<PAGE>   1
           As filed with the Securities and Exchange Commission on June 26, 1996
                                            Registration No. 33-                
================================================================================

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

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

                 California                                      77-0016691

(State or other jurisdiction of incorporation)                  (IRS Employer
                                                             Identification No.)

                              2610 Orchard Parkway
                         San Jose, California 95134-2020
          (Address of principal executive offices, including zip code)

                         1988 Director Stock Option Plan
                             1996 Stock Option Plan
                            (Full Title of the Plan)

                                  RODNEY SMITH
                                    PRESIDENT
                               ALTERA CORPORATION
                              2610 ORCHARD PARKWAY
                         SAN JOSE, CALIFORNIA 95134-2020
                     (Name and address of agent for service)
                                 (408) 894-7000
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            THOMAS C. DeFILIPPS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

<TABLE>
<CAPTION>
=====================================================================================================================
                         CALCULATION OF REGISTRATION FEE

                                                          Proposed Maximum      Proposed Maximum                    
                                         Amount to be    Offering Price Per    Aggregate Offering        Amount of
Title of Securities to be Registered      Registered           Share(1)             Price(1)         Registration Fee
- ------------------------------------    -------------    ------------------    ------------------    ----------------
<S>                                     <C>              <C>                   <C>                   <C>        
Common Stock issuable under                                         
  1988 Director Stock Option Plan              70,000         $38.63 (1)           $ 2,704,100         $    932.45
  1996 Stock Option Plan                    2,000,000         $38.63 (1)            77,260,000           26,641.57
                                         ------------                              -----------         -----------
                                            2,070,000                              $79,964,100         $ 27,574.02
=====================================================================================================================
</TABLE>

================================================================================

(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the average of the high and low
sales prices reported by The Nasdaq National Market on June 20, 1996.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INFORMATION INCORPORATED BY REFERENCE.

         The Registrant hereby incorporates by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

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

         2.    The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.

         3.    The description of the Company's Common Stock which is contained 
in the Registration Statement on Form 8-A filed on March 18, 1988, under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating any such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of 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 have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

Item 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

Item. 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify officers and directors of the Registrant to the full
extent permitted by Section 317 of the California General Corporation Law and
applicable law. Section 317 of the California General Corporation law makes
provisions for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant has entered into indemnification agreements to such effect with its
officers and directors.
<PAGE>   3
Item 8.        EXHIBITS.

                 Exhibit
                 Number
                 -------

                   5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, 
                           Professional Corporation
                  10.1     1988 Director Stock Option Plan*
                  10.2     1996 Stock Option Plan**
                  10.3     Form of Stock Option Agreement***
                  23.1     Consent of Price Waterhouse LLP
                  23.2     Consent of Wilson, Sonsini, Goodrich & Rosati,
                           Professional Corporation (contained in Exhibit 5.1)
                  24.1     Power of Attorney (see page II-4)
- --------------------
*     Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

**    Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

***   Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

Item 9.        UNDERTAKINGS.

         (a)   The undersigned Registrant hereby undertakes:

               (1)    To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

               (2)    That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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


                                      II-2
<PAGE>   4
         (c)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of Part
II of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.


                                      II-3
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 San Jose, State of California, on June 17, 1996.

                                            ALTERA CORPORATION


                                            By: /S/RODNEY SMITH
                                                --------------------------------
                                                   Rodney Smith, President


                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

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

<S>                               <C>                                                     <C>
                                  President and Chief Executive Officer (Principal        June 17, 1996
/S/RODNEY SMITH                   Executive Officer), and Chairman of the Board of
- ------------------------------    Directors
Rodney Smith

                                  Vice President, Finance and Chief Financial Officer     June 17, 1996
/S/NATHAN M. SARKISIAN            (Principal Financial and Accounting Officer)
- ------------------------------
Nathan M. Sarkisian

                                  Vice President, Administration and Director             June 17, 1996
/S/PAUL NEWHAGEN
- ------------------------------
Paul Newhagen

                                  Director                                                June 17, 1996
/S/MICHAEL A. ELLISON
- ------------------------------
Michael A. Ellison

                                  Director                                                June 17, 1996
/S/ROBERT W. REED
- ------------------------------
Robert W. Reed

                                  Director                                                June 17, 1996
/S/WILLIAM E. TERRY
- ------------------------------
William E. Terry

                                  Director                                                June 17, 1996
/S/DEBORAH D. TRIANT
- ------------------------------
Deborah D. Triant
</TABLE>


                                      II-4
<PAGE>   6
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                               Altera Corporation

                                  June 26, 1996
<PAGE>   7
                                INDEX TO EXHIBITS

    Exhibit
    Number                              Description    
    -------   ------------------------------------------------------------------
      5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
              Corporation
     10.1     1988 Director Stock Option Plan*
     10.2     1996 Stock Option Plan**
     10.3     Form of Stock Option Agreement***
     23.1     Consent of Price Waterhouse LLP
     23.2     Consent of Wilson, Sonsini, Goodrich & Rosati, Professional
              Corporation (contained in Exhibit 5.1)
     24.1     Power of Attorney (see page II-4)
- --------------------
*     Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

**    Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

***   Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15100}]
{"company-data": {"conformed-name": "ALTERA CORP", "cik": "0000768251", "assigned-sic": "3674", "irs-number": "770016691", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06859", "film-number": "96586063"}, "business-address": {"street1": "2610 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95134-2020", "phone": "4088947000"}, "mail-address": {"street1": "2610 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95134-2020"}}
1
           As filed with the Securities and Exchange Commission on June 26, 1996
                                            Registration No. 33-                
================================================================================

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

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

                 California                                      77-0016691

(State or other jurisdiction of incorporation)                  (IRS Employer
                                                             Identification No.)

                              2610 Orchard Parkway
                         San Jose, California 95134-2020
          (Address of principal executive offices, including zip code)

                         1988 Director Stock Option Plan
                             1996 Stock Option Plan
                            (Full Title of the Plan)

                                  RODNEY SMITH
                                    PRESIDENT
                               ALTERA CORPORATION
                              2610 ORCHARD PARKWAY
                         SAN JOSE, CALIFORNIA 95134-2020
                     (Name and address of agent for service)
                                 (408) 894-7000
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            THOMAS C. DeFILIPPS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
=====================================================================================================================
                         CALCULATION OF REGISTRATION FEE

                                                          Proposed Maximum      Proposed Maximum                    
                                         Amount to be    Offering Price Per    Aggregate Offering        Amount of
Title of Securities to be Registered      Registered           Share(1)             Price(1)         Registration Fee
- ------------------------------------    -------------    ------------------    ------------------    ----------------
Common Stock issuable under                                         
  1988 Director Stock Option Plan              70,000         $38.63 (1)           $ 2,704,100         $    932.45
  1996 Stock Option Plan                    2,000,000         $38.63 (1)            77,260,000           26,641.57
                                         ------------                              -----------         -----------
                                            2,070,000                              $79,964,100         $ 27,574.02
=====================================================================================================================
================================================================================

(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the average of the high and low
sales prices reported by The Nasdaq National Market on June 20, 1996.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INFORMATION INCORPORATED BY REFERENCE.

         The Registrant hereby incorporates by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

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

         2.    The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.

         3.    The description of the Company's Common Stock which is contained 
in the Registration Statement on Form 8-A filed on March 18, 1988, under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating any such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of 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 have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

Item 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

Item. 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify officers and directors of the Registrant to the full
extent permitted by Section 317 of the California General Corporation Law and
applicable law. Section 317 of the California General Corporation law makes
provisions for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant has entered into indemnification agreements to such effect with its
officers and directors.
3
Item 8.        EXHIBITS.

                 Exhibit
                 Number
                 -------

                   5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, 
                           Professional Corporation
                  10.1     1988 Director Stock Option Plan*
                  10.2     1996 Stock Option Plan**
                  10.3     Form of Stock Option Agreement***
                  23.1     Consent of Price Waterhouse LLP
                  23.2     Consent of Wilson, Sonsini, Goodrich & Rosati,
                           Professional Corporation (contained in Exhibit 5.1)
                  24.1     Power of Attorney (see page II-4)
- --------------------
*     Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

**    Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

***   Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

Item 9.        UNDERTAKINGS.

         (a)   The undersigned Registrant hereby undertakes:

               (1)    To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

               (2)    That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

                                      II-2
4
         (c)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of Part
II of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      II-3
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 San Jose, State of California, on June 17, 1996.

                                            ALTERA CORPORATION

                                            By: /S/RODNEY SMITH
                                                --------------------------------
                                                   Rodney Smith, President

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                      TITLE                                DATE
- ------------------------------    ----------------------------------------------------    -------------
President and Chief Executive Officer (Principal        June 17, 1996
/S/RODNEY SMITH                   Executive Officer), and Chairman of the Board of
- ------------------------------    Directors
Rodney Smith

                                  Vice President, Finance and Chief Financial Officer     June 17, 1996
/S/NATHAN M. SARKISIAN            (Principal Financial and Accounting Officer)
- ------------------------------
Nathan M. Sarkisian

                                  Vice President, Administration and Director             June 17, 1996
/S/PAUL NEWHAGEN
- ------------------------------
Paul Newhagen

                                  Director                                                June 17, 1996
/S/MICHAEL A. ELLISON
- ------------------------------
Michael A. Ellison

                                  Director                                                June 17, 1996
/S/ROBERT W. REED
- ------------------------------
Robert W. Reed

                                  Director                                                June 17, 1996
/S/WILLIAM E. TERRY
- ------------------------------
William E. Terry

                                  Director                                                June 17, 1996
/S/DEBORAH D. TRIANT
- ------------------------------
Deborah D. Triant
II-4
6
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                               Altera Corporation

                                  June 26, 1996
7
                                INDEX TO EXHIBITS

    Exhibit
    Number                              Description    
    -------   ------------------------------------------------------------------
      5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
              Corporation
     10.1     1988 Director Stock Option Plan*
     10.2     1996 Stock Option Plan**
     10.3     Form of Stock Option Agreement***
     23.1     Consent of Price Waterhouse LLP
     23.2     Consent of Wilson, Sonsini, Goodrich & Rosati, Professional
              Corporation (contained in Exhibit 5.1)
     24.1     Power of Attorney (see page II-4)
- --------------------
*     Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

**    Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

***   Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31, 1995.