<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549


                               FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                           MYLEX CORPORATION
           (Exact name of issuer as specified in its charter)

         FLORIDA                                            59-2291597
___________________________                          ______________________
(State or other jurisdiction                           (I.R.S. Employer
   of incorporation or                                Identification  No.)
       organization)


                     34551 Ardenwood Boulevard
                     Fremont, California  94555
             (Address of principal executive offices)
                     ___________________________

                      1993 STOCK OPTION PLAN
                     (Full title of the plan)
                    ____________________________

                        ALBERT E. MONTROSS
                   Chief Executive Officer and
                           President
                        MYLEX CORPORATION
                     34551 Ardenwood Boulevard
                     Fremont, California 94555
                        (510) 796-6100
     (Name, address and telephone number of agent for service)

                  ________________________________
            Copy to:  Mr. Douglas Clark Neilsson, Esq.
                          Brown & Bain
                1755 Embarcadero Road, Suite 200
                     Palo Alto, CA  94303

<PAGE>

=====================================================================
                 CALCULATION OF REGISTRATION FEE
=====================================================================
                                Proposed     Proposed
Title of                        Maximum      Maximum
Securities       Amount         Offering     Aggregate     Amount
to be            to be          Price Per    Offering      of Registration
Registered       Registered     Share (1)    Price (1)     Fee
______________________________________________________________________________

Common Stock     850,000        $15.00       $12,750,000   $4,396.55

______________________________________________________________________________

(1) Estimated in accordance with Rule 457 (h) solely for the purpose of 
computing the amount of the registration fee based on the average of the high 
and low prices of the Company's Common Stock as reported on the NASDAQ 
National Market System on September 5, 1996.

=====================================================================

                                   page 2

<PAGE>
                                   PART  II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are hereby incorporated by reference in this Registration 
Statement the following documents and information previously filed with the 
Securities and Exchange Commission:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995, filed pursuant to Section 13 of the Securities 
Exchange Act of 1934 (the "Exchange Act").

         (b)  The Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended June 30, 1996.

         (c)  The description of the Company's Common Stock to be offered 
hereby contained in the Company's Registration Statement on Form 8-A dated 
April 12, 1985, filed pursuant to Section 12(g) of the Exchange Act.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Bylaws of the Company provide that any officer, director, 
employee or agent who was or is made a party, or is threatened to be made a 
party, in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, whether the basis of such proceeding is an 
alleged action in an official capacity as a director, officer, employee or 
agent, or in any other capacity while serving as a director, officer, 
employee or agent, shall be indemnified and held harmless by the Company to 
the fullest extent authorized by the Florida 1989 Business Corporation Act 
(the "Florida Act") against all expenses, liability and loss (including all 
expenses, judgments, fines, settlements) reasonably incurred or suffered by 
such person in connection therewith.  Section 607.0850 of the Florida Act 
authorized a court to award, or a 

                                   page 3


<PAGE>
corporation's Board of Directors to grant, indemnity 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 Florida Act.  Further, the Company has entered 
into an indemnification agreement with its officers and directors, providing 
such individuals indemnification to the maximum extent permitted by the 
Florida Act.

         Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Company pursuant to the Florida Act, the foregoing Bylaw 
provision or any Indemnification Agreement, the Company has been informed 
that, in the opinion of the Securities and Exchange Commission, such 
indemnification is against public policy as expressed in the Securities Act 
of 1933 (the "Securities Act")  and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit
         Number

                 4.1  1993 Stock Option Plan, as amended, together with form 
                      of Stock Option Agreement.

                 5.1  Opinion of counsel as to legality of securities being 
                      registered.

                 23.1  Consent of Independent Auditors.

                 23.2  Consent of Counsel (contained in Exhibit 5.1).

                 24.1  Power of Attorney (see page II-5).


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 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.

         (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 

                                   page 4

<PAGE>
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.

         (4)  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 registrant pursuant to the Florida Act, the Bylaws of registrant, 
Indemnification Agreements entered into between registrant and its officers 
and directors, or otherwise, 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 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 
thereunder, registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court to 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.

                                   page 5

<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 Fremont, State of California, on 
this 6th day of September, 1996.

                                    MYLEX CORPORATION


                                    By /s/ Albert E. Montross
                                       ----------------------
                                       Albert E. Montross
                                       Chief Executive Officer and President


                                   page 6

<PAGE>
                             POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Colleen Gray, as his ad-hoc 
attorney-in-fact, with the power of substitution, for him in any and all 
capacities, to sign any amendments to this Registration Statement on Form 
S-8, and to file the same, with exhibits thereto and other documents in 
connection therewith, with the Securities and Exchange Commission, hereby 
ratifying and confirming all that said attorney-in-fact, or her substitute, 
may 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 below by the following persons in the 
capacities and on the dates indicated.

     Signatures                    Title                           Date
     ----------                    -----                           ----

/s/ Ismael Dudhia           Chairman of the Board                 9/6/96
- ------------------------
Ismael Dudhia


/s/ Albert E. Montross      Director, Chief Executive Officer     9/6/96
- ------------------------    and President
Albert E. Montross          


/s/ M. Yaqup Mirza          Director                              9/6/96
- ------------------------
M. Yaqub Mirza


/s/ Inder M. Singh          Director                              9/6/96
- ------------------------
Inder M. Singh


/s/ Richard Love            Director                              9/6/96
- ------------------------
Richard Love              


/s/ Stephen McKenzie        Director                              9/6/96
- ------------------------
Stephen McKenzie


/s/ Colleen Gray            Vice President Finance and            9/6/96
- ------------------------    Chief Financial Officer
Colleen Gray                               

                                   page 7

<PAGE>

                                 Exhibit Index


Exhibit                                               Sequentially
Number                                                Numbered Page
- -------                                               -------------

4.1      1993 Stock Option Plan, as amended               9 - 28

5.1      Opinion of counsel as to legality of                29
         securities being registered.

23.1     Consent of Independent Auditors.                    30

23.2     Consent of Counsel (contained in Exhibit 5.1)       29

25.1     Power of Attorney (see page 7 of                     -
         Registration Statement)

                                   page 8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 12939}]
{"company-data": {"conformed-name": "MYLEX CORP", "cik": "0000731619", "assigned-sic": "3576", "irs-number": "592291597", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11655", "film-number": "96627718"}, "business-address": {"street1": "34551 ARDENWOOD BLVD", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "5107966100"}, "mail-address": {"street1": "34551 ARDENWOOD BLVD", "street2": "34551 ARDENWOOD BLVD", "city": "FREMONT", "state": "CA", "zip": "94555"}}
SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                               FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           MYLEX CORPORATION
           (Exact name of issuer as specified in its charter)

         FLORIDA                                            59-2291597
___________________________                          ______________________
(State or other jurisdiction                           (I.R.S. Employer
   of incorporation or                                Identification  No.)
       organization)

                     34551 Ardenwood Boulevard
                     Fremont, California  94555
             (Address of principal executive offices)
                     ___________________________

                      1993 STOCK OPTION PLAN
                     (Full title of the plan)
                    ____________________________

                        ALBERT E. MONTROSS
                   Chief Executive Officer and
                           President
                        MYLEX CORPORATION
                     34551 Ardenwood Boulevard
                     Fremont, California 94555
                        (510) 796-6100
     (Name, address and telephone number of agent for service)

                  ________________________________
            Copy to:  Mr. Douglas Clark Neilsson, Esq.
                          Brown & Bain
                1755 Embarcadero Road, Suite 200
                     Palo Alto, CA  94303
=====================================================================
                 CALCULATION OF REGISTRATION FEE
=====================================================================
                                Proposed     Proposed
Title of                        Maximum      Maximum
Securities       Amount         Offering     Aggregate     Amount
to be            to be          Price Per    Offering      of Registration
Registered       Registered     Share (1)    Price (1)     Fee
______________________________________________________________________________

Common Stock     850,000        $15.00       $12,750,000   $4,396.55

______________________________________________________________________________

(1) Estimated in accordance with Rule 457 (h) solely for the purpose of 
computing the amount of the registration fee based on the average of the high 
and low prices of the Company's Common Stock as reported on the NASDAQ 
National Market System on September 5, 1996.

=====================================================================

                                   page 2
PART  II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are hereby incorporated by reference in this Registration 
Statement the following documents and information previously filed with the 
Securities and Exchange Commission:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995, filed pursuant to Section 13 of the Securities 
Exchange Act of 1934 (the "Exchange Act").

         (b)  The Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended June 30, 1996.

         (c)  The description of the Company's Common Stock to be offered 
hereby contained in the Company's Registration Statement on Form 8-A dated 
April 12, 1985, filed pursuant to Section 12(g) of the Exchange Act.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Bylaws of the Company provide that any officer, director, 
employee or agent who was or is made a party, or is threatened to be made a 
party, in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, whether the basis of such proceeding is an 
alleged action in an official capacity as a director, officer, employee or 
agent, or in any other capacity while serving as a director, officer, 
employee or agent, shall be indemnified and held harmless by the Company to 
the fullest extent authorized by the Florida 1989 Business Corporation Act 
(the "Florida Act") against all expenses, liability and loss (including all 
expenses, judgments, fines, settlements) reasonably incurred or suffered by 
such person in connection therewith.  Section 607.0850 of the Florida Act 
authorized a court to award, or a 

                                   page 3
corporation's Board of Directors to grant, indemnity 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 Florida Act.  Further, the Company has entered 
into an indemnification agreement with its officers and directors, providing 
such individuals indemnification to the maximum extent permitted by the 
Florida Act.

         Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Company pursuant to the Florida Act, the foregoing Bylaw 
provision or any Indemnification Agreement, the Company has been informed 
that, in the opinion of the Securities and Exchange Commission, such 
indemnification is against public policy as expressed in the Securities Act 
of 1933 (the "Securities Act")  and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit
         Number

                 4.1  1993 Stock Option Plan, as amended, together with form 
                      of Stock Option Agreement.

                 5.1  Opinion of counsel as to legality of securities being 
                      registered.

                 23.1  Consent of Independent Auditors.

                 23.2  Consent of Counsel (contained in Exhibit 5.1).

                 24.1  Power of Attorney (see page II-5).

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 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.

         (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 

                                   page 4
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.

         (4)  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 registrant pursuant to the Florida Act, the Bylaws of registrant, 
Indemnification Agreements entered into between registrant and its officers 
and directors, or otherwise, 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 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 
thereunder, registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court to 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.

                                   page 5
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 Fremont, State of California, on 
this 6th day of September, 1996.

                                    MYLEX CORPORATION

                                    By /s/ Albert E. Montross
                                       ----------------------
                                       Albert E. Montross
                                       Chief Executive Officer and President

                                   page 6
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Colleen Gray, as his ad-hoc 
attorney-in-fact, with the power of substitution, for him in any and all 
capacities, to sign any amendments to this Registration Statement on Form 
S-8, and to file the same, with exhibits thereto and other documents in 
connection therewith, with the Securities and Exchange Commission, hereby 
ratifying and confirming all that said attorney-in-fact, or her substitute, 
may 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 below by the following persons in the 
capacities and on the dates indicated.

     Signatures                    Title                           Date
     ----------                    -----                           ----

/s/ Ismael Dudhia           Chairman of the Board                 9/6/96
- ------------------------
Ismael Dudhia

/s/ Albert E. Montross      Director, Chief Executive Officer     9/6/96
- ------------------------    and President
Albert E. Montross          

/s/ M. Yaqup Mirza          Director                              9/6/96
- ------------------------
M. Yaqub Mirza

/s/ Inder M. Singh          Director                              9/6/96
- ------------------------
Inder M. Singh

/s/ Richard Love            Director                              9/6/96
- ------------------------
Richard Love              

/s/ Stephen McKenzie        Director                              9/6/96
- ------------------------
Stephen McKenzie

/s/ Colleen Gray            Vice President Finance and            9/6/96
- ------------------------    Chief Financial Officer
Colleen Gray                               

                                   page 7
Exhibit Index

Exhibit                                               Sequentially
Number                                                Numbered Page
- -------                                               -------------

4.1      1993 Stock Option Plan, as amended               9 - 28

5.1      Opinion of counsel as to legality of                29
         securities being registered.

23.1     Consent of Independent Auditors.                    30

23.2     Consent of Counsel (contained in Exhibit 5.1)       29

25.1     Power of Attorney (see page 7 of                     -
         Registration Statement)

                                   page 8