<PAGE>
      As filed with the Securities and Exchange Commission on July 21, 1998
                                    Registration Statement No. 333-________
===========================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________



                                 FORM S-8
                          Registration Statement
                                   Under
                        The Securities Act of 1933

                          ______________________


                         C-CUBE MICROSYSTEMS INC.
          (Exact name of Registrant as specified in its charter)

                          ______________________


       Delaware                                          77-0192108
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)



            1778 McCarthy Boulevard, Milpitas, California 95035
    (Address of Registrant's Principal Executive Offices)   (Zip Code)
                          ______________________


                     1998 Employee Stock Purchase Plan
                         1994 Employee Stock Plan
                        (Full titles of the Plans)
                          ______________________

                             John J. Hagedorn
               Vice President of Finance and Administration,
              Chief Financial Officer and Assistant Secretary
                         C-Cube Microsystems Inc.
                          1778 McCarthy Boulevard
                        Milpitas, California 95035
                              (408) 944-6300
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                          ______________________

                                 Copy to:
                           Aaron J. Alter, Esq.
                     Wilson Sonsini Goodrich & Rosati
                         Professional Corporation
                            650 Page Mill Road
                     Palo Alto, California 94304-1050
                              (650) 493-9300

===========================================================================
<PAGE>

                     CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------

                                       Proposed     Proposed 
                                       Maximum      Maximum
                                       Offering     Aggregate    Amount of
 Title of Securities    Amount to be   Price Per    Offering    Registration
 to be Registered        Registered    Share (1)    Price (1)     Fee (1)

Common Stock, $0.001 par
value Issuable under:

1998 Employee Stock
Purchase Plan              800,000       $19.188     $15,350,400  $ 4,528.00

1994 Employee Stock      3,640,615       $19.188     $69,856,121  $20,608.00
Plan

Total                    4,440,615           -       $85,206,521  $25,136.00
----------------------------------------------------------------------------

(1)Estimated in accordance with Rule 457(h) under the Securities Act of
   1933 solely for the purpose of computing the amount of the registration
   fee based on the average of the high and low prices of the registrant's
   Common Stock as reported on the Nasdaq National Market on July 15, 1998.





<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents and information filed with the Securities
and Exchange Commission (the "Commission") by the registrant are
incorporated herein by reference:

          (a)  The registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997 (File No. 000-
               23596) pursuant to Section 13(a) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act").

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

          (c)  The description of the registrant Common Stock as set forth
               in the Registration Statement filed by the Company on Form 8-
               A (File No. 000-23596) filed pursuant to Section 12(g) of
               the Exchange Act and any amendments or reports filed with
               the Commission for the purpose of updating such description.

          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 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 rom 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.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant,
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933.  The registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law.  In
addition,  the registrant maintains liability insurance for its directors
and principal executive officers, including insurance against liabilities
under the Securities Act of 1933 pursuant to a written agreement with each
such director and officer.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Index to Exhibits.

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;

                    (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;

                    (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 Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.

               (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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 any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.



<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Milpitas, State of California, on
June 30, 1998.


                                   By:  /s/ Alexandre A. Balkanski
                                        Alexandre A. Balkanski, Ph.D.
                                        President and Chief Executive Officer

                       POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alexandre A. Balkanski, Ph.D. and
John J. Hagedorn, jointly and severally, as his true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubsti
tution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, 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 connection therewith, as
fully and to all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


        Signature                   Title               Date


/s/ Donald T. Valentine     Director and Chairman     June 30, 1998
Donald T. Valentine             of the Board        

/s/ Alexandre A. Balkanski    President, Chief        June 30, 1998
Alexandre A. Balkanski      Executive Officer and   
                             Director (Principal
                             Executive Officer)

/s/ John J. Hagedorn          Vice President of       June 25, 1998
John J. Hagedorn                 Finance and        
                            Administration, Chief
                            Financial Officer and
                             Assistant Secretary
                            (Principal Financial
                           and Accounting Officer)

/s/ Gregorio Reyes                Director            June 30, 1998
Gregorio Reyes                                      

/s/ T.J. Rodgers                  Director            June 30, 1998
T.J. Rodgers                                        

/s/ Baryn S. Futa                 Director            June 30, 1998
Baryn S. Futa                                       

/s/ Donald McKinney               Director            June 25, 1998
Donald McKinney                                     






<PAGE>
                        INDEX TO EXHIBITS


  Exhibit            Description of Document
  Number


   5.1      Opinion of counsel with respect to the securities
            being registered.


   23.1     Independent auditors' consent.


   23.2     Consent of counsel (contained in Exhibit 5.1).


   24.1     Power of Attorney (see page II-4).


   99.1     1998 Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "S-8 DOCUMENT", "secsgml_size_bytes": 13631}]
{"company-data": {"conformed-name": "C CUBE MICROSYSTEMS INC", "cik": "0000919870", "assigned-sic": "3577", "irs-number": "770192108", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59483", "film-number": "98669046"}, "business-address": {"street1": "1778 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "408-944-6300"}, "mail-address": {"street1": "1778 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on July 21, 1998
                                    Registration Statement No. 333-________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ______________________

                                 FORM S-8
                          Registration Statement
                                   Under
                        The Securities Act of 1933

                          ______________________

                         C-CUBE MICROSYSTEMS INC.
          (Exact name of Registrant as specified in its charter)

                          ______________________

       Delaware                                          77-0192108
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)

            1778 McCarthy Boulevard, Milpitas, California 95035
    (Address of Registrant's Principal Executive Offices)   (Zip Code)
                          ______________________

                     1998 Employee Stock Purchase Plan
                         1994 Employee Stock Plan
                        (Full titles of the Plans)
                          ______________________

                             John J. Hagedorn
               Vice President of Finance and Administration,
              Chief Financial Officer and Assistant Secretary
                         C-Cube Microsystems Inc.
                          1778 McCarthy Boulevard
                        Milpitas, California 95035
                              (408) 944-6300
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                          ______________________

                                 Copy to:
                           Aaron J. Alter, Esq.
                     Wilson Sonsini Goodrich & Rosati
                         Professional Corporation
                            650 Page Mill Road
                     Palo Alto, California 94304-1050
                              (650) 493-9300

===========================================================================
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------

                                       Proposed     Proposed 
                                       Maximum      Maximum
                                       Offering     Aggregate    Amount of
 Title of Securities    Amount to be   Price Per    Offering    Registration
 to be Registered        Registered    Share (1)    Price (1)     Fee (1)

Common Stock, $0.001 par
value Issuable under:

1998 Employee Stock
Purchase Plan              800,000       $19.188     $15,350,400  $ 4,528.00

1994 Employee Stock      3,640,615       $19.188     $69,856,121  $20,608.00
Plan

Total                    4,440,615           -       $85,206,521  $25,136.00
----------------------------------------------------------------------------

(1)Estimated in accordance with Rule 457(h) under the Securities Act of
   1933 solely for the purpose of computing the amount of the registration
   fee based on the average of the high and low prices of the registrant's
   Common Stock as reported on the Nasdaq National Market on July 15, 1998.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents and information filed with the Securities
and Exchange Commission (the "Commission") by the registrant are
incorporated herein by reference:

          (a)  The registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997 (File No. 000-
               23596) pursuant to Section 13(a) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act").

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

          (c)  The description of the registrant Common Stock as set forth
               in the Registration Statement filed by the Company on Form 8-
               A (File No. 000-23596) filed pursuant to Section 12(g) of
               the Exchange Act and any amendments or reports filed with
               the Commission for the purpose of updating such description.

          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 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 rom 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.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant,
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933.  The registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law.  In
addition,  the registrant maintains liability insurance for its directors
and principal executive officers, including insurance against liabilities
under the Securities Act of 1933 pursuant to a written agreement with each
such director and officer.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Index to Exhibits.

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;

                    (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;

                    (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 Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.

               (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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 any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Milpitas, State of California, on
June 30, 1998.

                                   By:  /s/ Alexandre A. Balkanski
                                        Alexandre A. Balkanski, Ph.D.
                                        President and Chief Executive Officer

                       POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alexandre A. Balkanski, Ph.D. and
John J. Hagedorn, jointly and severally, as his true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubsti
tution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, 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 connection therewith, as
fully and to all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

        Signature                   Title               Date

/s/ Donald T. Valentine     Director and Chairman     June 30, 1998
Donald T. Valentine             of the Board        

/s/ Alexandre A. Balkanski    President, Chief        June 30, 1998
Alexandre A. Balkanski      Executive Officer and   
                             Director (Principal
                             Executive Officer)

/s/ John J. Hagedorn          Vice President of       June 25, 1998
John J. Hagedorn                 Finance and        
                            Administration, Chief
                            Financial Officer and
                             Assistant Secretary
                            (Principal Financial
                           and Accounting Officer)

/s/ Gregorio Reyes                Director            June 30, 1998
Gregorio Reyes                                      

/s/ T.J. Rodgers                  Director            June 30, 1998
T.J. Rodgers                                        

/s/ Baryn S. Futa                 Director            June 30, 1998
Baryn S. Futa                                       

/s/ Donald McKinney               Director            June 25, 1998
Donald McKinney
INDEX TO EXHIBITS

  Exhibit            Description of Document
  Number

   5.1      Opinion of counsel with respect to the securities
            being registered.

   23.1     Independent auditors' consent.

   23.2     Consent of counsel (contained in Exhibit 5.1).

   24.1     Power of Attorney (see page II-4).

   99.1     1998 Employee Stock Purchase Plan.