<PAGE>   1
       As filed with the Securities and Exchange Commission on September 4, 1998
                                                      Registration No. 333-_____
================================================================================

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

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

<TABLE>
<S>                                                      <C>
                    Delaware                                         77-0016691
----------------------------------------------           ---------------------------------
(State or other jurisdiction of incorporation)           (IRS Employer Identification No.)
</TABLE>

                              101 Innovation Drive
                           San Jose, California 95134
          (Address of principal executive offices, including zip code)

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

                             1996 Stock Option Plan
                        1987 Employee Stock Purchase Plan
                         1998 Director Stock Option Plan
                             1998 Stock Option Grant
                            (Full Title of the Plans)
                                  ------------

                                  RODNEY SMITH
                      President and Chief Executive Officer
                               ALTERA CORPORATION
                              101 Innovation Drive
                           San Jose, California 95134
                     (Name and address of agent for service)
                                 (408) 544-7000
          (Telephone number, including area code, of agent for service)
                                   ----------

                                   Copies to:
  C. WENDELL BERGERE, ESQ.                         THOMAS C. DeFILIPPS, ESQ.
     ALTERA CORPORATION                        WILSON SONSINI GOODRICH & ROSATI
    101 Innovation Drive                           Professional Corporation
 San Jose, California 95134                           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                   Price           Registration Fee
------------------------------------      ------------      ------------------     ------------------     ----------------
<S>                                     <C>                   <C>                    <C>                     <C>
Common Stock issuable under:
1996 Stock Option Plan                  1,200,000 shares      $   31.125 (1)           $37,350,000           $11,318.18
1987 Employee Stock Purchase Plan         300,000 shares          26.4563(2)             7,936,875             2,405.11
1998 Director Stock Option Plan           170,000 shares          31.125 (1)             5,291,250             1,603.41
1998 Stock Option Grant                    11,250 shares          31.125 (1)               350,156               106.11
                                                                                                              ---------
                                                                                                             $15,432.81
</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 September
     1, 1998.
(2)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of 85% of the average of the
     high and low sales prices reported by The Nasdaq National Market on
     September 1, 1998.
<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, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, 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 Certificate of Incorporation and By-laws require the
Registrant to indemnify officers and directors of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law. Article EIGHTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as a director, to the extent allowed under Delaware General
Corporation Law. Article VII of the Registrant's By-Laws provides, among other
things, that (i) the Registrant is required to indemnify its directors and
officers and persons serving in such capacities in other business enterprises at
the Registrant's request, (ii) the Registrant is required to advance expenses,
as incurred, to its directors and officers in connection with defending a
proceeding, provided that such individual delivers an undertaking to the
Registrant that he or she will repay all amounts advanced in the event it is
ultimately determined that such individual is not entitled to be indemnified,
(iii) the rights conferred in the By-Laws are not exclusive and (iv) the
Registrant may not retroactively amend the By-Law provisions in a way that is
adverse to such directors and officers.

<PAGE>   3

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the By-Laws, as well as certain additional procedural protections.

     Section 145 of the Delaware 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
intends to enter into indemnification agreements to such effect with its
officers and directors.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>     <C>
 5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1      1996 Stock Option Plan(1)
10.2      Form of Stock Option Agreement(2)
10.3      1987 Employee Stock Purchase Plan, and form of Subscription Agreement, 
          as amended May 10, 1995(3)
10.4      1998 Director Stock Option Plan(4)
10.5      Stock Option Agreements dated May 13, 1998 between the Registrant and 
          Paul Newhagen
23.1      Consent of PricewaterhouseCoopers 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)
</TABLE>
------------------------
(1)  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, 1997.

(2)  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, 1997.

(3)  Incorporated by reference to Exhibit 10.4(b) filed with the Registrant's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

(4)  Incorporated by reference to Appendix A filed with the Registrant's Proxy
     Statement on Schedule 14A for the Registrant's 1998 Annual Meeting of
     Stockholders.

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 

<PAGE>   4

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.

(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 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.


<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 September 4, 1998.

                                   ALTERA CORPORATION

                                   By: /s/ NATHAN M. SARKISIAN
                                      ------------------------------------------
                                      Nathan M. Sarkisian, Senior Vice President
                                      and Chief Financial Officer


                                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>
/s/ RODNEY SMITH                President and Chief Executive Officer         September 4, 1998
----------------------------    (Principal Executive Officer), and 
Rodney Smith                    Chairman of the Board of Directors

/s/ NATHAN M. SARKISIAN         Senior Vice President and Chief               September 4, 1998
----------------------------    Financial Officer (Principal Financial 
Nathan M. Sarkisian             and Accounting Officer)

/s/ CHARLES M. CLOUGH           Director                                      September 4, 1998
----------------------------
Charles M. Clough

/s/ MICHAEL A. ELLISON          Director                                      September 4, 1998
----------------------------
Michael A. Ellison

/s/ PAUL NEWHAGEN               Director                                      September 4, 1998
----------------------------
Paul Newhagen

/s/ ROBERT W. REED              Director                                      September 4, 1998
----------------------------
Robert W. Reed

/s/ WILLIAM E. TERRY            Director                                      September 4, 1998
----------------------------
William E. Terry

/s/ DEBORAH D. TRIANT           Director                                      September 4, 1998
----------------------------
Deborah D. Triant
</TABLE>


<PAGE>   6


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    EXHIBITS



                       Registration Statement on Form S-8

                               Altera Corporation

                               September 4, 1998


<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>     <C>
 5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1      1996 Stock Option Plan(1)
10.2      Form of Stock Option Agreement(2)
10.3      1987 Employee Stock Purchase Plan, and form of Subscription Agreement, 
          as amended May 10, 1995(3)
10.4      1998 Director Stock Option Plan(4)
10.5      Stock Option Agreements dated May 13, 1998 between the Registrant and 
          Paul Newhagen
23.1      Consent of PricewaterhouseCoopers 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)
</TABLE>
------------------------
(1)  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, 1997.

(2)  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, 1997.

(3)  Incorporated by reference to Exhibit 10.4(b) filed with the Registrant's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

(4)  Incorporated by reference to Appendix A filed with the Registrant's Proxy
     Statement on Schedule 14A for the Registrant's 1998 Annual Meeting of
     Stockholders.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17432}]
{"company-data": {"conformed-name": "ALTERA CORP", "cik": "0000768251", "assigned-sic": "3674", "irs-number": "770016691", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62917", "film-number": "98704606"}, "business-address": {"street1": "101 INNOVATION DR", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085448000"}, "mail-address": {"street1": "101 INNOVATION DR", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
       As filed with the Securities and Exchange Commission on September 4, 1998
                                                      Registration No. 333-_____
================================================================================

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

                               ALTERA CORPORATION
             (Exact name of registrant as specified in its charter)
Delaware                                         77-0016691
----------------------------------------------           ---------------------------------
(State or other jurisdiction of incorporation)           (IRS Employer Identification No.)
101 Innovation Drive
                           San Jose, California 95134
          (Address of principal executive offices, including zip code)

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

                             1996 Stock Option Plan
                        1987 Employee Stock Purchase Plan
                         1998 Director Stock Option Plan
                             1998 Stock Option Grant
                            (Full Title of the Plans)
                                  ------------

                                  RODNEY SMITH
                      President and Chief Executive Officer
                               ALTERA CORPORATION
                              101 Innovation Drive
                           San Jose, California 95134
                     (Name and address of agent for service)
                                 (408) 544-7000
          (Telephone number, including area code, of agent for service)
                                   ----------

                                   Copies to:
  C. WENDELL BERGERE, ESQ.                         THOMAS C. DeFILIPPS, ESQ.
     ALTERA CORPORATION                        WILSON SONSINI GOODRICH & ROSATI
    101 Innovation Drive                           Professional Corporation
 San Jose, California 95134                           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                   Price           Registration Fee
------------------------------------      ------------      ------------------     ------------------     ----------------
Common Stock issuable under:
1996 Stock Option Plan                  1,200,000 shares      $   31.125 (1)           $37,350,000           $11,318.18
1987 Employee Stock Purchase Plan         300,000 shares          26.4563(2)             7,936,875             2,405.11
1998 Director Stock Option Plan           170,000 shares          31.125 (1)             5,291,250             1,603.41
1998 Stock Option Grant                    11,250 shares          31.125 (1)               350,156               106.11
                                                                                                              ---------
                                                                                                             $15,432.81
================================================================================

(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 September
     1, 1998.
(2)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of 85% of the average of the
     high and low sales prices reported by The Nasdaq National Market on
     September 1, 1998.
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, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, 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 Certificate of Incorporation and By-laws require the
Registrant to indemnify officers and directors of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law. Article EIGHTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as a director, to the extent allowed under Delaware General
Corporation Law. Article VII of the Registrant's By-Laws provides, among other
things, that (i) the Registrant is required to indemnify its directors and
officers and persons serving in such capacities in other business enterprises at
the Registrant's request, (ii) the Registrant is required to advance expenses,
as incurred, to its directors and officers in connection with defending a
proceeding, provided that such individual delivers an undertaking to the
Registrant that he or she will repay all amounts advanced in the event it is
ultimately determined that such individual is not entitled to be indemnified,
(iii) the rights conferred in the By-Laws are not exclusive and (iv) the
Registrant may not retroactively amend the By-Law provisions in a way that is
adverse to such directors and officers.
3

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the By-Laws, as well as certain additional procedural protections.

     Section 145 of the Delaware 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
intends to enter into indemnification agreements to such effect with its
officers and directors.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8. EXHIBITS.
Exhibit
Number
-------
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1      1996 Stock Option Plan(1)
10.2      Form of Stock Option Agreement(2)
10.3      1987 Employee Stock Purchase Plan, and form of Subscription Agreement, 
          as amended May 10, 1995(3)
10.4      1998 Director Stock Option Plan(4)
10.5      Stock Option Agreements dated May 13, 1998 between the Registrant and 
          Paul Newhagen
23.1      Consent of PricewaterhouseCoopers 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)
------------------------
(1)  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, 1997.

(2)  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, 1997.

(3)  Incorporated by reference to Exhibit 10.4(b) filed with the Registrant's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

(4)  Incorporated by reference to Appendix A filed with the Registrant's Proxy
     Statement on Schedule 14A for the Registrant's 1998 Annual Meeting of
     Stockholders.

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
4

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.

(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 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.
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 September 4, 1998.

                                   ALTERA CORPORATION

                                   By: /s/ NATHAN M. SARKISIAN
                                      ------------------------------------------
                                      Nathan M. Sarkisian, Senior Vice President
                                      and Chief Financial Officer

                                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
---------                                            -----                          ----
/s/ RODNEY SMITH                President and Chief Executive Officer         September 4, 1998
----------------------------    (Principal Executive Officer), and 
Rodney Smith                    Chairman of the Board of Directors

/s/ NATHAN M. SARKISIAN         Senior Vice President and Chief               September 4, 1998
----------------------------    Financial Officer (Principal Financial 
Nathan M. Sarkisian             and Accounting Officer)

/s/ CHARLES M. CLOUGH           Director                                      September 4, 1998
----------------------------
Charles M. Clough

/s/ MICHAEL A. ELLISON          Director                                      September 4, 1998
----------------------------
Michael A. Ellison

/s/ PAUL NEWHAGEN               Director                                      September 4, 1998
----------------------------
Paul Newhagen

/s/ ROBERT W. REED              Director                                      September 4, 1998
----------------------------
Robert W. Reed

/s/ WILLIAM E. TERRY            Director                                      September 4, 1998
----------------------------
William E. Terry

/s/ DEBORAH D. TRIANT           Director                                      September 4, 1998
----------------------------
Deborah D. Triant
6

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                       Registration Statement on Form S-8

                               Altera Corporation

                               September 4, 1998
7

                                INDEX TO EXHIBITS
Exhibit
Number
-------
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1      1996 Stock Option Plan(1)
10.2      Form of Stock Option Agreement(2)
10.3      1987 Employee Stock Purchase Plan, and form of Subscription Agreement, 
          as amended May 10, 1995(3)
10.4      1998 Director Stock Option Plan(4)
10.5      Stock Option Agreements dated May 13, 1998 between the Registrant and 
          Paul Newhagen
23.1      Consent of PricewaterhouseCoopers 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)
------------------------
(1)  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, 1997.

(2)  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, 1997.

(3)  Incorporated by reference to Exhibit 10.4(b) filed with the Registrant's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

(4)  Incorporated by reference to Appendix A filed with the Registrant's Proxy
     Statement on Schedule 14A for the Registrant's 1998 Annual Meeting of
     Stockholders.