U.S. 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 Report (Date of earliest event reported):  December 11,
1996

     INTERNATIONAL SEMICONDUCTOR CORP.
_________________________________________________________________
     (Exact name of small business issuer as specified in its
charter)

          Nevada                                  13-3432594     
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification No.)

2950 31st Street, Suite 240, Santa Monica, California    90405   
(Address of principal executive offices)              (Zip Code)

     (310) 425-2376                                              
(Issuer's telephone number, including area code)
          
                                     N/A                        
(Former name, former address and former fiscal year, if changed
since last report)


ITEM 9.  Sales of Equity Securities Pursuant to Regulation S.

On November 28, 1996, the Company concluded a placement of 4%
Convertible Debentures Due October 1, 1997 with Karlin Investment
Corp., a non-U.S. corporate entity, in the amount of $100,000.
This placement was arranged by Israel Securities Corporation,
which received a commission of 7% for its services.  The terms of
the conversion rights are such that the holder of these notes may
convert all or a portion of the principal and interest due at any
time after 45 days and before one year from the date of closing,
into common stock of the Company at the conversion rate of 100%
of market price on the date of closing or 75% of the market price
on the date of conversion, at the choice of the holder.

     SIGNATURES

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

Date:  December 11, 1996              /s/  Robert M. Terry       
                                    Robert M. Terry, President


                                      /s/ Jerome Saver           
                                    Jerome Saver, Chief Financial
                                        Officer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2308}]
{"company-data": {"conformed-name": "INTERNATIONAL SEMICONDUCTOR CORP", "cik": "0000828413", "assigned-sic": "6799", "irs-number": "133432594", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18929", "film-number": "96681100"}, "business-address": {"street1": "2950 31ST ST", "street2": "SUITE 240", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3105814321"}, "mail-address": {"street1": "2950 31ST ST", "street2": "SUITE 240", "city": "SANTA MONICA", "state": "CA", "zip": "90405"}, "former-company": [{"former-conformed-name": "ISRAEL SEMICONDUCTOR CORP", "date-changed": "19940208"}, {"former-conformed-name": "LEWIS RESOURCES INC", "date-changed": "19920703"}]}
U.S. 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 Report (Date of earliest event reported):  December 11,
1996

     INTERNATIONAL SEMICONDUCTOR CORP.
_________________________________________________________________
     (Exact name of small business issuer as specified in its
charter)

          Nevada                                  13-3432594     
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification No.)

2950 31st Street, Suite 240, Santa Monica, California    90405   
(Address of principal executive offices)              (Zip Code)

     (310) 425-2376                                              
(Issuer's telephone number, including area code)
          
                                     N/A                        
(Former name, former address and former fiscal year, if changed
since last report)

ITEM 9.  Sales of Equity Securities Pursuant to Regulation S.

On November 28, 1996, the Company concluded a placement of 4%
Convertible Debentures Due October 1, 1997 with Karlin Investment
Corp., a non-U.S. corporate entity, in the amount of $100,000.
This placement was arranged by Israel Securities Corporation,
which received a commission of 7% for its services.  The terms of
the conversion rights are such that the holder of these notes may
convert all or a portion of the principal and interest due at any
time after 45 days and before one year from the date of closing,
into common stock of the Company at the conversion rate of 100%
of market price on the date of closing or 75% of the market price
on the date of conversion, at the choice of the holder.

     SIGNATURES

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

Date:  December 11, 1996              /s/  Robert M. Terry       
                                    Robert M. Terry, President

                                      /s/ Jerome Saver           
                                    Jerome Saver, Chief Financial
                                        Officer