electronic system accommodates components manufactured
by the Company's competitors. There can be no assurance that the Company will
continue to achieve design wins or that the products for which the Company
achieves design wins will be commercially successful.

         Dependence on Key Personnel. The Company's success depends to a
significant extent upon the continued service of its executive officers and
other key management and technical personnel and on its ability to continue to
attract, retain and motivate qualified personnel, particularly experienced
mixed-signal circuit designers and systems applications engineers. The
competition for such employees is intense, and the Company may not be able to
attract as many qualified new personnel as it was able to employ prior to its
initial public offering. The loss of the services of one or more of the
Company's key employees or the Company's failure to attract, retain and motivate
qualified personnel could have a material adverse effect on the Company's
business, financial condition and results of operations. In particular, the loss
of the services of Dr. Henry T. Nicholas, III, the co-founder, President and
Chief Executive Officer, or Dr. Henry Samueli, the co-founder, Vice President of
Research & Development and Chief Technical Officer, could materially and
adversely affect the Company. The Company does not have employment contracts
with its employees.

         Competition. The broadband communications markets and semiconductor
industries are intensely competitive and are characterized by rapid
technological change, evolving standards, short product life cycles and price
erosion. The Company competes with a number of major domestic and international
suppliers of equipment in the markets for cable set-top boxes, cable modems,
high-speed networking, DBS and terrestrial digital broadcast, and xDSL. This
competition has resulted and may continue to result in declining average selling
prices for the Company's products. The Company currently competes in the cable
television set-top box market with Rockwell, Philips, LSI Logic and VLSI
Technology for communication devices and with ST Microelectronics, LSI Logic and
C-Cube in the MPEG segment. The Company expects other major semiconductor
manufacturers to enter the market as the digital broadcast television and other
digital cable television markets become more established. A number of companies,
including Rockwell, Libit Signal Processing Ltd. and STI, have announced that
they are developing and plan to introduce MCNS/DOCSIS compliant products in
1998, which could result in significant competition in the cable modem market.
In the high-speed networking market, the Company principally competes with
established suppliers including Lucent Technologies and Level One
Communications. The Company's principal competitors in the DBS market include
LSI Logic, Philips, Rockwell, ST Microelectronics and VLSI Technology, and the
Company's principal competitors in the xDSL market include Analog Devices,
Alcatel, Motorola and Globespan. The Company also may face competition from
suppliers of products based on new or emerging technologies. Many of the
Company's competitors operate their own fabrication facilities and have longer
operating histories and presence in key markets, greater name recognition,
access to larger customer bases and significantly greater financial, sales and
marketing, manufacturing, distribution, technical and other resources than the
Company. As a result, such competitors may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements or devote greater
resources to the promotion and sale of their products than the Company. Current
and potential competitors have established or may establish financial or
strategic relationships among themselves or with existing or potential
customers, resellers or other third parties. Accordingly, it is possible that
new competitors or alliances among competitors could emerge and rapidly acquire
significant market share. In addition, existing or new competitors may in the
future develop technologies that more effectively address the transmission of
digital information through existing analog infrastructures at a lower cost.
There can be no assurance that the Company will be able to compete successfully
against current or potential competitors, or that competition will not have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Management of Growth. The Company has experienced a period of rapid
growth, expanding from 164 employees in June 1997 to 378 employees (including
temporary and contract employees) in June 1998. This expansion has placed, and
continues to place, significant strain on the Company's resources. To
accommodate this growth, the Company will be required to implement a variety of
new and upgraded operational and financial systems, procedures and controls,
including the improvement of its accounting and other internal management
systems, all of which may require substantial management effort. There can be no
assurance that such efforts can be accomplished successfully. The Company's
rapid growth and expansion, as well as its product development and selling,
general and administrative activities, have necessitated the increase in the
number of employees as well as increased responsibilities for the Company's
management. To support its growth, the Company is in final negotiations to lease
and improve new facilities that will allow all of its Irvine employees and
operations to be centralized on one campus. This relocation of the Company's
headquarters and Irvine operations could result in a

                                       5
7

temporary disruption of the Company's operations or a temporary diversion of
management attention and resources. From time to time the Company engages in
other relocations of employees or operations. If the Company sustains its growth
in the future, it will need to continue to implement and improve its
operational, financial and management information systems and to hire, train,
motivate and manage its expanding employee base. There can be no assurance that
the Company's systems, procedures and controls will be adequate to support the
Company's operations. Any difficulties resulting from relocation of employees or
operations or any failure to improve the Company's operational, financial and
management information systems, or to hire, train, motivate or manage its
employees could have a material adverse effect on the Company's business,
financial condition and results of operations.

         Dependence on Independent Foundries. The Company does not own or
operate a fabrication facility, and substantially all of its semiconductor
device requirements are currently supplied by two outside foundries, Taiwan
Semiconductor Manufacturing Corporation ("TSMC") in Taiwan and Chartered
Semiconductor Manufacturing ("Chartered") in Singapore. There are significant
risks associated with the Company's reliance on outside foundries, including the
lack of ensured wafer supply, limited control over delivery schedules, quality
assurance and control, manufacturing yields and production costs, and the
unavailability of or delays in obtaining access to key process technologies. In
addition, the manufacture of ICs is a highly complex and technologically
demanding process. Although the Company works closely with its foundries to
minimize the likelihood of reduced manufacturing yields, the Company's foundries
have from time to time experienced lower than anticipated manufacturing yields,
particularly in connection with the introduction of new products and the
installation and start-up of new process technologies.

         The Company provides its foundries with rolling forecasts of its
production requirements; however, the ability of each foundry to provide
semiconductor devices to the Company is limited by the foundry's available
capacity. Although the Company has entered into contractual commitments to
supply specified levels of products to certain of its customers, the Company
does not have a long-term volume purchase agreement or a guaranteed level of
production capacity with TSMC or Chartered because the Company believes excess
foundry capacity is currently available. The Company places its orders on a
purchase order basis, and these foundries may allocate capacity to the
production of other companies' products while reducing deliveries to the Company
on short notice. In particular, foundry customers that are larger and better
financed than the Company or that have long-term agreements with the Company's
foundries may cause such foundries to reallocate capacity in a manner adverse to
the Company. In addition, if the Company chooses to use a new foundry, several
months are typically required to complete the qualification process before the
Company can begin shipping the new foundry's products. Although the Company
primarily utilizes two independent foundries, most of the Company's components
are not manufactured at both foundries at any given time. Any inability of one
of the foundries to provide the necessary components could result in significant
delays and could have a material adverse effect on the Company's business,
financial condition and results of operations. In the event either foundry
experiences financial difficulties (whether as a result of the Asian economic
crisis or otherwise) or suffers any damage or destruction to its respective
facilities, or in the event of any other disruption of foundry capacity, the
Company may not be able to qualify alternative manufacturing sources for
existing or new products in a timely manner. Even the Company's current outside
foundries would need to have certain manufacturing processes qualified in the
event of disruption at another foundry, which the Company may not be able to
accomplish in a timely enough manner to prevent an interruption in supply of the
affected products. There can be no assurance that any such sources would be able
to produce ICs with acceptable manufacturing yields. Furthermore, there can be
no assurance that the Company's foundries will continue to deliver sufficient
quantities of semiconductor devices on a timely basis, will not experience lower
than expected manufacturing yields in the future, or will continue to have
excess capacity, any of which events could materially and adversely affect the
Company's business, financial condition and results of operations.

         Dependence on Third-Party Subcontractors for Assembly and Test.
Substantially all of the Company's products are assembled and tested by one of
two third-party subcontractors, ASAT Ltd. ("ASAT") in Hong Kong and ST Assembly
Test Services ("STATS") in Singapore. The Company does not have long-term
agreements with either of these suppliers and typically procures services from
such suppliers on a per order basis. The availability of assembly and testing
services from these subcontractors could be aversely affected in the event
either subcontractor experiences financial difficulties (whether as a result of
the Asian economic crisis or otherwise) or suffers any damage or destruction to
its respective facilities, or in the event of any other disruption of assembly
and testing capacity. As a result of this reliance on third-party subcontractors
for assembly and testing of its products, the Company cannot directly control
product delivery schedules, which has in the past, and could in the future
result in

                                       6
8

product shortages or quality assurance problems that could increase the costs of
manufacture, assembly or testing of the Company's products. Due to the amount of
time normally required to qualify assemblers and testers, if the Company is
required to find alternative manufacturing assemblers or testers of its
components, shipments could be delayed. Any problems associated with the
delivery, quality or cost of the Company's products could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         Risks Associated with Potential Acquisitions. As part of its business
strategy, the Company expects to review acquisition prospects that would
complement its existing product offerings, augment its market coverage or
enhance its technological capabilities. Although the Company has no current
agreements or negotiations underway with respect to any material acquisitions,
the Company may make acquisitions of businesses, products or technologies in the
future. However, there can be no assurance that the Company will be able to
locate suitable acquisition opportunities or to consummate any such acquisitions
on terms and conditions acceptable to the Company. Future acquisitions by the
Company could result in potentially dilutive issuances of equity securities,
large one-time write-offs, the incurrence of debt and contingent liabilities or
amortization expenses related to goodwill and other intangible assets, any of
which could materially adversely affect the Company's results of operations or
the price of the Company's Class A Common Stock. Furthermore, acquisitions
entail numerous risks, including difficulties in the assimilation and
integration of operations, personnel, technologies, products and the information
systems of the acquired companies, diversion of management's attention from
other business concerns, risks of entering geographic or business markets in
which the Company has no or limited prior experience and the potential loss of
key employees. Since the Company has not made any material acquisitions in the
past, no assurance can be given as to the ability of the Company to successfully
integrate any businesses, products, technologies or personnel that might be
acquired in the future, and the failure of the Company to do so could have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Risks Associated with Expansion of International Business Activities.
The Company currently procures substantially all of its manufacturing, assembly
and test services from suppliers located outside the United States and may
expand its manufacturing activities abroad. Approximately 15.1% and 13.1% of the
Company's total revenue in the three and six months ended June 30, 1998,
respectively, was derived from sales to independent customers based outside the
United States. In calendar year 1997, approximately 15.4% of the Company's total
revenue was derived from sales to independent customers based outside of the
United States. In addition, the Company often ships products to its domestic
customers' international manufacturing divisions and subcontractors.
Accordingly, the Company is subject to risks inherent in international
operations, which include, but are not limited to, political, social and
economic instability, trade restrictions, the imposition of governmental
controls, exposure to different legal standards (particularly with respect to
intellectual property), burdens of complying with a variety of foreign laws,
import and export license requirements, future import and export restrictions,
unexpected changes in regulatory requirements, foreign technical standards,
changes in tariffs, difficulties in staffing and managing operations,
difficulties in collecting receivables and potentially adverse tax consequences.
In particular, certain Asian countries have recently experienced significant
economic difficulties, including currency devaluation and instability, business
failures and a generally depressed business climate, particularly in the
semiconductor industry. In view of the Company's reliance on Asian foundries and
assemblers, and the Company's expanded international operations, the Asian
economic crisis may have a material adverse effect on the Company's business,
financial condition and results of operations.

         In addition, certain of the Company's products contain encryption or
other features that are subject to various government export regulations,
pursuant to which the Company has applied for export licenses. If such licenses
are not granted, the Company may be unable to manufacture such products at its
foreign foundries or to ship such products to certain customers located outside
the United States. There can be no assurance that the Company will obtain such
licenses or any licenses applied for in the future or that the failure to obtain
such licenses will not have a material adverse effect on the Company's business,
financial condition and results of operations. Moreover, demand for the
Company's products could be adversely affected by seasonality of international
sales and economic conditions in the Company's primary overseas markets. All of
the Company's international sales to date have been denominated in U.S. dollars.
As a result, an increase in the value of the U.S. dollar relative to foreign
currencies could make the Company's products less competitive in international
markets. There can be no assurance that the risks associated with the Company's
international operations will not materially adversely affect the Company's
business, financial condition and results of operations in the future or require
the Company to modify significantly its current business practices.

                                       7
9

         Reliance on Strategic Relationships. The Company has relied on in the
past, and intends to continue to form in the future, strategic relationships
with certain of its customers who are technology leaders in the Company's target
markets. These relationships often involve the proposed development by the
Company of new products involving significant technological challenges. Since
the proposed product under development may offer potential competitive
advantages to the strategic partner, considerable pressure is frequently placed
on the limited resources of the Company to meet development schedules. While an
essential element of the Company's strategy involves establishing such
relationships, these projects utilize substantial amounts of the Company's
limited resources, and could materially detract from or delay the completion of
other important development projects. Delays in development could impair the
relationship between the Company and its strategic partners. Moreover, there can
be no assurance that customers of the Company will not develop their own
solutions for products currently supplied by the Company, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Transition to Smaller Geometry Process Technologies. The Company
continuously evaluates the benefits, on a product-by-product basis, of migrating
to smaller geometry process technologies in order to reduce costs and has
commenced migration of certain products to smaller geometry processes. The
Company believes that the transition of its products to increasingly smaller
geometries will be important for the Company to remain competitive. The Company
has in the past experienced difficulty in migrating to new manufacturing
processes, which has resulted and could continue to result in reduced yields,
delays in product deliveries and increased expense levels. Moreover, the Company
is dependent on its relationships with its foundries to migrate to smaller
geometry processes successfully. No assurance can be given that the Company's
future process migrations will be achieved without difficulties, delays or
increased expenses. The Company's business, financial condition and results of
operations could be materially and adversely affected if any such transition is
substantially delayed or inefficiently implemented.

         Risks Associated with Intellectual Property Protection. The Company's
success and future revenue growth will depend, in part, on its ability to
protect its intellectual property. The Company relies primarily on patent,
copyright, trademark and trade secret laws, as well as nondisclosure agreements
and other methods to protect its proprietary technologies and processes. There
can be no assurance that such measures will provide meaningful protection for
the Company's proprietary technologies and processes. The Company has been
issued three United States patents and has filed fourteen United States patent
applications. There can be no assurance that any patent will issue as a result
of these applications or future applications or, if issued, that any claims
allowed will be sufficiently broad to protect the Company's technology. In
addition, there can be no assurance that any existing or future patents will not
be challenged, invalidated or circumvented, or that any right granted thereunder
would provide meaningful protection to the Company. The failure of any patents
to provide protection to the Company's technology would make it easier for the
Company's competitors to offer similar products. In connection with its
participation in the development of various industry standards, the Company may
be required to agree to license certain of its patents to other parties,
including its competitors, that develop products based upon the adopted
standards. The Company also generally enters into confidentiality agreements
with its employees and strategic partners, and generally controls access to and
distribution of its documentation and other proprietary information. Despite
these precautions, it may be possible for a third party to copy or otherwise
obtain and use the Company's products, services or technology without
authorization, develop similar technology independently or design around the
Company's patents. In addition, effective copyright, trademark and trade secret
protection may be unavailable or limited in certain foreign countries. Certain
of the Company's customers have entered into agreements with the Company
pursuant to which such customers have the right to use the Company's proprietary
technology in the event the Company defaults in its contractual obligations,
including product supply obligations, and fails to cure the default within a
specified period of time. Moreover, the Company often incorporates the
intellectual property of its strategic customers into its designs, and the
Company has certain obligations with respect to the non-use and non-disclosure
of such intellectual property. There can be no assurance that the steps taken by
the Company to prevent misappropriation or infringement of the intellectual
property of the Company or its customers will be successful. Moreover,
litigation may be necessary in the future to enforce the Company's intellectual
property rights, to protect the Company's trade secrets or to determine the
validity and scope of proprietary rights of others, including its customers.
Such litigation could result in substantial costs and diversion of management's
efforts and other Company resources and could have a material adverse effect on
the Company's business, financial condition and results of operations.

        The semiconductor industry is characterized by vigorous protection of
and pursuit of intellectual property rights. From time to time, the Company has
received, and may continue to receive in the future, notices of claims of

                                       8
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infringement of other parties' proprietary rights. The Company has received a
letter from counsel for BroadCom, Inc. asserting rights in the "Broadcom"
trademark and demanding that the Company cease and desist from any further use
of the Broadcom name. The Company and BroadCom, Inc. have exchanged
correspondence outlining their respective positions on the matter. In addition,
the Company is currently involved in litigation with Stanford
Telecommunications, Inc. ("STI") concerning the alleged infringement of one of
STI's patents by one or more of the Company's modem products and with Sarnoff
Corporation and Sarnoff Digital Communications, Inc. (collectively, "Sarnoff")
concerning the alleged misappropriation and misuse of certain Sarnoff trade
secrets by the Company. There can be no assurance that the Company will prevail
in these actions, or that other actions alleging infringement by the Company of
third-party patents, misappropriation or misuse by the Company of third-party
trade secrets or the invalidity of one or more patents held by the Company will
not be asserted or prosecuted against the Company, or that any assertions of
infringement, misappropriation or misuse or prosecutions seeking to establish
the invalidity of Company-held patents will not materially and adversely affect
the Company's business, financial condition and results of operations. For
example, in a patent or trade secret action, an injunction could issue against
the Company requiring that the Company withdraw certain products from the market
or necessitating that certain products offered for sale or under development be
redesigned; the Company has also entered into certain indemnification
obligations in favor of its customers and strategic partners that could be
triggered upon an allegation or finding of the Company's infringement,
misappropriation or misuse of other parties' proprietary rights. Irrespective of
the validity or successful assertion of such claims, the Company would likely
incur significant costs and diversion of its management and personnel resources
with respect to the defense of such claims, which could also have a material
adverse effect on the Company's business, financial condition and results of
operations. If any claims or actions are asserted against the Company, the
Company may seek to obtain a license under a third party's intellectual property
rights. There can be no assurance that under such circumstances a license would
be available on commercially reasonable terms, if at all.

         Lengthy Sales Cycle. The Company's sales cycle involves test and
evaluation of its products by the potential customer and design of the
customer's equipment to incorporate the Company's products. The sales cycle for
the test and evaluation of the Company's products can range from three to six
months or more, and it can take an additional six to nine months or more before
a customer commences volume production of equipment that incorporates the
Company's products. Because of this lengthy sales cycle, the Company may
experience a delay between increasing expenses for research and development,
sales and marketing, and general and administrative efforts, as well as
increasing investments in inventory, and the generation of revenues, if any,
from such expenditures. In addition, the delays inherent in such lengthy sales
cycle raise additional risks of customer decisions to cancel or change product
plans, which could result in the loss of anticipated sales by the Company.
Achieving a design win provides no assurance that such customer will ultimately
ship products incorporating the Company's products. The Company's business,
financial condition and results of operations could be materially adversely
affected if a significant customer curtails, reduces or delays orders during the
Company's sales cycle or chooses not to release products employing the Company's
products.

         Order and Shipment Uncertainties. The Company's sales are generally
made pursuant to individual purchase orders that may be canceled or deferred by
customers on short notice without significant penalty. Cancellation or deferral
of product orders could result in the Company holding excess inventory, which
could have a material adverse effect on the Company's profit margins and
restrict its ability to fund its operations. The Company recognizes revenue upon
shipment of products to the customer. Refusal of customers to accept shipped
products or delays or difficulties in collecting accounts receivable could
result in significant charges against income, which could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         Product Complexity. Products as complex as those offered by the Company
frequently contain errors, defects and bugs when first introduced or as new
versions are released. The Company has in the past experienced such errors,
defects and bugs. Delivery of products with production defects or reliability,
quality or compatibility problems could significantly delay or hinder market
acceptance of such products, which could damage the Company's reputation and
adversely affect the Company's ability to retain its existing customers and to
attract new customers. Moreover, such errors, defects or bugs could cause
problems, interruptions, delays or a cessation of sales to the Company's
customers. Alleviating such problems may require significant expenditures of
capital and resources by the Company. There can be no assurance that, despite
testing by the Company, its suppliers or its customers, errors, defects or bugs
will not be found in new products after commencement of commercial production,
resulting in additional development costs, loss of, or delays in, market
acceptance, diversion of technical and other resources from the Company's other
development efforts, product repair or replacement costs, claims by the

                                       9
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Company's customers or others against the Company, or the loss of credibility
with the Company's current and prospective customers. Any such event could have
a material adverse effect on the Company's business, financial condition and
results of operations.

         Cyclicality of the Semiconductor Industry. The Company provides
semiconductor devices to the broadband communications markets. The semiconductor
industry is highly cyclical and subject to rapid technological change and has
been subject to significant economic downturns at various times, characterized
by diminished product demand, accelerated erosion of average selling prices and
production overcapacity. The semiconductor industry also periodically
experiences increased demand and production capacity constraints. As a result,
the Company may experience substantial period-to-period fluctuations in future
results of operations due to general semiconductor industry conditions, overall
economic conditions or other factors.

         Limited Operating History. The Company was incorporated in August 1991
but did not begin shipping products until 1994. Accordingly, the Company has a
limited operating history upon which investors may evaluate the Company and its
prospects. The Company's recent revenue growth may not be sustainable and should
not be considered indicative of future revenue growth, if any. There can be no
assurance that the Company will be profitable in any future period. The
Company's prospects must be considered in light of the risks, challenges and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in intensely competitive and rapidly
evolving markets such as the semiconductor industry and the broadband
communications markets. To address these risks, the Company must, among other
things, successfully increase the scope of its operations, respond to
competitive and technological developments, continue to attract, retain and
motivate qualified personnel and continue to commercialize products
incorporating innovative technologies. There can be no assurance that the
Company will be successful in addressing these risks and challenges.

         Risks Associated with Government Regulation. The Federal Communications
Commission (the "FCC") has broad jurisdiction over each of the Company's target
markets. Although the Company's products are not directly subject to current
regulations of the FCC or any other federal or state communications regulatory
agency, much of the equipment into which the Company's products are incorporated
is subject to direct government regulation. Accordingly, the effects of
regulation on the Company's customers or the industries in which they operate
may, in turn, adversely impact the Company's business, financial condition and
results of operations. FCC regulatory policies affecting the ability of cable
operators or telephone companies to offer certain services and other terms on
which these companies conduct their businesses may impede sales of the Company's
products. For example, the Company has in the past experienced delays when
products incorporating its chips failed to comply with FCC emissions
specifications. In addition, the Company's business, financial condition and
results of operations may also be adversely affected by the imposition of
certain tariffs, duties and other import restrictions on components that the
Company obtains from non-domestic suppliers or by the imposition of export
restrictions on products that the Company sells internationally. The Company may
also be subject to regulation by countries other than the United States. Changes
in current laws or regulations or the imposition of new laws and regulations in
the United States or elsewhere, could materially and adversely affect the
Company's business, financial condition and results of operations.

         Control by Directors, Executive Officers and Their Affiliates. As of
June 30, 1998, the Company's directors and executive officers beneficially owned
approximately 54.5% of the outstanding Common Stock and 60.3% of the total
voting control of the Company. In particular, as of June 30, 1998, the two
founders of the Company, Dr. Henry T. Nicholas, III and Dr. Henry Samueli,
beneficially owned an aggregate of approximately 49.5% of the outstanding Common
Stock and 54.8% of the total voting control of the Company. Accordingly, such
persons will have sufficient voting power to control the outcome of matters
(including the election of a majority of the Board of Directors, and any merger,
consolidation or sale of all or substantially all of the Company's assets)
submitted to the shareholders for approval and will also have control over the
management and affairs of the Company. As a result of such control, certain
transactions may not be possible without the approval of such shareholders.
These transactions include proxy contests, mergers involving the Company, tender
offers, open market purchase programs or other purchases of Class A Common Stock
that could give shareholders of the Company the opportunity to realize a premium
over the then prevailing market price for their shares of Class A Common Stock.

         Year 2000 Compliance. Many existing computer systems and applications,
and other control devices, use only two digits to identify a year in the date
field, without considering the impact of the upcoming change in the century.
Others do not correctly process "leap year" dates. As a result, such systems and
applications could fail or create erroneous results unless corrected so that
they can correctly process data related to the year 2000 and beyond,

                                       10
12

but there can be no assurance that such upgrades will be completed on a timely
basis or without incurring substantial costs. The Company is evaluating its
products for material year 2000 compliance and will consider making any changes
to its current or future products required to achieve such compliance. There can
be no assurance, however, that the Company will make any such changes or that
any of the Company's products are or will be year 2000 compliant. The Company
relies on its systems, applications and devices in operating and monitoring all
major aspects of its business, including financial systems (such as general
ledger, accounts payable and payroll modules), customer services,
infrastructure, embedded computer chips, networks and telecommunications
equipment and end products. Although the Company is in the process of upgrading
its software to address the year 2000 issue, there can be no assurance that such
upgrades will be completed on a timely basis at reasonable costs, or that such
upgrades will be able to anticipate all of the problems triggered by the actual
impact of the year 2000. The Company also relies, directly and indirectly, on
external systems of suppliers for the management and control of fabrication,
assembly and testing of substantially all of the Company's products and of
business enterprises such as customers, suppliers, creditors, financial
organizations, and of governmental entities, both domestic and international,
for accurate exchange of data. The Company could be affected through disruptions
in the operation of the enterprises with which the Company interacts or from
general widespread problems or an economic crisis resulting from noncompliant
year 2000 systems. Despite the Company's efforts to address the year 2000 impact
on its internal systems and business operations, there can be no assurance that
such impact will not result in a material disruption of its business or have a
material adverse effect on the Company's business, financial condition or
results of operations.

         Future Capital Needs; Uncertainty of Additional Funding. The Company
believes that the aggregate net proceeds from its initial public offering and
sale of shares to Cisco Systems, together with cash generated from its
operations and funds available under its credit facility, will be sufficient to
meet its capital requirements for at least the next twelve months. Nonetheless,
the Company may elect to sell additional equity securities or to obtain
additional credit facilities. The Company's future capital requirements may vary
materially from those now planned and will depend on many factors, including,
but not limited to, the levels at which the Company maintains inventory and
accounts receivable, the market acceptance of the Company's products, the levels
of promotion and advertising required to launch such products and attain a
competitive position in the marketplace, volume pricing concessions, the
Company's business, product, capital expenditure and research and development
plans and technology roadmap, capital improvements to new and existing
facilities, technological advances, the response of competitors to the Company's
products and relationships with suppliers and customers. In addition, the
Company may require an increase in the level of working capital to accommodate
planned growth, hiring, infrastructure and facility needs, including the lease
of new facilities to centralize all Irvine employees and operations on one
campus, which lease is currently in final negotiations. Additional capital may
be required for consummation of any acquisitions of businesses, products or
technologies. To the extent the Company's existing resources and any future
earnings are insufficient to fund the Company's activities, the Company may need
to raise additional funds through public or private financing. No assurance can
be given that additional financing will be available or that if available, any
such financing can be obtained on terms favorable to the Company and its
shareholders. If adequate funds are not available, the Company may be required
to curtail its operations significantly or to obtain funds through arrangements
with strategic partners or others that may require the Company to relinquish
rights to certain of its technologies or potential markets. If additional funds
are raised through the issuance of equity securities, the percentage ownership
of the then existing shareholders of the Company would be reduced. Such equity
securities may have rights, preferences or privileges senior to those of the
holders of the Company's Common Stock.

         Stock Price Volatility. The trading price of the Company's Class A
Common Stock has been and could continue to be subject to wide fluctuations in
response to quarter to quarter variations in results of operations,
announcements of technological innovations or new products by the Company or its
competitors, general conditions in the semiconductor, telecommunications and
data communications equipment markets, changes in earnings estimates or buy/sell
recommendations by analysts, investor perceptions and expectations regarding the
products, plans and strategic position of the Company, its competitors and its
customers, or other events or factors. In addition, the public stock markets
have experienced extreme price and trading volume volatility, particularly in
high technology sectors of the market. This volatility has significantly
affected the market prices of securities of many technology companies for
reasons frequently unrelated to the operating performance of the specific
companies. These broad market fluctuations may adversely affect the market price
of the Company's Class A Common Stock.

         Potential Effect of Anti-Takeover Provisions. The Company's Articles of
Incorporation and Bylaws contain provisions that may discourage or prevent
certain types of transactions involving an actual or potential change in

                                       11
13

control of the Company, including transactions in which the shareholders might
otherwise receive a premium for their shares over then current market prices,
and may limit the ability of the shareholders to approve transactions that they
may deem to be in their best interests. In addition, the Company has outstanding
Class B Common Stock, which entitles each holder thereof to ten votes per share
on all matters presented for a shareholder vote. The Board of Directors also has
the authority to fix the rights and preferences of shares of the Company's
Preferred Stock and to issue such shares without a shareholder vote. It is
possible that the provisions in the Company's Articles of Incorporation and
Bylaws, the existence of super voting rights held by insiders and the ability of
the Board of Directors to issue Preferred Stock may have the effect of delaying,
deferring or preventing a change of control of the Company without further
action by the shareholders, may discourage bids for the Company's Class A Common
Stock at a premium over the market price of the Class A Common Stock and may
adversely affect the market price of the Class A Common Stock and the voting and
other rights of the holders of Class A Common Stock.

                                   SHAREHOLDER

         The table below sets forth (i) the number of shares of Class A Common
Stock owned by the Shareholder as of August 3, 1998, (ii) the number of Shares
to be sold pursuant to this offering, (iii) the number of shares of Class A
Common Stock to be retained by the Shareholder if all the Shares offered hereby
are in fact sold and (iv) the percentage of the outstanding Class A Common Stock
that the Shareholder will own if all the Shares are sold. The Shareholder is the
Company's Vice President of Worldwide Sales. The Shares were issued to the
Shareholder in connection with his exercise of a stock option granted under the
Company's 1994 Plan. The Shareholder paid for the Shares by delivering to the
Company a $1,800,000 full-recourse promissory note due in December 2002. The
note bears interest at the rate of 6.5% per annum, compounded semi-annually.

        The Shares offered by this Prospectus may be offered from time to time
by the Shareholder named below:
PERCENTAGE OF
                                                                    NUMBER OF     OUTSTANDING
                                   NUMBER OF         NUMBER OF      SHARES TO       CLASS A
                                  SHARES OWNED    SHARES OFFERED     BE OWNED     COMMON STOCK
     NAME OF                        BEFORE           FOR SALE         AFTER       OWNED AFTER
    SHAREHOLDER                   OFFERING(1)        HEREBY(2)      OFFERING(1)      SALE(3)
--------------------              -----------     --------------    -----------  --------------
Aurelio E. Fernandez                255,000           225,000          30,000          *
-------------------
 *  Less than 1%.

(1) The Shareholder holds an immediately exercisable stock option for 30,000
    shares of Class B Common Stock in addition to the 225,000 Shares of which he
    is the beneficial owner.

(2) This Registration Statement covers any additional shares of Class A Common
    Stock which become issuable in connection with the Shares by reason of any
    stock divided, stock split, recapitalization or other similar transaction
    effected without the Company's receipt of consideration which results in an
    increase in the number of the Company's outstanding shares of Class A Common
    Stock.

(3) The shares of Class B Common Stock purchasable under the Shareholder's
    option will automatically convert on a one-for-one basis into shares of
    Class A Common Stock upon the sale of those Class B shares.

                                       12
14

                              PLAN OF DISTRIBUTION

         The Company will receive no proceeds from the sale of the Shares
pursuant to this offering. The Shares offered hereby may be sold by Shareholder
from time to time through broker-dealer transactions effected on the Nasdaq
National Market at market prices prevailing at the time of sale. The
broker-dealers participating in such transactions may act as agent or may
acquire the Shares as principal. Any broker-dealer acting as agent may receive
commissions from the Shareholder and/or the purchasers of the Shares for whom
such broker-dealer is acting as agent. Usual and customary brokerage fees will
be paid by the Shareholder. Broker-dealers may agree with the Shareholder to
sell a specified number of Shares at a stipulated price per Share and, to the
extent such broker-dealer is unable to do so as agent for the Shareholder, to
purchase as principal any unsold Shares at the price required to fulfill the
broker-dealer commitment to the Shareholder. Broker-dealers who acquire the
Shares as principal may subsequently resell such Shares from time to time
(including sales to or through other broker-dealers) in transactions effected on
the Nasdaq National Market or through negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. In
connection with such resales, the broker-dealer may pay to or receive from the
purchasers of the Shares compensation in the form of discounts, concessions or
commissions, which may, as to a particular broker-dealer, be in excess of
customary commissions.

         The Shareholder and any broker-dealers who participate with the
Shareholder in the distribution of the Shares may under certain circumstances be
deemed to be "underwriters" within the meaning of the Securities Act. In such
event, the Shareholder may indemnify any such broker-dealer against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions received by the broker-dealers participating in the distribution and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Class A Common Stock of the
Company for a period of two (2) business days prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Shareholder
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which may
limit the timing of purchases and sales of shares of the Company's Class A
Common Stock by the Shareholder.

         The Shareholder will furnish each broker-dealer through whom the Shares
offered hereby may be sold such copies of this Prospectus as such person may
require.

                                       13
15

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference:

         (a) The Company's Registration Statement No. 333-45619 on Form S-1
             filed with the Commission on February 5, 1998, together with the
             amendments thereto on Forms S-1/A filed with the Commission on
             February 27, 1998, March 10, 1998, March 23, 1998, April 8, 1998,
             April 15, 1998 and April 16, 1998, respectively.

         (b) The Company's prospectus filed with the Commission on April 17,
             1998 pursuant to Rule 424(b) promulgated under the Securities Act
             in connection with the Company's Registration Statement No.
             333-45619 on Form S-1, in which there is set forth the Company's
             audited financial statements for the fiscal year ended December 31,
             1997.

         (c) The Company's Quarterly Reports on Form 10-Q for the fiscal
             quarters ended March 31, 1998 and June 30, 1998 filed with the
             Commission on May 15, 1998 and August 4, 1998, respectively.

         (d) The Company's Registration Statement No. 000-23993 on Form 8-A
             filed with the Commission on April 6, 1998, in which there is
             described the terms, rights and provisions applicable to the
             Company's outstanding Class A Common Stock.

         (e) All other documents filed by the Company pursuant to Section 13(a),
             13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
             this Prospectus and prior to the termination of the offering of the
             Shares.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom a copy of this Prospectus is delivered, upon the request of
any such person, a copy of any or all of the documents which are incorporated
herein by reference (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into the information this
Prospectus incorporates). Requests should be directed to Broadcom Corporation,
16251 Laguna Canyon Road, Irvine, California, 92618, Attention: William J.
Ruehle, Vice President and Chief Financial Officer; telephone number: (949)
450-8700.

                                       14
16

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (a) The Registrant's Registration Statement No. 333-45619 on Form S-1
             filed with the Commission on February 5, 1998, together with the
             amendments thereto on Forms S-1/A filed with the Commission on
             February 27, 1998, March 10, 1998, March 23, 1998, April 8, 1998,
             April 15, 1998 and April 16, 1998, respectively;

         (b) The Registrant's prospectus filed with the Commission on April 17,
             1998 under Rule 424(b) promulgated under the 1933 Act, in
             connection with Registrant's Registration Statement No. 333-45619,
             in which there is set forth the audited financial statements for
             the Registrant's fiscal year ended December 31, 1997;

         (c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
             quarters ended March 31, 1998 and June 30, 1998, filed with the
             Commission on May 15, 1998 and August 4, 1998, respectively; and

         (d) The Registrant's Registration Statement No. 000-23993 on Form 8-A
             filed with the Commission on April 6, 1998, in which there is
             described the terms, rights and provisions applicable to the
             Registrant's outstanding 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
Exchange, as amended (the "Exchange Act") 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

         The terms, rights and provisions applicable to the Class A Common Stock
are set forth in the Registrant's Registration Statement No. 000-23993 on Form
8-A which is incorporated by reference into this Registration Statement pursuant
to Item 3(d). The shares of the Class B Common Stock are substantially identical
to the shares of Class A Common Stock, except that the holders of Class A Common
Stock are entitled to one (1) vote per share and the holders of the Class B
Common Stock are entitled to ten (10) votes per share on all matters submitted
to shareholder vote. In addition, each share of Class B Common Stock is
convertible at the option of the holder into one (1) share of Class A Common
Stock and will automatically convert into one (1) share of Class A Common Stock
upon the sale of the Class B Common Stock by the original holder.

                                      II-1
17

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant'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) contacts 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 the Company's shareholders for any
violation by a director of the director's fiduciary duty to the company or its
shareholders.

         The Registrant's Articles of Incorporation also include an
authorization for the Registrant 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,
the Registrant's Bylaws provide for indemnification of the Registrant's
directors, officers and employees. In addition, the Registrant may, at its
discretion, provide indemnification to persons whom the Registrant is not
obligated to indemnify. The Bylaws also allow the Registrant 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 the Registrant's Bylaws and Articles of
Incorporation, may require the Registrant, 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 the Registrant'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 expense incurred)
arising under the Securities Act.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Exhibit Number    Exhibit
--------------    -------
4.1              Instruments Defining the Rights of Shareholders. Reference is
                  made to Registrant's Registration Statement No. 000-23993 on
                  Form 8-A, together with the 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-4 of this
                  Registration Statement.

99.1              Broadcom Corporation 1998 Stock Incentive Plan.

99.2              Form of Notice of Grant of Stock Option.

99.3              Form of Stock Option Agreement.
II-2
18
Exhibit Number    Exhibit
--------------    -------
99.4              Form of Addendum to Stock Option Agreement (Involuntary
                  Termination Following Change In Control).

99.5              Form of Addendum to Stock Option Agreement (Limited Stock
                  Appreciation Right).

99.6              Form of Stock Issuance Agreement.

99.7              Form of Addendum to Stock Issuance Agreement (Involuntary
                  Termination Following Change in Control).

99.8              Form of Stock Purchase Agreement

99.9              Form of Notice of Grant of Automatic Stock Option (Initial
                  Grant).

90.10             Form of Notice of Grant of Automatic Stock Option (Annual
                  Grant).

99.11             Form of Automatic Stock Option Agreement.

99.12             Broadcom Corporation 1998 Employee Stock Purchase Plan,
                  as amended.

99.13             Form of Enrollment/Change Form.

99.14             Form of ESPP Stock Purchase Agreement.
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
Registrant's 1998 Stock Incentive Plan or 1998 Employee Stock Purchase Plan.

         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 or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
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.

                                      II-3
19

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of Securities, 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 the City of Irvine, State of California on this
3rd day of August, 1998.

                                           BROADCOM CORPORATION

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

                                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, the 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 Securities, 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 Securities, 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, Ph.D.      Co-Chairman, President and            August 3, 1998
-----------------------------------    Chief Executive Officer
     Henry T. Nicholas, III, Ph.D.     (Principal Executive Officer)

 /s/ Henry Samueli, Ph.D.              Co-Chairman, Vice President of        August 3, 1998
-----------------------------------    Research & Development and Chief
     Henry Samueli, Ph.D.              Technical Officer
II-4
20
Signature                              Title                                     Date
---------                              -----                                     ----
/s/ William J. Ruehle                 Vice President and Chief Financial    August 3, 1998
-----------------------------------    Officer (Principal Financial
     William J. Ruehle                 and Accounting Officer)

 /s/ Alan E. Ross                      Director                              August 3, 1998
-----------------------------------
     Alan E. Ross

 /s/ Myron S. Eichen                   Director                              August 3, 1998
-----------------------------------
Myron S. Eichen
II-5
21

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              BROADCOM CORPORATION
22

                                 EXHIBIT INDEX
Exhibit Number    Exhibit
--------------    -------
4.1              Instruments Defining the Rights of Shareholders. Reference is
                  made to Registrant's Registration Statement No. 000-23993 on
                  Form 8-A, together with the 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-4 of this
                  Registration Statement.

99.1              Broadcom Corporation 1998 Stock Incentive Plan.

99.2              Form of Notice of Grant of Stock Option.

99.3              Form of Stock Option Agreement.

99.4              Form of Addendum to Stock Option Agreement (Involuntary
                  Termination Following Change In Control).

99.5              Form of Addendum to Stock Option Agreement (Limited Stock
                  Appreciation Right).

99.6              Form of Stock Issuance Agreement.

99.7              Form of Addendum to Stock Issuance Agreement (Involuntary
                  Termination Following Change in Control).

99.8              Form of Stock Purchase Agreement

99.9              Form of Notice of Grant of Automatic Stock Option (Initial
                  Grant).

90.10             Form of Notice of Grant of Automatic Stock Option (Annual
                  Grant).

99.11             Form of Automatic Stock Option Agreement.

99.12             Broadcom Corporation 1998 Employee Stock Purchase Plan,
                  as amended.

99.13             Form of Enrollment/Change Form.

99.14             Form of ESPP Stock Purchase Agreement.