SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

             (Date of earliest event reported) January 23, 1997

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

      Delaware                  000-12701                94-2634797
                                                                   
      (State or other         (Commission File       (I.R.S. Employer
      jurisdiction of             Number)             Identification
      incorporation)                                      Number)

      4650 Cushing Parkway, Fremont, California            94538
      -------------------------------------------------------------
      (Address of principal executive offices)           (Zip Code)

                             (510) 659-0200
       ------------------------------------------------------------
      (Registrant's telephone number, including area code)

                                   N/A
       ------------------------------------------------------------
      (Former name or former address, if changed since last report)


      Item 5.  Other Events.

                On January 23, 1997, the Board of Directors of Lam
      Research Corporation (the "Company") adopted a shareholder rights
      plan, as set forth in the Rights Agreement (the "Rights Agreement")
      entered into between the Company and ChaseMellon Shareholder
      Services, L.L.C., as Rights Agent. Pursuant to the Rights
      Agreement, one right ("Right") will be issued for each share of
      common stock, par value $0.001 per share, of the Company
      outstanding as of the close of business on January 31, 1997. Each
      of the Rights will entitle the registered holder to purchase from
      the Company one one-thousandth of a share of Series A Junior
      Participating Preferred Stock, par value $0.001 per share, at a
      price of $250. The Rights generally will not become exercisable
      unless and until, among other things, any person acquires
      beneficial ownership of 15% or more of the outstanding stock. The
      Rights are generally redeemable at $0.001 per Right at any time
      until 10 business days following a public announcement that a 15%
      or greater position in the Company's common stock has been
      acquired. The Rights will expire, unless earlier redeemed or
      exchanged, on January 31, 2007. A description of the Rights is set
      forth in Exhibit C to the Rights Agreement, a copy of which is
      incorporated herein by reference as Exhibit 4.1.

                On January 23, 1997, the Board of Directors of the
      Company also adopted a number of amendments to the Company's
      Bylaws (the "Bylaw Amendments"). The Bylaw Amendments provide,
      among other things, that special meetings of stockholders may be
      called only at the direction of the Board of Directors, the
      chairman of the board or the president of the Company. The Bylaw
      Amendments also establish an advance notice procedure for the
      nomination, other than by or at the direction of the Board of
      Directors, of candidates for election as directors as well as for
      other stockholder proposals to be considered at annual meetings of
      stockholders. The Bylaw Amendments further provide for the Board of
      Directors to fix a record date for the Company to determine the
      stockholders entitled to consent to corporate action in writing
      without a meeting. The Bylaw Amendments make additional provisions
      for cumulative voting at the election of the directors of the
      Company and prompt special board meetings. Certain of the
      provisions of the Bylaw Amendments may have the effect of delaying
      or deferring a change in control of the Company. A copy of the
      Restated and Amended Bylaws of the Company, incorporating all Bylaw
      Amendments, is incorporated herein by reference as Exhibit 3.1.


      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.                  Description

         3.1     Amended and Restated Bylaws of the Company, dated 
                 January 23, 1997.

         4.1     Rights Agreement, dated as of January 23,
                 1997, between Lam Research Corporation and
                 ChaseMellon Shareholder Services, L.L.C.,
                 which includes as Exhibit B thereto the Form
                 of Rights Certificate.*

        99.1     Press Release of the Company, dated January 24, 1997.

________________

*   Incorporated herein by reference to Exhibit 1 to the Company's
    Registration Statement and Form 8-A/A, dated January 30, 1997.


                               SIGNATURES

           Pursuant to the requirements of the Securities Exchange
      Act of 1934, as amended, the registrant has duly caused this
      report to be signed on its behalf by the undersigned, there-
      unto duly authorized.

                               LAM RESEARCH CORPORATION 

                               BY:  /s/ Richard H. Lovgren
                                   __________________________
                                        Richard H. Lovgren
                                   Vice President, General Counsel
                                         and Secretary


      Dated:  February 4, 1997


                            INDEX TO EXHIBITS

        Exhibit No.                Description

         3.1       Amended and Restated Bylaws of the Company, dated 
                   January 23, 1997.

                   Rights Agreement, dated as of January 23,
         4.1       1997, between Lam Research Corporation and
                   ChaseMellon Shareholder Services, L.L.C.,
                   which includes as Exhibit B thereto the
                   Form of Rights Certificate.*

        99.1       Press Release of the Company, dated January 24,1997.

________________________

*   Incorporated herein by reference to Exhibit 1 to the Company's 
    Registration Statement and Form 8-A/A, dated January 30, 1997.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 6424}]
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SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

             (Date of earliest event reported) January 23, 1997

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

      Delaware                  000-12701                94-2634797
                                                                   
      (State or other         (Commission File       (I.R.S. Employer
      jurisdiction of             Number)             Identification
      incorporation)                                      Number)

      4650 Cushing Parkway, Fremont, California            94538
      -------------------------------------------------------------
      (Address of principal executive offices)           (Zip Code)

                             (510) 659-0200
       ------------------------------------------------------------
      (Registrant's telephone number, including area code)

                                   N/A
       ------------------------------------------------------------
      (Former name or former address, if changed since last report)

      Item 5.  Other Events.

                On January 23, 1997, the Board of Directors of Lam
      Research Corporation (the "Company") adopted a shareholder rights
      plan, as set forth in the Rights Agreement (the "Rights Agreement")
      entered into between the Company and ChaseMellon Shareholder
      Services, L.L.C., as Rights Agent. Pursuant to the Rights
      Agreement, one right ("Right") will be issued for each share of
      common stock, par value $0.001 per share, of the Company
      outstanding as of the close of business on January 31, 1997. Each
      of the Rights will entitle the registered holder to purchase from
      the Company one one-thousandth of a share of Series A Junior
      Participating Preferred Stock, par value $0.001 per share, at a
      price of $250. The Rights generally will not become exercisable
      unless and until, among other things, any person acquires
      beneficial ownership of 15% or more of the outstanding stock. The
      Rights are generally redeemable at $0.001 per Right at any time
      until 10 business days following a public announcement that a 15%
      or greater position in the Company's common stock has been
      acquired. The Rights will expire, unless earlier redeemed or
      exchanged, on January 31, 2007. A description of the Rights is set
      forth in Exhibit C to the Rights Agreement, a copy of which is
      incorporated herein by reference as Exhibit 4.1.

                On January 23, 1997, the Board of Directors of the
      Company also adopted a number of amendments to the Company's
      Bylaws (the "Bylaw Amendments"). The Bylaw Amendments provide,
      among other things, that special meetings of stockholders may be
      called only at the direction of the Board of Directors, the
      chairman of the board or the president of the Company. The Bylaw
      Amendments also establish an advance notice procedure for the
      nomination, other than by or at the direction of the Board of
      Directors, of candidates for election as directors as well as for
      other stockholder proposals to be considered at annual meetings of
      stockholders. The Bylaw Amendments further provide for the Board of
      Directors to fix a record date for the Company to determine the
      stockholders entitled to consent to corporate action in writing
      without a meeting. The Bylaw Amendments make additional provisions
      for cumulative voting at the election of the directors of the
      Company and prompt special board meetings. Certain of the
      provisions of the Bylaw Amendments may have the effect of delaying
      or deferring a change in control of the Company. A copy of the
      Restated and Amended Bylaws of the Company, incorporating all Bylaw
      Amendments, is incorporated herein by reference as Exhibit 3.1.

      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.                  Description

         3.1     Amended and Restated Bylaws of the Company, dated 
                 January 23, 1997.

         4.1     Rights Agreement, dated as of January 23,
                 1997, between Lam Research Corporation and
                 ChaseMellon Shareholder Services, L.L.C.,
                 which includes as Exhibit B thereto the Form
                 of Rights Certificate.*

        99.1     Press Release of the Company, dated January 24, 1997.

________________

*   Incorporated herein by reference to Exhibit 1 to the Company's
    Registration Statement and Form 8-A/A, dated January 30, 1997.

                               SIGNATURES

           Pursuant to the requirements of the Securities Exchange
      Act of 1934, as amended, the registrant has duly caused this
      report to be signed on its behalf by the undersigned, there-
      unto duly authorized.

                               LAM RESEARCH CORPORATION 

                               BY:  /s/ Richard H. Lovgren
                                   __________________________
                                        Richard H. Lovgren
                                   Vice President, General Counsel
                                         and Secretary

      Dated:  February 4, 1997

                            INDEX TO EXHIBITS

        Exhibit No.                Description

         3.1       Amended and Restated Bylaws of the Company, dated 
                   January 23, 1997.

                   Rights Agreement, dated as of January 23,
         4.1       1997, between Lam Research Corporation and
                   ChaseMellon Shareholder Services, L.L.C.,
                   which includes as Exhibit B thereto the
                   Form of Rights Certificate.*

        99.1       Press Release of the Company, dated January 24,1997.

________________________

*   Incorporated herein by reference to Exhibit 1 to the Company's 
    Registration Statement and Form 8-A/A, dated January 30, 1997.