Registration
                                                      Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                           MAKER COMMUNICATIONS, INC.
               (Exact name of issuer as specified in its charter)

         Delaware                                      04-3276285
(State of Incorporation)                  (IRS Employer Identification Number)

                   73 Mount Wayte Avenue, Framingham, MA 01702
                    (Address of Principal Executive Offices)

                                 (508) 628-0622
              (Registrant's telephone number, including area code)

                             1996 Stock Option Plan
                        1999 Employee Stock Purchase Plan
                  1999 Non-Employee Director Stock Option Plan
                            1999 Stock Incentive Plan
                            (Full title of the Plans)

                            Richard M. Stein, Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

<S>                 <C>                                          <C>             <C>                  <C>
Common Stock        1996 Stock Option Plan
                         2,447,140                               $2.48           $ 6,068,907.20       $ 1,690 (3)

------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1999 Stock Incentive Plan
                         68,250                                  $26.33          $ 1,797,022.50       $   500 (3)
                         2,531,750                               $26.25          $66,458,437.50       $18,480 (2)

------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1999 Non-Employee Director Stock
                    Option Plan
                         60,000                                 $ 5.77           $   346,200          $  100 (3)
                         245,000                                $26.25           $ 6,481,250          $1,790(2)
------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1999 Employee Stock Purchase Plan
                         400,000                                $26.25           $10,500,000          $2,920(2)
------------------- -------------------------------------- ------------------- ------------------- ------------------
</TABLE>
<PAGE>

(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plans to which this  Registration
         Statement relates.

(2)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the  Securities Act of 1933, as amended (the  "Securities  Act") on the
         basis of the high and low  selling  prices per share of Maker's  Common
         Stock on September 14, 1999, as reported on the Nasdaq National Market.

(3)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the Securities Act, on the basis of the weighted average exercise price
         of the outstanding options.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

     The validity of the  authorization and issuance of the Common Stock offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, Boston, Massachusetts.  Richard M. Stein and Robert P.
Sherman, each a stockholder of Hutchins,  Wheeler & Dittmar, own an aggregate of
16,632  shares of common  stock of the  Company.  Richard  M.  Stein is also the
Assistant  Secretary of the Company.  David P.  Kreisler,  a member of Hutchins,
Wheeler & Dittmar, owns 500 shares of the common stock of the Company.
Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

       Article 10 of the Amended and Restated By-Laws of the Company provides as
follows:

        Section 10.1 Third Party  Actions The  Corporation  shall  indemnify 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 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,  against
expenses  (including  attorney's  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 a  manner  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 no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or upon
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 10.2  Derivative  Actions The  Corporation  shall  indemnify 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 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 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 Court of
Chancery or such other court shall deem proper.

        Section 10.3 Expenses. 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 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

        Section 10.4 Authorization.  Any indemnification under Sections 10.1 and
10.2  (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 10.1 and 10.2.
Such  determination  shall be made (a) 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 (b) 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 (c) by the stockholders.

        Section  10.5  Advance  Payment of  Expenses.  Expenses  incurred  by an
officer or Director 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 such officer or
Director 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
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

        Section 10.6  Non-Exclusiveness.  The  indemnification  provided by this
Article  10 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  while  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 10.7 Insurance. The Corporation shall have power 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 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 10.

        Section 10.8 Constituent Corporations.  The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
Corporation or is or was serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust or other  enterprise,  in the same manner as  hereinabove
provided for 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.

        Section 10.9  Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

Item 7.  Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

Number            Description
<TABLE>
<S>               <C>

4.1               1999 Non-Employee Director Stock Option Plan (Plan filed as Exhibit 10.12 to Registration
                  Statement on Form S-1 [Registration No. 333-74293]).

4.2               1999 Stock Incentive Plan (Plan filed as Exhibit 10.10 to Registration Statement on Form S-1
                  [Registration No. 333-74293])

4.3               1999 Employee Stock Purchase Plan (Plan filed as Exhibit 10.11 to Registration Statement on
                  Form S-1 [Registration No. 333-74293]

4.4               1996 Stock Option Plan (Plan filed as Exhibit 10.8 to Registration Statement on Form S-1
                  [Registration No. 333-74293]

5                 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation, as to legality of shares
                  being registered and consent of Hutchins, Wheeler & Dittmar, A Professional Corporation (filed
                  herewith).

23.2              Consent of Independent Public Accountants - included in Registration Statement under heading
                  "Consent of Independent Public Accountants."
</TABLE>

Item 9.  Undertakings

The undersigned Registrant hereby undertakes the following:

       (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 this  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   this   Registration   Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

               (iii) To include any  material  information  with  respect to the
               plan  of   distribution   not   previously   disclosed   in  this
               Registration Statement or any material change to such information
               in this 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 this
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) The  undersigned  Registrant  hereby  undertakes,  that,  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 Securities Act of
1933  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 Framingham, Massachusetts on September 16, 1999.

                            MAKER COMMUNICATIONS, INC.



                         By:/s/William N. Giudice
                            Name:  William N. Giudice
                            Title:    President and Chief Executive Officer

       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.


<TABLE>
<CAPTION>

Signature                                   Title                                              Date
<S>                                        <C>                                                 <C>

                                            Director, President, Chairman and Chief
/s/William N. Giudice                       Executive Officer (principal executive officer)
William N. Giudice                                                                             September 16, 1999
                                            Chief Financial Officer and Treasurer (principal
/s/Michael Rubino                           financial and accounting officer)                  September 16, 1999
Michael Rubino

/s/Roger Evans                              Director                                           September 16, 1999
Roger Evans

/s/Rob Soni                                 Director                                           September 16, 1999
Rob Soni

/s/Louis Tomasetta                          Director                                           September 16, 1999
Louis Tomasetta

/s/Paul R. Low                              Director                                           September 16, 1999
Paul R. Low

</TABLE>




<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    EXHIBITS

                                       to

                                    FORM S-8


                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933



                           MAKER COMMUNICATIONS, INC.

             (Exact name of registrant as specified in its charter)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23997}]
{"company-data": {"conformed-name": "MAKER COMMUNICATIONS INC", "cik": "0001050132", "assigned-sic": "3674", "irs-number": "043276285", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87295", "film-number": "99713249"}, "business-address": {"street1": "73 MOUNT WAYTE AVENUE", "city": "FRAMINGHAM", "state": "MA", "zip": "01702"}, "mail-address": {"street1": "73 MOUNT WAYTE AVENUE", "city": "FRAMINGHAM", "state": "MA", "zip": "01702"}}
Registration
                                                      Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                           MAKER COMMUNICATIONS, INC.
               (Exact name of issuer as specified in its charter)

         Delaware                                      04-3276285
(State of Incorporation)                  (IRS Employer Identification Number)

                   73 Mount Wayte Avenue, Framingham, MA 01702
                    (Address of Principal Executive Offices)

                                 (508) 628-0622
              (Registrant's telephone number, including area code)

                             1996 Stock Option Plan
                        1999 Employee Stock Purchase Plan
                  1999 Non-Employee Director Stock Option Plan
                            1999 Stock Incentive Plan
                            (Full title of the Plans)

                            Richard M. Stein, Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------- -------------------------------------- ------------------- ------------------- ------------------
     Title of            Amount of Securities to be         Proposed Maximum    Proposed Maximum       Amount of
 Securities to be               Registered(1)                Offering Price        Aggregate       Registration Fee
    Registered                                                 Per Share         Offering Price
------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1996 Stock Option Plan
                         2,447,140                               $2.48           $ 6,068,907.20       $ 1,690 (3)

------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1999 Stock Incentive Plan
                         68,250                                  $26.33          $ 1,797,022.50       $   500 (3)
                         2,531,750                               $26.25          $66,458,437.50       $18,480 (2)

------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1999 Non-Employee Director Stock
                    Option Plan
                         60,000                                 $ 5.77           $   346,200          $  100 (3)
                         245,000                                $26.25           $ 6,481,250          $1,790(2)
------------------- -------------------------------------- ------------------- ------------------- ------------------
Common Stock        1999 Employee Stock Purchase Plan
                         400,000                                $26.25           $10,500,000          $2,920(2)
------------------- -------------------------------------- ------------------- ------------------- ------------------
(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plans to which this  Registration
         Statement relates.

(2)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the  Securities Act of 1933, as amended (the  "Securities  Act") on the
         basis of the high and low  selling  prices per share of Maker's  Common
         Stock on September 14, 1999, as reported on the Nasdaq National Market.

(3)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the Securities Act, on the basis of the weighted average exercise price
         of the outstanding options.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

     The validity of the  authorization and issuance of the Common Stock offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, Boston, Massachusetts.  Richard M. Stein and Robert P.
Sherman, each a stockholder of Hutchins,  Wheeler & Dittmar, own an aggregate of
16,632  shares of common  stock of the  Company.  Richard  M.  Stein is also the
Assistant  Secretary of the Company.  David P.  Kreisler,  a member of Hutchins,
Wheeler & Dittmar, owns 500 shares of the common stock of the Company.
Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

       Article 10 of the Amended and Restated By-Laws of the Company provides as
follows:

        Section 10.1 Third Party  Actions The  Corporation  shall  indemnify 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 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,  against
expenses  (including  attorney's  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 a  manner  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 no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or upon
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 10.2  Derivative  Actions The  Corporation  shall  indemnify 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 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 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 Court of
Chancery or such other court shall deem proper.

        Section 10.3 Expenses. 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 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

        Section 10.4 Authorization.  Any indemnification under Sections 10.1 and
10.2  (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 10.1 and 10.2.
Such  determination  shall be made (a) 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 (b) 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 (c) by the stockholders.

        Section  10.5  Advance  Payment of  Expenses.  Expenses  incurred  by an
officer or Director 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 such officer or
Director 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
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

        Section 10.6  Non-Exclusiveness.  The  indemnification  provided by this
Article  10 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  while  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 10.7 Insurance. The Corporation shall have power 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 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 10.

        Section 10.8 Constituent Corporations.  The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
Corporation or is or was serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust or other  enterprise,  in the same manner as  hereinabove
provided for 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.

        Section 10.9  Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

Item 7.  Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

Number            Description
4.1               1999 Non-Employee Director Stock Option Plan (Plan filed as Exhibit 10.12 to Registration
                  Statement on Form S-1 [Registration No. 333-74293]).

4.2               1999 Stock Incentive Plan (Plan filed as Exhibit 10.10 to Registration Statement on Form S-1
                  [Registration No. 333-74293])

4.3               1999 Employee Stock Purchase Plan (Plan filed as Exhibit 10.11 to Registration Statement on
                  Form S-1 [Registration No. 333-74293]

4.4               1996 Stock Option Plan (Plan filed as Exhibit 10.8 to Registration Statement on Form S-1
                  [Registration No. 333-74293]

5                 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation, as to legality of shares
                  being registered and consent of Hutchins, Wheeler & Dittmar, A Professional Corporation (filed
                  herewith).

23.2              Consent of Independent Public Accountants - included in Registration Statement under heading
                  "Consent of Independent Public Accountants."
Item 9.  Undertakings

The undersigned Registrant hereby undertakes the following:

       (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 this  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   this   Registration   Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

               (iii) To include any  material  information  with  respect to the
               plan  of   distribution   not   previously   disclosed   in  this
               Registration Statement or any material change to such information
               in this 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 this
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) The  undersigned  Registrant  hereby  undertakes,  that,  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 Securities Act of
1933  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 Framingham, Massachusetts on September 16, 1999.

                            MAKER COMMUNICATIONS, INC.

                         By:/s/William N. Giudice
                            Name:  William N. Giudice
                            Title:    President and Chief Executive Officer

       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
Director, President, Chairman and Chief
/s/William N. Giudice                       Executive Officer (principal executive officer)
William N. Giudice                                                                             September 16, 1999
                                            Chief Financial Officer and Treasurer (principal
/s/Michael Rubino                           financial and accounting officer)                  September 16, 1999
Michael Rubino

/s/Roger Evans                              Director                                           September 16, 1999
Roger Evans

/s/Rob Soni                                 Director                                           September 16, 1999
Rob Soni

/s/Louis Tomasetta                          Director                                           September 16, 1999
Louis Tomasetta

/s/Paul R. Low                              Director                                           September 16, 1999
Paul R. Low
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                           MAKER COMMUNICATIONS, INC.

             (Exact name of registrant as specified in its charter)