<PAGE>   1
                            Registration No. _____________, Filed April 23, 1999





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           TRIDENT MICROSYSTEMS, INC.
 -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                   77-0156584
---------------------------------            -----------------------------------
   (State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)

                            189 North Bernardo Avenue
                             Mountain View, CA 94043
 -----------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                           TRIDENT MICROSYSTEMS, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                     INDIVIDUAL STOCK OPTION AGREEMENTS AND
                       1996 NONSTATUTORY STOCK OPTION PLAN
 -----------------------------------------------------------------------------
                            (Full title of the plan)

                                  Frank C. Lin
                      President and Chief Executive Officer
                           Trident Microsystems, Inc.
                            189 North Bernardo Avenue
                             Mountain View, CA 94043
 -----------------------------------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  650/691-9211

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.



                                       1
<PAGE>   2

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                             Proposed
                                                                                              maximum
                                                                        Proposed maximum      aggregate        Amount of
Title of securities                                       Amount to be offering price per     offering       registration
to be registered(1)                                        registered       share(2)           price(2)          fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>                   <C>       <C>
1998 EMPLOYEE STOCK PURCHASE PLAN

Common Stock                                                  500,000        $4.8078       $ 2,403,900.00
    Par Value $0.001

INDIVIDUAL STOCK OPTION AGREEMENTS WITH GLEN ANTLE,
YASUSHI CHIKAGAMI, CHARLES DICKINSON AND
MILLARD PHELPS

Common Stock                                                   25,000        $3.375        $    84,375.00
    Par Value $0.001

1996 NONSTATUTORY STOCK OPTION PLAN

Common Stock                                                  157,250        $4.186        $   681,271.50
    Par Value $0.001                                          442,750        $5.65625      $ 2,473,195.31

              Totals                                        1,125,000                      $ 5,642,741.81     $1,568.68
</TABLE>


----------

        (1)     The securities to be registered include purchase rights and
options to acquire such Common Stock.

        (2)     Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. The 1998 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of the
Company's Common Stock and, therefore, the price of shares issuable under this
plan is based upon 85% of the average of the high and low prices of the Common
Stock on April 20, 1999 as reported on the National Association of Securities
Dealers Automated Quotations System ("Nasdaq"). As to shares subject to the
individual stock option agreements with Messrs. Antle, Chikagami, Dickinson and
Phelps, the price is computed on the basis of the exercise prices. As to shares
subject to outstanding but unexercised options under the 1996 Nonstatutory Stock
Option Plan, the price is computed on the basis of the weighted average exercise
price. As to the remaining shares under the 1996 Nonstatutory Stock Option Plan,
the price is based upon the average of the high and low prices of the Company's
Common Stock on April 20, 1999, as reported on Nasdaq.



                                       2
<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Trident Microsystems, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

        (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended June 30, 1998 (Commission File No. 0-20784).

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, pursuant to Section 12 of the
Exchange Act, File No. 0-20784, filed with the Securities and Exchange
Commission on October 27, 1992, effective December 15, 1992, including any
amendment or report filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from 




                                       3
<PAGE>   4

which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation
which eliminate to the fullest extent permissible under Delaware law the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care.

        Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

        Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Inapplicable.

ITEM 8. EXHIBITS

        See Exhibit Index.

ITEM 9. UNDERTAKINGS

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) 




                                       4
<PAGE>   5

which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

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

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

        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 (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.

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





                                       5
<PAGE>   6

                                   SIGNATURE

        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 Mountain View, State of California, on April 12,
1999.


                                        TRIDENT MICROSYSTEMS, INC.




                                        By:       /s/ Frank C. Lin
                                           -------------------------------------
                                           Frank C. Lin
                                           President, Chief Executive Officer, 
                                           and Chairman of the Board



                                       6
<PAGE>   7

                                POWER OF ATTORNEY

        The officers and directors of Trident Microsystems, Inc. whose
signatures appear below, hereby constitute and appoint Frank C. Lin and Steven
Rowe, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall 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 dates indicated below.


<TABLE>
<CAPTION>
           Signature                               Title                         Date
           ---------                               -----                         ----
<S>                                   <C>                                   <C>


/s/ Frank C. Lin                      President, Chief Executive Officer
-----------------------------         and Chairman of the Board             April 12, 1999
Frank C. Lin                          (Principal Executive Officer)


/s/ Steven Rowe                       Vice President and Acting Chief
-----------------------------         Financial Officer (Principal          April 12, 1999
Steven Rowe                           Financial and Accounting Officer)


                                      Director                              April ___, 1999
-----------------------------
Glen M. Antle

/s/ Yasushi Chikagami                 Director                              April 12, 1999
-----------------------------
Yasushi Chikagami

/s/ Charles A. Dickinson              Director                              April 12, 1999
-----------------------------
Charles A. Dickinson

/s/ John Luke                         Director                              April 12, 1999
-----------------------------
John Luke

/s/ Millard Phelps                    Director                              April 12, 1999
-----------------------------
Millard Phelps
</TABLE>




                                       7
<PAGE>   8

                                  EXHIBIT INDEX



4.1     Restated Certificate of Incorporation of the Company, as filed
        in the Office of the Secretary of State of Delaware on August
        15, 1994 is incorporated by reference to Exhibit 4.1 of the
        Company's Registration Statement on Form S-8 (No. 333-29667,
        effective June 20, 1997)

4.2     Bylaws of the Company are incorporated by reference to Exhibit
        3.4 of the Company's Registration Statement on Form S-1 (No.
        33-53768, effective December 15, 1992)

4.3     Stockholders Rights Agreement dated July 24, 1998 is
        incorporated by reference to Exhibit 1 to the Company's
        Registration Statement on Form 8-K filed with the Securities and
        Exchange Commission on August 21, 1998 (File No. 000-20784)

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of PricewaterhouseCoopers LLP

24      Power of Attorney (included in signature pages to this
        registration statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18099}]
{"company-data": {"conformed-name": "TRIDENT MICROSYSTEMS INC", "cik": "0000859475", "assigned-sic": "3674", "irs-number": "770156584", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76895", "film-number": "99599781"}, "business-address": {"street1": "189 NORTH BERNARDO AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-5203", "phone": "6506919211"}, "mail-address": {"street1": "189 NORTH BERNARDO AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1
                            Registration No. _____________, Filed April 23, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           TRIDENT MICROSYSTEMS, INC.
 -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                   77-0156584
---------------------------------            -----------------------------------
   (State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)

                            189 North Bernardo Avenue
                             Mountain View, CA 94043
 -----------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                           TRIDENT MICROSYSTEMS, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                     INDIVIDUAL STOCK OPTION AGREEMENTS AND
                       1996 NONSTATUTORY STOCK OPTION PLAN
 -----------------------------------------------------------------------------
                            (Full title of the plan)

                                  Frank C. Lin
                      President and Chief Executive Officer
                           Trident Microsystems, Inc.
                            189 North Bernardo Avenue
                             Mountain View, CA 94043
 -----------------------------------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  650/691-9211

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                       1
2
-------------------------------------------------------------------------------------------------
                                CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                             Proposed
                                                                                              maximum
                                                                        Proposed maximum      aggregate        Amount of
Title of securities                                       Amount to be offering price per     offering       registration
to be registered(1)                                        registered       share(2)           price(2)          fee
--------------------------------------------------------------------------------------------------------------------------
1998 EMPLOYEE STOCK PURCHASE PLAN

Common Stock                                                  500,000        $4.8078       $ 2,403,900.00
    Par Value $0.001

INDIVIDUAL STOCK OPTION AGREEMENTS WITH GLEN ANTLE,
YASUSHI CHIKAGAMI, CHARLES DICKINSON AND
MILLARD PHELPS

Common Stock                                                   25,000        $3.375        $    84,375.00
    Par Value $0.001

1996 NONSTATUTORY STOCK OPTION PLAN

Common Stock                                                  157,250        $4.186        $   681,271.50
    Par Value $0.001                                          442,750        $5.65625      $ 2,473,195.31

              Totals                                        1,125,000                      $ 5,642,741.81     $1,568.68
----------

        (1)     The securities to be registered include purchase rights and
options to acquire such Common Stock.

        (2)     Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. The 1998 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of the
Company's Common Stock and, therefore, the price of shares issuable under this
plan is based upon 85% of the average of the high and low prices of the Common
Stock on April 20, 1999 as reported on the National Association of Securities
Dealers Automated Quotations System ("Nasdaq"). As to shares subject to the
individual stock option agreements with Messrs. Antle, Chikagami, Dickinson and
Phelps, the price is computed on the basis of the exercise prices. As to shares
subject to outstanding but unexercised options under the 1996 Nonstatutory Stock
Option Plan, the price is computed on the basis of the weighted average exercise
price. As to the remaining shares under the 1996 Nonstatutory Stock Option Plan,
the price is based upon the average of the high and low prices of the Company's
Common Stock on April 20, 1999, as reported on Nasdaq.

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Trident Microsystems, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

        (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended June 30, 1998 (Commission File No. 0-20784).

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, pursuant to Section 12 of the
Exchange Act, File No. 0-20784, filed with the Securities and Exchange
Commission on October 27, 1992, effective December 15, 1992, including any
amendment or report filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from 

                                       3
4

which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation
which eliminate to the fullest extent permissible under Delaware law the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care.

        Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

        Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Inapplicable.

ITEM 8. EXHIBITS

        See Exhibit Index.

ITEM 9. UNDERTAKINGS

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) 

                                       4
5

which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

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

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

        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 (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.

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

                                       5
6

                                   SIGNATURE

        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 Mountain View, State of California, on April 12,
1999.

                                        TRIDENT MICROSYSTEMS, INC.

                                        By:       /s/ Frank C. Lin
                                           -------------------------------------
                                           Frank C. Lin
                                           President, Chief Executive Officer, 
                                           and Chairman of the Board

                                       6
7

                                POWER OF ATTORNEY

        The officers and directors of Trident Microsystems, Inc. whose
signatures appear below, hereby constitute and appoint Frank C. Lin and Steven
Rowe, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall 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 dates indicated below.
Signature                               Title                         Date
           ---------                               -----                         ----
/s/ Frank C. Lin                      President, Chief Executive Officer
-----------------------------         and Chairman of the Board             April 12, 1999
Frank C. Lin                          (Principal Executive Officer)

/s/ Steven Rowe                       Vice President and Acting Chief
-----------------------------         Financial Officer (Principal          April 12, 1999
Steven Rowe                           Financial and Accounting Officer)

                                      Director                              April ___, 1999
-----------------------------
Glen M. Antle

/s/ Yasushi Chikagami                 Director                              April 12, 1999
-----------------------------
Yasushi Chikagami

/s/ Charles A. Dickinson              Director                              April 12, 1999
-----------------------------
Charles A. Dickinson

/s/ John Luke                         Director                              April 12, 1999
-----------------------------
John Luke

/s/ Millard Phelps                    Director                              April 12, 1999
-----------------------------
Millard Phelps
7
8

                                  EXHIBIT INDEX

4.1     Restated Certificate of Incorporation of the Company, as filed
        in the Office of the Secretary of State of Delaware on August
        15, 1994 is incorporated by reference to Exhibit 4.1 of the
        Company's Registration Statement on Form S-8 (No. 333-29667,
        effective June 20, 1997)

4.2     Bylaws of the Company are incorporated by reference to Exhibit
        3.4 of the Company's Registration Statement on Form S-1 (No.
        33-53768, effective December 15, 1992)

4.3     Stockholders Rights Agreement dated July 24, 1998 is
        incorporated by reference to Exhibit 1 to the Company's
        Registration Statement on Form 8-K filed with the Securities and
        Exchange Commission on August 21, 1998 (File No. 000-20784)

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of PricewaterhouseCoopers LLP

24      Power of Attorney (included in signature pages to this
        registration statement)