<PAGE>

                    As filed with the Securities and Exchange Commission on
February 25, 2000.

                                                   Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          INTERSIL HOLDING CORPORATION
             (Exact name of Registrant as specified in its charter)

                              2401 Palm Bay Road NE
        Delaware                Palm Bay, FL 32905               59-3590018
(State of Incorporation)  (Address of principal executive   (I.R.S. Employer
                                offices) (Zip Code)         Identification No.)

                          INTERSIL HOLDING CORPORATION
                          1999 EQUITY COMPENSATION PLAN

                      INTERSIL HOLDING CORPORATION EMPLOYEE
                               STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                             Stephen M. Moran, Esq.
                                 General Counsel
                          Intersil Holding Corporation
                              2401 Palm Bay Road NE
                             Palm Bay, Florida 32905
                     (Name and address of agent for service)
                                 (321) 724-7000
          (Telephone number, including area code, of agent for service)

                                 With a Copy to:

                           Christopher G. Karras, Esq.
                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
          Title Of                                       Proposed                Proposed
         Securities                  Amount              Maximum                  Maximum                 Amount Of
            To Be                    To Be               Offering                Aggregate              Registration
         Registered                Registered       Price Per Share(1)       Offering Price(1)               Fee
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                       <C>                    <C>
Class A Common Stock of
Intersil Holding Corporation,  8,833,334 shares    $    0.05                  $441,666.70            $   130.29
par value $.01 per share
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The amounts are based upon a bonafide estimate of the offering price
     and are used solely for the purpose of calculating the registration
     fee in accordance with paragraphs (a) and (h) of Rule 457 promulgated
     under the Securities Act of 1933.

===============================================================================
s


<PAGE>




                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents of Intersil Holding Corporation (the
"Registrant") which we have filed or plan to file with the Commission are
incorporated by reference in this Registration Statement as of their respective
dates:

                  (a) The prospectus filed pursuant to Rule 424(b) under the
Securities Act, in connection with our initial public offering of common stock
which we registered on a registration statement on Form S-1 (File No.
333-95199), filed January 21, 2000, as amended;

                  (b) all reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
July 2, 1999;

                  (c) the description of our Class A Common Stock contained in
the registration statement on Form S-1 (File No. 333-95199), filed January 21,
2000, as amended, and including any amendment or report filed for the purpose of
updating such description;

                  (d) all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.
<PAGE>

Item 6.  Indemnification of Directors and Officers.

                  As permitted by the Delaware General Corporation Law, (the
"Delaware Code") Article 4 of the Registrant's Bylaws provide for th`e
indemnification of any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that such person is or was a director or officer of the
Registrant or a constituent corporation absorbed in a consolidation or merger,
or is or was serving at the request of the Registrant or a constituent
corporation absorbed in a consolidation or merger, as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
is or was a director or officer of the Registrant or other enterprise, or is or
was a director or officer of the Registrant serving at its request as an
administrator, trustee or other fiduciary of one or more of the employee benefit
plans of the Registrant or other enterprise, against expenses (including
attorneys' fees), liability and loss actually and reasonably incurred or
suffered by such person in connection with such proceeding, whether or not the
indemnified liability arises or arose from any threatened, pending or completed
proceeding by or in the right of the Registrant, except to the extent that such
indemnification is prohibited by applicable law. The Registrant's Bylaws also
provide that such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled as a matter of law or under
any bylaw, agreement, vote of stockholders or otherwise.

                  Also, pursuant to the Delaware Code, the Registrant's Bylaws
set forth the extent to which the Registrant is authorized to indemnify and
advance expenses to its directors or officers. The Registrant may indemnify any
person subject to any action by reason of the fact that he is or was a director
or officer of the Registrant. Any determination that indemnification by the
Registrant in a specific case is proper must be made by a majority of
uninterested directors or independent legal counsel. To the extent permitted by
law, the Registrant must advance to officers and directors their expenses
incurred in defending a civil or criminal action in advance of the final
disposition of such action.

                  The Bylaws also authorize the Registrant to purchase and
maintain insurance, or make other financial arrangements, on behalf of any
director or officer of the Registrant for any liability incurred by him in his
capacity as such, whether or not the Registrant has the authority to indemnify
him against such liability.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:

                                      -2-

<PAGE>

<TABLE>
<CAPTION>
         Exhibit Number                              Description
         --------------                              -----------

<S>                                 <C>
                  4.1               The relevant portions the Certificate of Incorporation, as amended, of the
                                    Registrant defining the rights of holders of Class A Common Stock (which is
                                    set forth on Exhibit 3.01 to the registration statement on Form S-1
                                    (File No. 333-95199), filed January 21, 2000).

                  4.2               Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the
                                    registration statement on Form S-1 (File No. 333-95199), filed January 21,
                                    2000).

                  5.1               Opinion of Dechert Price & Rhoads (counsel to the Registrant).

                  23.1              Consent of Ernst & Young LLP

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

(iii)    to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement;

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


                                      -3-
<PAGE>

                  (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in 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.


                                      -4-
<PAGE>

                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 Palm Bay, state of Florida, on this
25th day of February, 2000.

                                      INTERSIL HOLDING CORPORATION



                                      By: GREGORY L. WILLIAMS
                                          -------------------------------------
                                          Gregory L. Williams
                                          Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory L. Williams and Daniel
J. Heneghan, each and individually, his attorneys-in-fact, with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement
and to file the same with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each such
attorney-in-fact, or his agent or substitutes, may do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date indicated.

<TABLE>

<S>                                                          <C>

GREGORY L. WILLIAMS
------------------------------------------------------------ Chief Executive Officer and Director
Gregory L. Williams                                          (principal executive officer)


DANIEL J. HENEGHAN
------------------------------------------------------------ Assistant Secretary, Controller and Vice President
Daniel J. Heneghan                                           (principal financial and accounting officer)


JAMES A. URRY
------------------------------------------------------------ Director
James A. Urry


GARY E. GIST
------------------------------------------------------------ Director
Gary E. Gist
</TABLE>


                                      -5-
<PAGE>






                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>

          Exhibit No.            Document
          -----------            --------

<S>                              <C>
              4.1                The relevant portions the Certificate of Incorporation, as amended, of the
                                 Registrant defining the rights of holders of Class A Common Stock (which is
                                 set forth on Exhibit 3.01 to the registration statement on Form S-1 (File No.
                                 333-95199), filed January 21, 2000).

              4.2                Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the
                                 registration statement on Form S-1 (File No. 333-95199), filed January 21, 2000).

              5.1                Opinion of Dechert Price & Rhoads (counsel to the Registrant).

             23.1                Consent of Ernst & Young LLP

             24.1                Power of Attorney (included on signature page).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18676}]
{"company-data": {"conformed-name": "INTERSIL HOLDING CO", "cik": "0001096325", "assigned-sic": "3674", "irs-number": "593590018", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31094", "film-number": "553053"}, "business-address": {"street1": "2401 PALM BAY ROAD NORTHEAST", "city": "PALM BAY", "state": "FL", "zip": "32905", "phone": "4077247000"}, "mail-address": {"street1": "2401 PALM BAY ROAD NORTHEAST", "city": "PALM BAY", "state": "FL", "zip": "32905"}}
As filed with the Securities and Exchange Commission on
February 25, 2000.

                                                   Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          INTERSIL HOLDING CORPORATION
             (Exact name of Registrant as specified in its charter)

                              2401 Palm Bay Road NE
        Delaware                Palm Bay, FL 32905               59-3590018
(State of Incorporation)  (Address of principal executive   (I.R.S. Employer
                                offices) (Zip Code)         Identification No.)

                          INTERSIL HOLDING CORPORATION
                          1999 EQUITY COMPENSATION PLAN

                      INTERSIL HOLDING CORPORATION EMPLOYEE
                               STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                             Stephen M. Moran, Esq.
                                 General Counsel
                          Intersil Holding Corporation
                              2401 Palm Bay Road NE
                             Palm Bay, Florida 32905
                     (Name and address of agent for service)
                                 (321) 724-7000
          (Telephone number, including area code, of agent for service)

                                 With a Copy to:

                           Christopher G. Karras, Esq.
                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
          Title Of                                       Proposed                Proposed
         Securities                  Amount              Maximum                  Maximum                 Amount Of
            To Be                    To Be               Offering                Aggregate              Registration
         Registered                Registered       Price Per Share(1)       Offering Price(1)               Fee
----------------------------------------------------------------------------------------------------------------------
Class A Common Stock of
Intersil Holding Corporation,  8,833,334 shares    $    0.05                  $441,666.70            $   130.29
par value $.01 per share
----------------------------------------------------------------------------------------------------------------------
(1)  The amounts are based upon a bonafide estimate of the offering price
     and are used solely for the purpose of calculating the registration
     fee in accordance with paragraphs (a) and (h) of Rule 457 promulgated
     under the Securities Act of 1933.

===============================================================================
s
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents of Intersil Holding Corporation (the
"Registrant") which we have filed or plan to file with the Commission are
incorporated by reference in this Registration Statement as of their respective
dates:

                  (a) The prospectus filed pursuant to Rule 424(b) under the
Securities Act, in connection with our initial public offering of common stock
which we registered on a registration statement on Form S-1 (File No.
333-95199), filed January 21, 2000, as amended;

                  (b) all reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
July 2, 1999;

                  (c) the description of our Class A Common Stock contained in
the registration statement on Form S-1 (File No. 333-95199), filed January 21,
2000, as amended, and including any amendment or report filed for the purpose of
updating such description;

                  (d) all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.
Item 6.  Indemnification of Directors and Officers.

                  As permitted by the Delaware General Corporation Law, (the
"Delaware Code") Article 4 of the Registrant's Bylaws provide for th`e
indemnification of any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that such person is or was a director or officer of the
Registrant or a constituent corporation absorbed in a consolidation or merger,
or is or was serving at the request of the Registrant or a constituent
corporation absorbed in a consolidation or merger, as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
is or was a director or officer of the Registrant or other enterprise, or is or
was a director or officer of the Registrant serving at its request as an
administrator, trustee or other fiduciary of one or more of the employee benefit
plans of the Registrant or other enterprise, against expenses (including
attorneys' fees), liability and loss actually and reasonably incurred or
suffered by such person in connection with such proceeding, whether or not the
indemnified liability arises or arose from any threatened, pending or completed
proceeding by or in the right of the Registrant, except to the extent that such
indemnification is prohibited by applicable law. The Registrant's Bylaws also
provide that such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled as a matter of law or under
any bylaw, agreement, vote of stockholders or otherwise.

                  Also, pursuant to the Delaware Code, the Registrant's Bylaws
set forth the extent to which the Registrant is authorized to indemnify and
advance expenses to its directors or officers. The Registrant may indemnify any
person subject to any action by reason of the fact that he is or was a director
or officer of the Registrant. Any determination that indemnification by the
Registrant in a specific case is proper must be made by a majority of
uninterested directors or independent legal counsel. To the extent permitted by
law, the Registrant must advance to officers and directors their expenses
incurred in defending a civil or criminal action in advance of the final
disposition of such action.

                  The Bylaws also authorize the Registrant to purchase and
maintain insurance, or make other financial arrangements, on behalf of any
director or officer of the Registrant for any liability incurred by him in his
capacity as such, whether or not the Registrant has the authority to indemnify
him against such liability.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:

                                      -2-
Exhibit Number                              Description
         --------------                              -----------
4.1               The relevant portions the Certificate of Incorporation, as amended, of the
                                    Registrant defining the rights of holders of Class A Common Stock (which is
                                    set forth on Exhibit 3.01 to the registration statement on Form S-1
                                    (File No. 333-95199), filed January 21, 2000).

                  4.2               Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the
                                    registration statement on Form S-1 (File No. 333-95199), filed January 21,
                                    2000).

                  5.1               Opinion of Dechert Price & Rhoads (counsel to the Registrant).

                  23.1              Consent of Ernst & Young LLP

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

(iii)    to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement;

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

                                      -3-
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in 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.

                                      -4-
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 Palm Bay, state of Florida, on this
25th day of February, 2000.

                                      INTERSIL HOLDING CORPORATION

                                      By: GREGORY L. WILLIAMS
                                          -------------------------------------
                                          Gregory L. Williams
                                          Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory L. Williams and Daniel
J. Heneghan, each and individually, his attorneys-in-fact, with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement
and to file the same with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each such
attorney-in-fact, or his agent or substitutes, may do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date indicated.
GREGORY L. WILLIAMS
------------------------------------------------------------ Chief Executive Officer and Director
Gregory L. Williams                                          (principal executive officer)

DANIEL J. HENEGHAN
------------------------------------------------------------ Assistant Secretary, Controller and Vice President
Daniel J. Heneghan                                           (principal financial and accounting officer)

JAMES A. URRY
------------------------------------------------------------ Director
James A. Urry

GARY E. GIST
------------------------------------------------------------ Director
Gary E. Gist
-5-
EXHIBIT INDEX
                                  -------------
Exhibit No.            Document
          -----------            --------
4.1                The relevant portions the Certificate of Incorporation, as amended, of the
                                 Registrant defining the rights of holders of Class A Common Stock (which is
                                 set forth on Exhibit 3.01 to the registration statement on Form S-1 (File No.
                                 333-95199), filed January 21, 2000).

              4.2                Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the
                                 registration statement on Form S-1 (File No. 333-95199), filed January 21, 2000).

              5.1                Opinion of Dechert Price & Rhoads (counsel to the Registrant).

             23.1                Consent of Ernst & Young LLP

             24.1                Power of Attorney (included on signature page).