<PAGE>

    As Filed with the Securities and Exchange Commission on December 26, 1995
                                                       Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ____________________________________

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

             (Exact Name of Registrant as Specified in Its Charter)

               DELAWARE                                        94-1675494
          -----------------                              ---------------------
   (State or Other Jurisdiction of                          (I.R.S. Employer
    Incorporation or Organization)                         Identification No.)

                  3801 ZANKER ROAD, SAN JOSE, CALIFORNIA 95150
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                       1990 Stock Option Plan, as amended
                             1992 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)


                              James E. Steenbergen
                      President and Chief Executive Officer
                                3801 Zanker Road
                           SAN JOSE, CALIFORNIA 95150
                         ------------------------------
                     (Name and Address of Agent For Service)

                                 (415) 433-3300
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         Copy to:  Sarah A. O'Dowd, Esq.
                        Heller, Ehrman, White & McAuliffe
                              525 University Avenue
                        Palo Alto, California  94301-1908
                                 (415) 324-7000
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                   Proposed       Proposed
 Title of                           maximum        maximum
securities            Amount       offering       aggregate       Amount of
  to be               to be        price per      offering       registration
registered          registered     share (1)        price            fee
- -------------------------------------------------------------------------------

<S>                 <C>            <C>            <C>            <C>
Common Stock,
par value $.20      4,184,073        $7.97        $33,347,062        $6,669
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purpose of computing the amount of registration
     fee pursuant to Rule 457(c) under the Securities Act, as amended, based on
     the average of the high and low prices reported of the Registrant's Common
     Stock on the Nasdaq National Market on December 21, 1995.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed or to be filed with the Commission by
the registrant are incorporated by reference in this registration statement:

          (a)  The registrant's latest Annual Report on Form 10-K for the fiscal
year ended July 29, 1995 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

          (b)  The registrant's Quarterly Reports on Form 10-Q for the quarter
ended October 28, 1995;

          (c)  The description of the Common Stock of the registrant contained
in the registration statement filed under the Exchange Act registering such
Common Stock under Section 12 of the Exchange Act; and

          (d)  All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware.  Article IX of the registrant's
By-Laws provides:

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

          SECTION 1.     GENERAL RIGHT TO INDEMNIFICATION.  Any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reasons of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in the best interests
of the corporation, and, with respect to any criminal action or proceedings, had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action,

<PAGE>

suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          SECTION 2.     INDEMNIFICATION IN DERIVATIVE ACTIONS.  Any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall be
indemnified by the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

          SECTION 3.     DETERMINATION OF RIGHT TO INDEMNIFICATION.  Any
indemnification under Sections 1 and 2 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2.  Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by a majority
vote of a quorum of the stockholders.  Anything hereinabove set forth to the
contrary notwithstanding, to the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2, or in
defense of any claim, issue or matter therein, he shall in any event be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          SECTION 4.     AUTHORITY TO ADVANCE EXPENSES.  Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article.

                                       -3-

<PAGE>

          SECTION 5.     PROVISIONS NON-EXCLUSIVE.  The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity whole holding such office
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

          SECTION 6.     AUTHORITY TO INSURE.       The corporation is
authorized to purchase and maintain insurance on behalf of any person who is or
was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any such liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article.

ITEM 8.   EXHIBITS

  5       Opinion of Heller Ehrman White & McAuliffe

 23.1     Consent of Heller Ehrman White & McAuliffe
          (filed as part of Exhibit 5)

 23.2     Consent of Independent Public Accountants

 24       Power of Attorney (see page 6)

 99.1     1990 Stock Option Plan, as amended

 99.2     1992 Stock Option Plan


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 of 1933, as amended (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) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;

                                       -4-

<PAGE>

               (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 A(1)(i) and A(1)(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 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.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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 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 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 Act and will be governed by the final adjudication of
such issue.

                                       -5-

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,thereunto duly
authorized, in the City of San Jose, State of California, on this 22nd day of
December, 1995.

                              AMATI COMMUNICATIONS CORPORATION



                              By:  James E. Steenbergen
                                 -----------------------------------------------
                                 James E. Steenbergen
                                 President, Chief Executive Officer and Director



                      POWER OF ATTORNEY TO SIGN AMENDMENTS

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint James E. Steenbergen or Terry
O. Medel, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.


James E. Steenbergen          President, Chief                December 22, 1995
- --------------------          Executive Officer, Chief
James E. Steenbergen          Financial Office and
                              Director (Principal
                              Executive Officer)
                              (Principal Financial
                              Officer)

                                       -6-

<PAGE>

Terry O.Medel                 Treasurer, Secretary and        December 22, l995
- --------------------          Corporate Controller
Terry O.Medel                 (Principal Accounting
                              Officer)

                              Chairman of the Board
- --------------------
James F. Gibbons


John M. Cioffi                Director                        December 22, 1995
- --------------------
John M. Cioffi

                              Director
- --------------------
Aamer Latif


Donald L. Lucas               Director                        December 22, 1995
- --------------------
Donald L. Lucas

                                       -7-

<PAGE>

                                INDEX TO EXHIBITS


                                                                    Sequentially
Item No.            Description of Item                            Numbered Page
- --------            -------------------                            -------------
  5            Opinion of Heller Ehrman White & McAuliffe . . . . . . . . . . .

 23.1          Consent of Heller Ehrman White & McAuliffe
               (filed as part of Exhibit 5) . . . . . . . . . . . . . . . . . .

 23.2          Consent of Independent Public Accountants  . . . . . . . . . . .

 99.1          1990 Stock Option Plan, as amended . . . . . . . . . . . . . . .

 99.2          1992 Stock Option Plan . . . . . . . . . . . . . . . . . . . . .

                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19014}]
{"company-data": {"conformed-name": "AMATI COMMUNICATIONS CORP", "cik": "0000065745", "assigned-sic": "3576", "irs-number": "941675494", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65395", "film-number": "95604423"}, "business-address": {"street1": "3801 ZANKER RD", "street2": "P O BOX 5143", "city": "SAN JOSE", "state": "CA", "zip": "95150-5143", "phone": "4084333300"}, "mail-address": {"street1": "3801 ZANKER ROAD", "street2": "P O BOX 5143", "city": "SAN JOSE", "state": "CA", "zip": "95150-5143"}, "former-company": [{"former-conformed-name": "ICOT CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "MICROFORM DATA SYSTEMS INC", "date-changed": "19810223"}]}
As Filed with the Securities and Exchange Commission on December 26, 1995
                                                       Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ____________________________________

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

             (Exact Name of Registrant as Specified in Its Charter)

               DELAWARE                                        94-1675494
          -----------------                              ---------------------
   (State or Other Jurisdiction of                          (I.R.S. Employer
    Incorporation or Organization)                         Identification No.)

                  3801 ZANKER ROAD, SAN JOSE, CALIFORNIA 95150
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                       1990 Stock Option Plan, as amended
                             1992 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                              James E. Steenbergen
                      President and Chief Executive Officer
                                3801 Zanker Road
                           SAN JOSE, CALIFORNIA 95150
                         ------------------------------
                     (Name and Address of Agent For Service)

                                 (415) 433-3300
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         Copy to:  Sarah A. O'Dowd, Esq.
                        Heller, Ehrman, White & McAuliffe
                              525 University Avenue
                        Palo Alto, California  94301-1908
                                 (415) 324-7000
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                   Proposed       Proposed
 Title of                           maximum        maximum
securities            Amount       offering       aggregate       Amount of
  to be               to be        price per      offering       registration
registered          registered     share (1)        price            fee
- -------------------------------------------------------------------------------
Common Stock,
par value $.20      4,184,073        $7.97        $33,347,062        $6,669
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of computing the amount of registration
     fee pursuant to Rule 457(c) under the Securities Act, as amended, based on
     the average of the high and low prices reported of the Registrant's Common
     Stock on the Nasdaq National Market on December 21, 1995.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed or to be filed with the Commission by
the registrant are incorporated by reference in this registration statement:

          (a)  The registrant's latest Annual Report on Form 10-K for the fiscal
year ended July 29, 1995 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

          (b)  The registrant's Quarterly Reports on Form 10-Q for the quarter
ended October 28, 1995;

          (c)  The description of the Common Stock of the registrant contained
in the registration statement filed under the Exchange Act registering such
Common Stock under Section 12 of the Exchange Act; and

          (d)  All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware.  Article IX of the registrant's
By-Laws provides:

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

          SECTION 1.     GENERAL RIGHT TO INDEMNIFICATION.  Any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reasons of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in the best interests
of the corporation, and, with respect to any criminal action or proceedings, had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          SECTION 2.     INDEMNIFICATION IN DERIVATIVE ACTIONS.  Any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall be
indemnified by the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

          SECTION 3.     DETERMINATION OF RIGHT TO INDEMNIFICATION.  Any
indemnification under Sections 1 and 2 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2.  Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by a majority
vote of a quorum of the stockholders.  Anything hereinabove set forth to the
contrary notwithstanding, to the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2, or in
defense of any claim, issue or matter therein, he shall in any event be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          SECTION 4.     AUTHORITY TO ADVANCE EXPENSES.  Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article.

                                       -3-
SECTION 5.     PROVISIONS NON-EXCLUSIVE.  The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity whole holding such office
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

          SECTION 6.     AUTHORITY TO INSURE.       The corporation is
authorized to purchase and maintain insurance on behalf of any person who is or
was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any such liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article.

ITEM 8.   EXHIBITS

  5       Opinion of Heller Ehrman White & McAuliffe

 23.1     Consent of Heller Ehrman White & McAuliffe
          (filed as part of Exhibit 5)

 23.2     Consent of Independent Public Accountants

 24       Power of Attorney (see page 6)

 99.1     1990 Stock Option Plan, as amended

 99.2     1992 Stock Option Plan

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 of 1933, as amended (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) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement;

                                       -4-
(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 A(1)(i) and A(1)(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 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.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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 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 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 Act and will be governed by the final adjudication of
such issue.

                                       -5-
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,thereunto duly
authorized, in the City of San Jose, State of California, on this 22nd day of
December, 1995.

                              AMATI COMMUNICATIONS CORPORATION

                              By:  James E. Steenbergen
                                 -----------------------------------------------
                                 James E. Steenbergen
                                 President, Chief Executive Officer and Director

                      POWER OF ATTORNEY TO SIGN AMENDMENTS

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint James E. Steenbergen or Terry
O. Medel, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

James E. Steenbergen          President, Chief                December 22, 1995
- --------------------          Executive Officer, Chief
James E. Steenbergen          Financial Office and
                              Director (Principal
                              Executive Officer)
                              (Principal Financial
                              Officer)

                                       -6-
Terry O.Medel                 Treasurer, Secretary and        December 22, l995
- --------------------          Corporate Controller
Terry O.Medel                 (Principal Accounting
                              Officer)

                              Chairman of the Board
- --------------------
James F. Gibbons

John M. Cioffi                Director                        December 22, 1995
- --------------------
John M. Cioffi

                              Director
- --------------------
Aamer Latif

Donald L. Lucas               Director                        December 22, 1995
- --------------------
Donald L. Lucas

                                       -7-
INDEX TO EXHIBITS

                                                                    Sequentially
Item No.            Description of Item                            Numbered Page
- --------            -------------------                            -------------
  5            Opinion of Heller Ehrman White & McAuliffe . . . . . . . . . . .

 23.1          Consent of Heller Ehrman White & McAuliffe
               (filed as part of Exhibit 5) . . . . . . . . . . . . . . . . . .

 23.2          Consent of Independent Public Accountants  . . . . . . . . . . .

 99.1          1990 Stock Option Plan, as amended . . . . . . . . . . . . . . .

 99.2          1992 Stock Option Plan . . . . . . . . . . . . . . . . . . . . .

                                       -8-