<PAGE>   1
     As filed with the Securities and Exchange Commission on March 23, 2000
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)


                 BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN
               BLUESTEEL NETWORKS, INC. 1999 STOCK INCENTIVE PLAN
              BLUESTEEL NETWORKS, INC. 1999 NON-EMPLOYEE STOCK PLAN
      DIGITAL FURNACE CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN
             STELLAR SEMICONDUCTOR, INC. 1999 EQUITY INCENTIVE PLAN
        STELLAR SEMICONDUCTOR, INC. 1997 STOCK OPTION/STOCK ISSUANCE PLAN

                            (Full title of the Plans)

                          HENRY T. NICHOLAS III, PH.D.
               PRESIDENT, CHIEF EXECUTIVE OFFICER AND CO-CHAIRMAN
                              BROADCOM CORPORATION
                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)
                                 (949) 450-8700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                        AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM
               TITLE OF SECURITIES                      TO BE           OFFERING PRICE          AGGREGATE            AMOUNT OF
                TO BE REGISTERED                     REGISTERED(1)         PER SHARE         OFFERING PRICE       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>                  <C>                   <C>
Broadcom Corporation
1998 Stock Incentive Plan                           9,416,902 shares        $199.18750(2)   $1,875,729,167.13(2)     $495,192.50
     Class A common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
BlueSteel Networks, Inc.
1999 Stock Incentive Plan                             131,058 shares        $199.18750(2)      $26,105,115.38(2)       $6,891.75
     Class A common stock, $.0001 par value           131,058 shares         $55.05789(3)       $7,215,776.95(3)       $1,904.97
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
BlueSteel Networks, Inc.
1999 Non-Employee Stock Plan                            1,094 shares        $199.18750(2)         $217,911.13(2)          $57.53
     Class A common stock, $.0001 par value             1,094 shares         $56.33080(3)          $61,625.90(3)          $16.27
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Digital Furnace Corporation
Amended and Restated Stock Incentive Plan              85,257 shares        $199.18750(2)      $16,982,128.69(2)       $4,483.28
     Class A common stock, $.0001 par value            85,257 shares          $2.10710(3)         $179,645.02(3)          $47.43
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Stellar Semiconductor, Inc.
1999 Equity Incentive Plan                             59,234 shares        $199.18750(2)      $11,798,672.38(2)       $3,114.85
     Class A common stock, $.0001 par value            59,234 shares         $64.42936(3)       $3,816,408.71(3)       $1,007.53
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Stellar Semiconductor, Inc.
1997 Stock Option/Stock Issuance Plan                  53,648 shares        $199.18750(2)      $10,686,011.00(2)       $2,821.11
     Class A common stock, $.0001 par value            53,648 shares          $6.87650(3)         $368,910.47(3)          $97.39
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Total                                                                                       $1,953,161,372.76        $515,634.61
====================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A common stock or Class B common stock which become
     issuable under the Broadcom 1998 Stock Incentive Plan, BlueSteel Networks,
     Inc. 1999 Stock Incentive Plan, BlueSteel Networks, Inc. 1999 Non-Employee
     Stock Plan, Digital Furnace Corporation Amended and Restated Stock
     Incentive Plan, Stellar Semiconductor, Inc. 1999 Equity Incentive Plan and
     Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan by reason
     of any stock dividend, stock split, recapitalization or other similar
     transaction effected without Broadcom's receipt of consideration which
     results in an increase in the number of Broadcom's outstanding shares of
     Class A common stock or Class B common stock.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "Securities Act") on the basis of
     the high and low selling prices per share of Broadcom's Class A common
     stock on March 16, 2000, as reported on the Nasdaq National Market.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act, on the basis of the weighted average exercise price of the
     outstanding options. The Class B common stock is not listed on the Nasdaq
     National Market.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (a)      Broadcom's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998, filed with the SEC on March 31, 1999;

         (b)      Broadcom's Quarterly Reports on Form 10-Q for the fiscal
                  quarter ended March 31, 1999, filed with the SEC on May 17,
                  1999; the fiscal quarter ended June 30, 1999, filed with the
                  SEC on August 16, 1999; and the fiscal quarter ended September
                  30, 1999, filed with the SEC on November 15, 1999;

         (c)      Broadcom's Current Reports on Form 8-K filed with the SEC on
                  January 27, 1999, April 28, 1999, June 1, 1999, June 23, 1999,
                  July 21, 1999, August 12, 1999, September 1, 1999, September
                  17, 1999, September 28, 1999, November 24, 1999, February 1,
                  2000, February 29, 2000 and March 6, 2000; and

         (d)      Broadcom's Registration Statement No. 000-23993 on Form 8-A
                  filed with SEC on April 6, 1998, and including any other
                  amendments or reports filed for the purpose of updating such
                  description, in which there is described the terms, rights and
                  provisions applicable to Broadcom's Class A common stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  The terms, rights and provisions applicable to the Class A
common stock are set forth in Broadcom's Registration Statement No. 000-23993 on
Form 8-A, which is incorporated by reference into this Registration Statement
pursuant to Item 3(d). The shares of the Class B common stock are substantially
identical to the shares of Class A common stock, except that the holders of
Class A common stock are entitled to one (1) vote per share and the holders of
the Class B common stock are entitled to ten (10) votes per share on all matters
submitted to shareholder vote. Holders of shares of Class A common stock and
holders of shares of Class B common stock vote together as a single class on all
matters submitted to a shareholder vote, except (i) as otherwise required by law
or (ii) with respect to a proposed issuance of additional shares of Class B
common stock, which issuance requires the affirmative vote of the holders of a
majority of the outstanding shares of Class B common stock, voting separately as
a class, unless such issuance has been approved by at least two-thirds of the
members of the Board of Directors then in office. Each share of Class B common
stock is convertible at any time at the option of the holder into one (1) share
of Class A common stock and will automatically convert into one

                                      II-1
<PAGE>   3

(1) share of Class A common stock upon sale and most other transfers.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Broadcom's Articles of Incorporation limit the personal
liability of its directors for monetary damages to the fullest extent permitted
by the California General Corporation Law (the "California Law"). Under the
California Law, a director's liability to a company or its shareholders may not
be limited with respect to the following items: (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the company
or its shareholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
company or its shareholders, (vi) contracts or transactions between the company
and a director within the scope of Section 310 of the California Law or (vii)
improper dividends, loans and guarantees under Section 316 of the California
Law. The limitation of liability does not affect the availability of injunctions
and other equitable remedies available to Broadcom's shareholders for any
violation by a director of the director's fiduciary duty to Broadcom or its
shareholders.

                  Broadcom's Articles of Incorporation also include an
authorization for Broadcom to indemnify its "agents" (as defined in Section 317
of the California Law) through bylaw provisions, by agreement or otherwise, to
the fullest extent permitted by law. Pursuant to this provision, Broadcom's
Bylaws provide for indemnification of Broadcom's directors, officers and
employees. In addition, Broadcom may, at its discretion, provide indemnification
to persons whom Broadcom is not obligated to indemnify. The Bylaws also allow
Broadcom to enter into indemnity agreements with individual directors, officers,
employees and other agents. These indemnity agreements have been entered into
with all directors and executive officers and provide the maximum
indemnification permitted by law. These agreements, together with Broadcom's
Bylaws and Articles of Incorporation, may require Broadcom, among other things,
to indemnify these directors or executive officers (other than for liability
resulting from willful misconduct of a culpable nature), to advance expenses to
them as they are incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' and officers' insurance if available
on reasonable terms. Section 317 of the California Law and Broadcom's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

                                      II-2
<PAGE>   4
\
<TABLE>
<CAPTION>
Exhibit Number             Exhibit
--------------             -------
<S>                        <C>
    4.1                    Instruments Defining the Rights of Stockholders.  Reference is made to Broadcom's
                           Registration Statement No. 000-23993 on Form 8-A, together with the amendments and
                           exhibits thereto, which is incorporated herein by reference pursuant to Item 3(d).

    5.1                    Opinion and consent of Brobeck, Phleger & Harrison LLP.

   23.1                    Consent of Ernst & Young LLP, Independent Auditors.

   23.2                    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.

   24.1                    Power of Attorney.  Reference is made to page II-5 of this Registration Statement.

   99.1*                   Broadcom Corporation 1998 Stock Incentive Plan (as Amended and Restated through
                           September 24, 1999).

   99.2**                  Form of Notice of Grant of Stock Option for Broadcom Corporation 1998 Stock Incentive
                           Plan.

   99.3**                  Form of Stock Option Agreement for Broadcom Corporation 1998 Stock Incentive Plan.

   99.4                    BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.5                    Form of Stock Option Agreements for BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.6                    Form of Stock Purchase Agreement for BlueSteel Networks, Inc. 1999 Stock Incentive
                           Plan.

   99.7                    BlueSteel Networks, Inc. 1999 Non-Employee Stock Plan.

   99.8                    Form of Nonstatutory Stock Option Agreement for BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.9                    Digital Furnace Corporation Amended and Restated Stock Incentive Plan.

   99.10                   Form of Stock Option Grant Certificate for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.11                   Form of Exercise and Shareholder Agreement for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.12                   Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.13                   Form of Notice of Stock Option Grant and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.14                   Form of Early Exercise Stock Purchase Agreement for Stellar Semiconductor, Inc. 1999
                           Equity Incentive Plan.

   99.15                   Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.16                   Form of Notice of Grant of Stock Option and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.17                   Form of Stock Purchase Agreement for Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.

   99.18                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999 Stock
                           Incentive Plan.

   99.19                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.20                   Form of Stock Option Assumption Agreement -- Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.21                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1999 Equity
                           Incentive Plan.

   99.22                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.
</TABLE>

   ---------------
   *   Exhibit 99.1 is incorporated herein by reference to Exhibit 99.4 to
       Broadcom's Registration Statement on Form S-8 (File No. 333-93457), filed
       with the SEC on December 22, 1999.

                                      II-3
<PAGE>   5

   **  Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits
       99.2 and 99.3, respectively, to Broadcom's Registration Statement on Form
       S-8 (File No. 333-60763), filed with the SEC on August 6, 1998.

Item 9.  Undertakings

                  A. The undersigned registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Broadcom Corporation 1998 Stock Incentive Plan, BlueSteel Networks, Inc. 1999
Stock Incentive Plan, BlueSteel Networks, Inc. 1999 Non-Employee Stock Plan,
Digital Furnace Corporation Amended and Restated Stock Incentive Plan, Stellar
Semiconductor, Inc. 1999 Equity Incentive Plan and/or Stellar Semiconductor,
Inc. 1997 Stock Option/Stock Issuance Plan.

                  B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the indemnification provisions summarized
in Item 6 above, or otherwise, the registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>   6
                                   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 Irvine, California, on this 22nd day of March,
2000.

                                  BROADCOM CORPORATION


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


                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officers and directors of Broadcom Corporation, a California corporation, do
hereby constitute and appoint Henry T. Nicholas III and Henry Samueli and each
of them, their lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

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


     /s/ HENRY T. NICHOLAS  III                 President, Chief Executive Officer                   March 22, 2000
----------------------------------------        and Co-Chairman
Henry T. Nicholas III, Ph.D.                    (Principal Executive Officer)


     /s/ HENRY SAMUELI                          Vice President of Research &                         March 22, 2000
----------------------------------------        Development, Chief Technical Officer
Henry Samueli, Ph.D.                            and Co-Chairman



      /s/ WILLIAM J. RUEHLE                     Vice President and Chief Financial                   March 22, 2000
----------------------------------------        Officer (Principal Financial and
William J. Ruehle                               Accounting Officer)

</TABLE>

                                      II-5
<PAGE>   7

<TABLE>
<S>                                             <C>                                                  <C>
      /s/ ALAN E. ROSS                          Director                                             March 22, 2000
----------------------------------------
Alan E. Ross


      /s/ MYRON S. EICHEN                       Director                                             March 22, 2000
----------------------------------------
Myron S. Eichen


      /s/ WERNER F. WOLFEN                      Director                                             March 22, 2000
----------------------------------------
Werner F. Wolfen
</TABLE>

                                      II-6
<PAGE>   8
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                              BROADCOM CORPORATION

<PAGE>   9
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number             Exhibit
--------------             -------
<S>                        <C>
    4.1                    Instruments Defining the Rights of Stockholders.  Reference is made to Broadcom's
                           Registration Statement No. 000-23993 on Form 8-A, together with the amendments and
                           exhibits thereto, which is incorporated herein by reference pursuant to Item 3(d).

    5.1                    Opinion and consent of Brobeck, Phleger & Harrison LLP.

   23.1                    Consent of Ernst & Young LLP, Independent Auditors.

   23.2                    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.

   24.1                    Power of Attorney.  Reference is made to page II-5 of this Registration Statement.

   99.1*                   Broadcom Corporation 1998 Stock Incentive Plan (as Amended and Restated through
                           September 24, 1999).

   99.2**                  Form of Notice of Grant of Stock Option for Broadcom Corporation 1998 Stock Incentive
                           Plan.

   99.3**                  Form of Stock Option Agreement for Broadcom Corporation 1998 Stock Incentive Plan.

   99.4                    BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.5                    Form of Stock Option Agreements for BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.6                    Form of Stock Purchase Agreement for BlueSteel Networks, Inc. 1999 Stock Incentive
                           Plan.

   99.7                    BlueSteel Networks, Inc. 1999 Non-Employee Stock Plan.

   99.8                    Form of Nonstatutory Stock Option Agreement for BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.9                    Digital Furnace Corporation Amended and Restated Stock Incentive Plan.

   99.10                   Form of Stock Option Grant Certificate for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.11                   Form of Exercise and Shareholder Agreement for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.12                   Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.13                   Form of Notice of Stock Option Grant and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.14                   Form of Early Exercise Stock Purchase Agreement for Stellar Semiconductor, Inc. 1999
                           Equity Incentive Plan.

   99.15                   Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.16                   Form of Notice of Grant of Stock Option and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.17                   Form of Stock Purchase Agreement for Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.

   99.18                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999 Stock
                           Incentive Plan.

   99.19                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.20                   Form of Stock Option Assumption Agreement -- Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.21                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1999 Equity
                           Incentive Plan.
</TABLE>
<PAGE>   10

<TABLE>
<S>                        <C>
   99.22                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.
</TABLE>

   ---------------
   *   Exhibit 99.1 is incorporated herein by reference to Exhibit 99.4 to
       Broadcom's Registration Statement on Form S-8 (File No. 333-93457), filed
       with the SEC on December 22, 1999.

   **  Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits
       99.2 and 99.3, respectively, to Broadcom's Registration Statement on Form
       S-8 (File No. 333-60763), filed with the SEC on August 6, 1998.
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1
     As filed with the Securities and Exchange Commission on March 23, 2000
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)

                 BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN
               BLUESTEEL NETWORKS, INC. 1999 STOCK INCENTIVE PLAN
              BLUESTEEL NETWORKS, INC. 1999 NON-EMPLOYEE STOCK PLAN
      DIGITAL FURNACE CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN
             STELLAR SEMICONDUCTOR, INC. 1999 EQUITY INCENTIVE PLAN
        STELLAR SEMICONDUCTOR, INC. 1997 STOCK OPTION/STOCK ISSUANCE PLAN

                            (Full title of the Plans)

                          HENRY T. NICHOLAS III, PH.D.
               PRESIDENT, CHIEF EXECUTIVE OFFICER AND CO-CHAIRMAN
                              BROADCOM CORPORATION
                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)
                                 (949) 450-8700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                        AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM
               TITLE OF SECURITIES                      TO BE           OFFERING PRICE          AGGREGATE            AMOUNT OF
                TO BE REGISTERED                     REGISTERED(1)         PER SHARE         OFFERING PRICE       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Broadcom Corporation
1998 Stock Incentive Plan                           9,416,902 shares        $199.18750(2)   $1,875,729,167.13(2)     $495,192.50
     Class A common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
BlueSteel Networks, Inc.
1999 Stock Incentive Plan                             131,058 shares        $199.18750(2)      $26,105,115.38(2)       $6,891.75
     Class A common stock, $.0001 par value           131,058 shares         $55.05789(3)       $7,215,776.95(3)       $1,904.97
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
BlueSteel Networks, Inc.
1999 Non-Employee Stock Plan                            1,094 shares        $199.18750(2)         $217,911.13(2)          $57.53
     Class A common stock, $.0001 par value             1,094 shares         $56.33080(3)          $61,625.90(3)          $16.27
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Digital Furnace Corporation
Amended and Restated Stock Incentive Plan              85,257 shares        $199.18750(2)      $16,982,128.69(2)       $4,483.28
     Class A common stock, $.0001 par value            85,257 shares          $2.10710(3)         $179,645.02(3)          $47.43
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Stellar Semiconductor, Inc.
1999 Equity Incentive Plan                             59,234 shares        $199.18750(2)      $11,798,672.38(2)       $3,114.85
     Class A common stock, $.0001 par value            59,234 shares         $64.42936(3)       $3,816,408.71(3)       $1,007.53
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Stellar Semiconductor, Inc.
1997 Stock Option/Stock Issuance Plan                  53,648 shares        $199.18750(2)      $10,686,011.00(2)       $2,821.11
     Class A common stock, $.0001 par value            53,648 shares          $6.87650(3)         $368,910.47(3)          $97.39
     Class B common stock, $.0001 par value
------------------------------------------------------------------------------------------------------------------------------------
Total                                                                                       $1,953,161,372.76        $515,634.61
====================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A common stock or Class B common stock which become
     issuable under the Broadcom 1998 Stock Incentive Plan, BlueSteel Networks,
     Inc. 1999 Stock Incentive Plan, BlueSteel Networks, Inc. 1999 Non-Employee
     Stock Plan, Digital Furnace Corporation Amended and Restated Stock
     Incentive Plan, Stellar Semiconductor, Inc. 1999 Equity Incentive Plan and
     Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan by reason
     of any stock dividend, stock split, recapitalization or other similar
     transaction effected without Broadcom's receipt of consideration which
     results in an increase in the number of Broadcom's outstanding shares of
     Class A common stock or Class B common stock.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "Securities Act") on the basis of
     the high and low selling prices per share of Broadcom's Class A common
     stock on March 16, 2000, as reported on the Nasdaq National Market.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act, on the basis of the weighted average exercise price of the
     outstanding options. The Class B common stock is not listed on the Nasdaq
     National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (a)      Broadcom's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998, filed with the SEC on March 31, 1999;

         (b)      Broadcom's Quarterly Reports on Form 10-Q for the fiscal
                  quarter ended March 31, 1999, filed with the SEC on May 17,
                  1999; the fiscal quarter ended June 30, 1999, filed with the
                  SEC on August 16, 1999; and the fiscal quarter ended September
                  30, 1999, filed with the SEC on November 15, 1999;

         (c)      Broadcom's Current Reports on Form 8-K filed with the SEC on
                  January 27, 1999, April 28, 1999, June 1, 1999, June 23, 1999,
                  July 21, 1999, August 12, 1999, September 1, 1999, September
                  17, 1999, September 28, 1999, November 24, 1999, February 1,
                  2000, February 29, 2000 and March 6, 2000; and

         (d)      Broadcom's Registration Statement No. 000-23993 on Form 8-A
                  filed with SEC on April 6, 1998, and including any other
                  amendments or reports filed for the purpose of updating such
                  description, in which there is described the terms, rights and
                  provisions applicable to Broadcom's Class A common stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  The terms, rights and provisions applicable to the Class A
common stock are set forth in Broadcom's Registration Statement No. 000-23993 on
Form 8-A, which is incorporated by reference into this Registration Statement
pursuant to Item 3(d). The shares of the Class B common stock are substantially
identical to the shares of Class A common stock, except that the holders of
Class A common stock are entitled to one (1) vote per share and the holders of
the Class B common stock are entitled to ten (10) votes per share on all matters
submitted to shareholder vote. Holders of shares of Class A common stock and
holders of shares of Class B common stock vote together as a single class on all
matters submitted to a shareholder vote, except (i) as otherwise required by law
or (ii) with respect to a proposed issuance of additional shares of Class B
common stock, which issuance requires the affirmative vote of the holders of a
majority of the outstanding shares of Class B common stock, voting separately as
a class, unless such issuance has been approved by at least two-thirds of the
members of the Board of Directors then in office. Each share of Class B common
stock is convertible at any time at the option of the holder into one (1) share
of Class A common stock and will automatically convert into one

                                      II-1
3

(1) share of Class A common stock upon sale and most other transfers.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Broadcom's Articles of Incorporation limit the personal
liability of its directors for monetary damages to the fullest extent permitted
by the California General Corporation Law (the "California Law"). Under the
California Law, a director's liability to a company or its shareholders may not
be limited with respect to the following items: (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the company
or its shareholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
company or its shareholders, (vi) contracts or transactions between the company
and a director within the scope of Section 310 of the California Law or (vii)
improper dividends, loans and guarantees under Section 316 of the California
Law. The limitation of liability does not affect the availability of injunctions
and other equitable remedies available to Broadcom's shareholders for any
violation by a director of the director's fiduciary duty to Broadcom or its
shareholders.

                  Broadcom's Articles of Incorporation also include an
authorization for Broadcom to indemnify its "agents" (as defined in Section 317
of the California Law) through bylaw provisions, by agreement or otherwise, to
the fullest extent permitted by law. Pursuant to this provision, Broadcom's
Bylaws provide for indemnification of Broadcom's directors, officers and
employees. In addition, Broadcom may, at its discretion, provide indemnification
to persons whom Broadcom is not obligated to indemnify. The Bylaws also allow
Broadcom to enter into indemnity agreements with individual directors, officers,
employees and other agents. These indemnity agreements have been entered into
with all directors and executive officers and provide the maximum
indemnification permitted by law. These agreements, together with Broadcom's
Bylaws and Articles of Incorporation, may require Broadcom, among other things,
to indemnify these directors or executive officers (other than for liability
resulting from willful misconduct of a culpable nature), to advance expenses to
them as they are incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' and officers' insurance if available
on reasonable terms. Section 317 of the California Law and Broadcom's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

                                      II-2
4
\
Exhibit Number             Exhibit
--------------             -------
4.1                    Instruments Defining the Rights of Stockholders.  Reference is made to Broadcom's
                           Registration Statement No. 000-23993 on Form 8-A, together with the amendments and
                           exhibits thereto, which is incorporated herein by reference pursuant to Item 3(d).

    5.1                    Opinion and consent of Brobeck, Phleger & Harrison LLP.

   23.1                    Consent of Ernst & Young LLP, Independent Auditors.

   23.2                    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.

   24.1                    Power of Attorney.  Reference is made to page II-5 of this Registration Statement.

   99.1*                   Broadcom Corporation 1998 Stock Incentive Plan (as Amended and Restated through
                           September 24, 1999).

   99.2**                  Form of Notice of Grant of Stock Option for Broadcom Corporation 1998 Stock Incentive
                           Plan.

   99.3**                  Form of Stock Option Agreement for Broadcom Corporation 1998 Stock Incentive Plan.

   99.4                    BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.5                    Form of Stock Option Agreements for BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.6                    Form of Stock Purchase Agreement for BlueSteel Networks, Inc. 1999 Stock Incentive
                           Plan.

   99.7                    BlueSteel Networks, Inc. 1999 Non-Employee Stock Plan.

   99.8                    Form of Nonstatutory Stock Option Agreement for BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.9                    Digital Furnace Corporation Amended and Restated Stock Incentive Plan.

   99.10                   Form of Stock Option Grant Certificate for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.11                   Form of Exercise and Shareholder Agreement for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.12                   Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.13                   Form of Notice of Stock Option Grant and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.14                   Form of Early Exercise Stock Purchase Agreement for Stellar Semiconductor, Inc. 1999
                           Equity Incentive Plan.

   99.15                   Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.16                   Form of Notice of Grant of Stock Option and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.17                   Form of Stock Purchase Agreement for Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.

   99.18                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999 Stock
                           Incentive Plan.

   99.19                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.20                   Form of Stock Option Assumption Agreement -- Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.21                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1999 Equity
                           Incentive Plan.

   99.22                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.
---------------
   *   Exhibit 99.1 is incorporated herein by reference to Exhibit 99.4 to
       Broadcom's Registration Statement on Form S-8 (File No. 333-93457), filed
       with the SEC on December 22, 1999.

                                      II-3
5

   **  Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits
       99.2 and 99.3, respectively, to Broadcom's Registration Statement on Form
       S-8 (File No. 333-60763), filed with the SEC on August 6, 1998.

Item 9.  Undertakings

                  A. The undersigned registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Broadcom Corporation 1998 Stock Incentive Plan, BlueSteel Networks, Inc. 1999
Stock Incentive Plan, BlueSteel Networks, Inc. 1999 Non-Employee Stock Plan,
Digital Furnace Corporation Amended and Restated Stock Incentive Plan, Stellar
Semiconductor, Inc. 1999 Equity Incentive Plan and/or Stellar Semiconductor,
Inc. 1997 Stock Option/Stock Issuance Plan.

                  B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the indemnification provisions summarized
in Item 6 above, or otherwise, the registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
6
                                   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 Irvine, California, on this 22nd day of March,
2000.

                                  BROADCOM CORPORATION

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

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officers and directors of Broadcom Corporation, a California corporation, do
hereby constitute and appoint Henry T. Nicholas III and Henry Samueli and each
of them, their lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
SIGNATURE                                       TITLE                                              DATE
---------                                       -----                                              ----
/s/ HENRY T. NICHOLAS  III                 President, Chief Executive Officer                   March 22, 2000
----------------------------------------        and Co-Chairman
Henry T. Nicholas III, Ph.D.                    (Principal Executive Officer)

     /s/ HENRY SAMUELI                          Vice President of Research &                         March 22, 2000
----------------------------------------        Development, Chief Technical Officer
Henry Samueli, Ph.D.                            and Co-Chairman

      /s/ WILLIAM J. RUEHLE                     Vice President and Chief Financial                   March 22, 2000
----------------------------------------        Officer (Principal Financial and
William J. Ruehle                               Accounting Officer)
II-5
7
/s/ ALAN E. ROSS                          Director                                             March 22, 2000
----------------------------------------
Alan E. Ross

      /s/ MYRON S. EICHEN                       Director                                             March 22, 2000
----------------------------------------
Myron S. Eichen

      /s/ WERNER F. WOLFEN                      Director                                             March 22, 2000
----------------------------------------
Werner F. Wolfen
II-6
8
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              BROADCOM CORPORATION
9
                                  EXHIBIT INDEX
Exhibit Number             Exhibit
--------------             -------
4.1                    Instruments Defining the Rights of Stockholders.  Reference is made to Broadcom's
                           Registration Statement No. 000-23993 on Form 8-A, together with the amendments and
                           exhibits thereto, which is incorporated herein by reference pursuant to Item 3(d).

    5.1                    Opinion and consent of Brobeck, Phleger & Harrison LLP.

   23.1                    Consent of Ernst & Young LLP, Independent Auditors.

   23.2                    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.

   24.1                    Power of Attorney.  Reference is made to page II-5 of this Registration Statement.

   99.1*                   Broadcom Corporation 1998 Stock Incentive Plan (as Amended and Restated through
                           September 24, 1999).

   99.2**                  Form of Notice of Grant of Stock Option for Broadcom Corporation 1998 Stock Incentive
                           Plan.

   99.3**                  Form of Stock Option Agreement for Broadcom Corporation 1998 Stock Incentive Plan.

   99.4                    BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.5                    Form of Stock Option Agreements for BlueSteel Networks, Inc. 1999 Stock Incentive Plan.

   99.6                    Form of Stock Purchase Agreement for BlueSteel Networks, Inc. 1999 Stock Incentive
                           Plan.

   99.7                    BlueSteel Networks, Inc. 1999 Non-Employee Stock Plan.

   99.8                    Form of Nonstatutory Stock Option Agreement for BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.9                    Digital Furnace Corporation Amended and Restated Stock Incentive Plan.

   99.10                   Form of Stock Option Grant Certificate for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.11                   Form of Exercise and Shareholder Agreement for Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.12                   Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.13                   Form of Notice of Stock Option Grant and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1999 Equity Incentive Plan.

   99.14                   Form of Early Exercise Stock Purchase Agreement for Stellar Semiconductor, Inc. 1999
                           Equity Incentive Plan.

   99.15                   Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.16                   Form of Notice of Grant of Stock Option and related form of Stock Option Agreement for
                           Stellar Semiconductor, Inc. 1997 Stock Option/Stock Issuance Plan.

   99.17                   Form of Stock Purchase Agreement for Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.

   99.18                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999 Stock
                           Incentive Plan.

   99.19                   Form of Stock Option Assumption Agreement -- BlueSteel Networks, Inc. 1999
                           Non-Employee Stock Plan.

   99.20                   Form of Stock Option Assumption Agreement -- Digital Furnace Corporation Amended and
                           Restated Stock Incentive Plan.

   99.21                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1999 Equity
                           Incentive Plan.
10
99.22                   Form of Stock Option Assumption Agreement - Stellar Semiconductor, Inc. 1997 Stock
                           Option/Stock Issuance Plan.
---------------
   *   Exhibit 99.1 is incorporated herein by reference to Exhibit 99.4 to
       Broadcom's Registration Statement on Form S-8 (File No. 333-93457), filed
       with the SEC on December 22, 1999.

   **  Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits
       99.2 and 99.3, respectively, to Broadcom's Registration Statement on Form
       S-8 (File No. 333-60763), filed with the SEC on August 6, 1998.