As filed with the Securities and Exchange Commission on May 3, 2004
                                                 Registration No. 333-__________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)
                              ____________________

           Delaware                                        94-2925073
    ________________________               _____________________________________
    (State of Incorporation)               (I.R.S. Employer Identification No.)


                               3975 Freedom Circle
                          Santa Clara, California 95054
                    (Address of principal executive offices)
                              ____________________

                        1991 Employee Stock Purchase Plan
                            1994 Incentive Stock Plan
                             2001 Stock Option Plan
                            (Full title of the plans)
                              ____________________

                                Robert L. Bailey
                      President and Chief Executive Officer
                               3975 Freedom Circle
                          Santa Clara, California 95054
                                 (408) 239-8000
            (Name, address and telephone number of agent for service)
                              ____________________

                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              ____________________


                         CALCULATION OF REGISTRATION FEE
<TABLE>
===================================== ======================= =================== =========================== ======================
<S>                                    <C>                    <C>                 <C>                         <C>
                                                                  Proposed                Proposed
              Title of                                             Maximum                 Maximum                    Amount
             Securities                       Amount               Offering               Aggregate                     of
               to be                          to be               Price Per                Offering                Registration
             Registered                     Registered              Share                   Price                      Fee
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
       $0.001 par value (1) (5)             1,743,383               $ 12.41 (4)      $  21,635,383.03  (4)         $  2,741.20
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
       $0.001 par value (2) (5)             8,716,915               $ 12.41 (4)      $ 108,176,927.56  (4)         $ 13,706.02
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
            Common Stock
       $0.001 par value (3) (5)            10,000,000               $ 12.41 (4)      $ 124,100,000.00  (4)         $ 15,723.47
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
</TABLE>

  (1) Shares to be registered under the 1991 Employee Stock Purchase Plan ("1991
      Plan").

  (2) Shares to be registered under the 1994 Incentive Stock Plan ("1994
      Plan").

  (3) Shares to be registered under the 2001 Stock Option Plan ("2001
      Plan").

  (4) Estimated  pursuant to Rule 457(c) under the  Securities Act solely for
      the purpose of calculating  the  registration  fee.
      Based on the average of the high and low prices of Common  Stock on
      May 3, 2004, as  reported  on the Nasdaq  National Market.

  (5) Includes  Preferred Stock Purchase  Rights,  which,  prior to the
      occurrence of certain events,  will not be exercisable or evidenced
      separately from the Common Stock.
================================================================================


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.
            ---------------------------------------

            The following documents previously filed by us with the Securities
and Exchange Commission are incorporated by reference into this registration
statement:

            (a) Our  Annual  Report  on Form  10-K  for the  fiscal  year  ended
                December 28, 2003;


            (b) Our Current Reports on Form 8-K dated January 20, 2004 and April
                15,  2004,  except to the  extent  that  information  therein is
                furnished  and  not  filed  with  the  Securities  and  Exchange
                Commission;

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

            (d) The  description  of our common  stock to be  offered  hereby is
                contained  in our  Amendment  No.  3 to  Form  S-3  Registration
                Statement  filed  on  January  4,  2002,  with  the  Commission,
                including  any  amendment  or report  filed for the  purpose  of
                updating such description.

            (e) The description of our preferred stock purchase rights contained
                in the Registration Statement on Form 8-A filed on May 14, 2001,
                as amended by the Registration  Statement on Form 8-A/A filed on
                November 20, 2001.

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

Item 4.     Description of Securities.
            -------------------------

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.
            --------------------------------------

            Not applicable.

Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

Certificate of Incorporation

            Our certificate of incorporation provides for the indemnification of
our directors and officers to the fullest  extent  permitted by Delaware law, as
the same now exists or as it may be amended in the future.  Under  Delaware law,
such provision may not indemnify directors' or officers' liability for:


            o breaches of the  directors'  or officers'  duty of loyalty to the
              corporation or its stockholders;

            o acts or omissions  not in good faith or that  involve  intentional
              misconduct or a knowing violation of law;

<PAGE>

            o the unlawful  payments of dividends or unlawful stock  repurchases
              or redemptions; or

            o transactions  in which the director or officer derived an improper
              personal benefit.

Bylaws

            Our bylaws  provide that our  directors,  officers,  employees,  and
agents  shall  be  indemnified  against  expenses  including   attorneys'  fees,
judgments,  fines,  settlements  actually and reasonably  incurred in connection
with any  proceeding  arising  out of their  status  as such.  Our  bylaws  also
authorize us to provide insurance for our directors,  officers, employees and/or
agents, against any expense, liability or loss, whether or not we would have the
power to indemnify  such person  against such  expense,  liability or loss under
Delaware law.

Indemnification Agreements

            We have  entered into  agreements  to indemnify  our  directors  and
officers, in addition to the indemnification  provided for in our certificate of
incorporation and bylaws.  These agreements,  among other things,  indemnify our
directors  and  officers  for  certain  expenses,   including  attorney's  fees,
judgments,  fines and  settlement  amounts  incurred  by any such  person in any
action or  proceeding,  including any action by us, arising out of such person's
services as a director or officer for us, or for any of our subsidiaries, or for
any other  company or enterprise  to which the person  provides  services at our
request.

Item 7.     Exemption from Registration Claimed.
            -----------------------------------

            Not applicable.

Item 8.     Exhibits.
            --------


Exhibit
Number                                      Exhibit
-------------      -------------------------------------------------------------
    4.1*              1991 Employee Stock Purchase Plan

    4.2*              1994 Incentive Stock Plan

    4.3**             2001 Stock Option Plan

    5.1               Opinion of Wilson Sonsini Goodrich & Rosati,
                      Professional Corporation

   23.1               Consent  of  Deloitte & Touche  LLP,  Vancouver,
                      British  Columbia,  Canada,  Independent Auditors

   23.2               Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1               Power of Attorney (see page II-4)

    *                 Incorporated by reference to Quarterly Report on Form 10-Q
                      filed with the Securities and Exchange Commission on May
                      13, 2003
<PAGE>

   **                 Incorporated by reference to Quarterly Report on Form 10-Q
                      filed with the Securities and Exchange Commission on
                      August 12, 2003


Item 9.     Undertakings.
            ------------

            (a) We hereby undertake:

         (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  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 post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

           (b)  We hereby  undertake  that,  for  purposes  of  determining  any
liability under the Securities Act, each filing of our 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.

           (c)  Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of ours pursuant to the Delaware  General  Corporation  Law, our  Certificate of
Incorporation or the Bylaws,  Indemnification Agreements entered into between us
and our officers and directors,  or otherwise,  we have been advised that in the
opinion of the  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 us 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  hereunder,  we 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 and will be governed by
the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Santa  Clara,  California,  on this 3rd day of May,
2004.

                               PMC-SIERRA, INC.

                               By:  /S/ ALAN KROCK
                                   ------------------------------------
                                    Alan Krock,  Vice President of Finance and
                                    Chief  Financial  Officer
                                   (Principal Financial and Accounting Officer)



                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L.  Bailey  and  Alan  Krock  his  attorneys-in-fact,  each  with  the  power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact,  or his substitute or substitutes, may do or cause to be
done by virtue hereof.

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

         Signature                      Title                           Date


 /S/ ROBERT L. BAILEY       President and Chief Executive Officer    May 3, 2004
-------------------------   (Principal Executive Officer)
(Robert L. Bailey)


 /S/ ALAN KROCK             Vice President of Finance and Chief      May 3, 2004
-------------------------   Financial Officer
(Alan Krock)                (Principal Financial and Accounting
                             Officer)



 /S/ ALEXANDRE BALKANSKI    Chairman of the Board of Directors       May 3, 2004
-------------------------
(Alexandre Balkanski)


 /S/ JAMES DILLER           Vice Chairman of the Board of Directors  May 3, 2004
-------------------------
(James Diller)


 /S/ RICHARD BELLUZZO       Director                                 May 3, 2004
-------------------------
(Richard Belluzzo)


 /S/ JONATHAN JUDGE         Director                                 May 3, 2004
-------------------------
(Jonathan Judge)


 /S/ WILLIAM KURTZ          Director                                 May 3, 2004
-------------------------
(William Kurtz)


 /S/ FRANK J. MARSHALL      Director                                 May 3, 2004
-------------------------
(Frank J. Marshall)


 /S/ LEWIS O. WILKS         Director                                 May 3, 2004
-------------------------
(Lewis O. Wilks)



<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                                    Exhibit
------------        ------------------------------------------------------------

    4.1*              1991 Employee Stock Purchase Plan


    4.2*              1994 Incentive Stock Plan


    4.3**             2001 Stock Option Plan


    5.1               Opinion of Wilson Sonsini Goodrich & Rosati,
                      Professional Corporation

   23.1               Consent  of  Deloitte & Touche  LLP,  Vancouver,
                      British  Columbia,  Canada,  independent auditors

   23.2               Consent  of Wilson  Sonsini  Goodrich  & Rosati,
                      Professional  Corporation  (included  in Exhibit 5.1
                      above)

   24.1               Power of Attorney (see page II-4)

    *                 Incorporated by reference to Quarterly Report on Form 10-Q
                      filed with the Securities and Exchange Commission on May
                      13, 2003

   **                 Incorporated by reference to Quarterly Report on From 10-Q
                      filed with the Securities and Exchange Commission
                      on August 12, 2003









<PAGE>



                                                                     Exhibit 5.1

                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION


                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                  TELEPHONE 650-493-9300 FACSIMILE 650-493-6811


                                   May 3, 2004

PMC-Sierra, Inc.
3975 Freedom Circle
Santa Clara, California 95054

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have examined the Registration  Statement on Form S-8 to be filed by
PMC-Sierra, Inc. ("PMC") with the Securities and Exchange Commission on or about
May 3, 2004 (the  "Registration  Statement") in connection with the registration
under the Securities Act of 1933, as amended,  of 1,743,383 shares of PMC Common
Stock to be issued  pursuant to the 1991 Employee  Stock Purchase Plan ("ESPP"),
8,716,915 shares of PMC Common Stock to be issued pursuant to the 1994 Incentive
Stock Plan ("1994 Plan"), and 10,000,000 shares of PMC Common Stock to be issued
pursuant  to the  2001  Stock  Option  Plan  ("2001  Plan")  (collectively,  the
"Shares").  As PMC's  counsel  in  connection  with  this  transaction,  we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by PMC in connection  with the issuance and sale of the Shares pursuant
to the ESPP, the 1994 Plan and the 2001 Plan.

         It is our  opinion  that,  when  shares of PMC are  issued and sold (i)
pursuant to the ESPP, (ii) pursuant to options  granted in the manner  described
in the 1994 Plan and 2001 Plan and pursuant to the  agreements  which  accompany
each grant  under the 1994 Plan and 2001 Plan,  the Shares  will be legally  and
validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                    Very truly yours,

                                    /s/ WILSON SONSINI GOODRICH & ROSATI

                                    WILSON SONSINI GOODRICH & ROSATI
                                    Professional Corporation



<PAGE>

                                                                    Exhibit 23.1


             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement  of  PMC-Sierra,  Inc. on Form S-8 of our report  dated March 10, 2004
appearing  in the Annual  Report on Form 10-K of  PMC-Sierra,  Inc. for the year
ended December 28, 2003.


/s/ DELOITTE & TOUCHE LLP

Vancouver, British Columbia
May 3, 2004
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{"company-data": {"conformed-name": "PMC SIERRA INC", "cik": "0000767920", "assigned-sic": "3674", "irs-number": "942925073", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115123", "film-number": "04775055"}, "business-address": {"street1": "3975 FREEDOM CIRCLE", "street2": "MISSION TOWER ONE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "408-369-1176"}, "mail-address": {"street1": "ATTENTION: TREASURER", "street2": "3975 FREEDOM CIRCLE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on May 3, 2004
                                                 Registration No. 333-__________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)
                              ____________________

           Delaware                                        94-2925073
    ________________________               _____________________________________
    (State of Incorporation)               (I.R.S. Employer Identification No.)

                               3975 Freedom Circle
                          Santa Clara, California 95054
                    (Address of principal executive offices)
                              ____________________

                        1991 Employee Stock Purchase Plan
                            1994 Incentive Stock Plan
                             2001 Stock Option Plan
                            (Full title of the plans)
                              ____________________

                                Robert L. Bailey
                      President and Chief Executive Officer
                               3975 Freedom Circle
                          Santa Clara, California 95054
                                 (408) 239-8000
            (Name, address and telephone number of agent for service)
                              ____________________

                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              ____________________

                         CALCULATION OF REGISTRATION FEE

===================================== ======================= =================== =========================== ======================
Proposed                Proposed
              Title of                                             Maximum                 Maximum                    Amount
             Securities                       Amount               Offering               Aggregate                     of
               to be                          to be               Price Per                Offering                Registration
             Registered                     Registered              Share                   Price                      Fee
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
       $0.001 par value (1) (5)             1,743,383               $ 12.41 (4)      $  21,635,383.03  (4)         $  2,741.20
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
       $0.001 par value (2) (5)             8,716,915               $ 12.41 (4)      $ 108,176,927.56  (4)         $ 13,706.02
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
            Common Stock
       $0.001 par value (3) (5)            10,000,000               $ 12.41 (4)      $ 124,100,000.00  (4)         $ 15,723.47
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
(1) Shares to be registered under the 1991 Employee Stock Purchase Plan ("1991
      Plan").

  (2) Shares to be registered under the 1994 Incentive Stock Plan ("1994
      Plan").

  (3) Shares to be registered under the 2001 Stock Option Plan ("2001
      Plan").

  (4) Estimated  pursuant to Rule 457(c) under the  Securities Act solely for
      the purpose of calculating  the  registration  fee.
      Based on the average of the high and low prices of Common  Stock on
      May 3, 2004, as  reported  on the Nasdaq  National Market.

  (5) Includes  Preferred Stock Purchase  Rights,  which,  prior to the
      occurrence of certain events,  will not be exercisable or evidenced
      separately from the Common Stock.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
            ---------------------------------------

            The following documents previously filed by us with the Securities
and Exchange Commission are incorporated by reference into this registration
statement:

            (a) Our  Annual  Report  on Form  10-K  for the  fiscal  year  ended
                December 28, 2003;

            (b) Our Current Reports on Form 8-K dated January 20, 2004 and April
                15,  2004,  except to the  extent  that  information  therein is
                furnished  and  not  filed  with  the  Securities  and  Exchange
                Commission;

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

            (d) The  description  of our common  stock to be  offered  hereby is
                contained  in our  Amendment  No.  3 to  Form  S-3  Registration
                Statement  filed  on  January  4,  2002,  with  the  Commission,
                including  any  amendment  or report  filed for the  purpose  of
                updating such description.

            (e) The description of our preferred stock purchase rights contained
                in the Registration Statement on Form 8-A filed on May 14, 2001,
                as amended by the Registration  Statement on Form 8-A/A filed on
                November 20, 2001.

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

Item 4.     Description of Securities.
            -------------------------

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.
            --------------------------------------

            Not applicable.

Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

Certificate of Incorporation

            Our certificate of incorporation provides for the indemnification of
our directors and officers to the fullest  extent  permitted by Delaware law, as
the same now exists or as it may be amended in the future.  Under  Delaware law,
such provision may not indemnify directors' or officers' liability for:

            o breaches of the  directors'  or officers'  duty of loyalty to the
              corporation or its stockholders;

            o acts or omissions  not in good faith or that  involve  intentional
              misconduct or a knowing violation of law;
o the unlawful  payments of dividends or unlawful stock  repurchases
              or redemptions; or

            o transactions  in which the director or officer derived an improper
              personal benefit.

Bylaws

            Our bylaws  provide that our  directors,  officers,  employees,  and
agents  shall  be  indemnified  against  expenses  including   attorneys'  fees,
judgments,  fines,  settlements  actually and reasonably  incurred in connection
with any  proceeding  arising  out of their  status  as such.  Our  bylaws  also
authorize us to provide insurance for our directors,  officers, employees and/or
agents, against any expense, liability or loss, whether or not we would have the
power to indemnify  such person  against such  expense,  liability or loss under
Delaware law.

Indemnification Agreements

            We have  entered into  agreements  to indemnify  our  directors  and
officers, in addition to the indemnification  provided for in our certificate of
incorporation and bylaws.  These agreements,  among other things,  indemnify our
directors  and  officers  for  certain  expenses,   including  attorney's  fees,
judgments,  fines and  settlement  amounts  incurred  by any such  person in any
action or  proceeding,  including any action by us, arising out of such person's
services as a director or officer for us, or for any of our subsidiaries, or for
any other  company or enterprise  to which the person  provides  services at our
request.

Item 7.     Exemption from Registration Claimed.
            -----------------------------------

            Not applicable.

Item 8.     Exhibits.
            --------

Exhibit
Number                                      Exhibit
-------------      -------------------------------------------------------------
    4.1*              1991 Employee Stock Purchase Plan

    4.2*              1994 Incentive Stock Plan

    4.3**             2001 Stock Option Plan

    5.1               Opinion of Wilson Sonsini Goodrich & Rosati,
                      Professional Corporation

   23.1               Consent  of  Deloitte & Touche  LLP,  Vancouver,
                      British  Columbia,  Canada,  Independent Auditors

   23.2               Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1               Power of Attorney (see page II-4)

    *                 Incorporated by reference to Quarterly Report on Form 10-Q
                      filed with the Securities and Exchange Commission on May
                      13, 2003
**                 Incorporated by reference to Quarterly Report on Form 10-Q
                      filed with the Securities and Exchange Commission on
                      August 12, 2003

Item 9.     Undertakings.
            ------------

            (a) We hereby undertake:

         (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  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 post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

           (b)  We hereby  undertake  that,  for  purposes  of  determining  any
liability under the Securities Act, each filing of our 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.

           (c)  Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of ours pursuant to the Delaware  General  Corporation  Law, our  Certificate of
Incorporation or the Bylaws,  Indemnification Agreements entered into between us
and our officers and directors,  or otherwise,  we have been advised that in the
opinion of the  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 us 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  hereunder,  we 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 and will be governed by
the final adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Santa  Clara,  California,  on this 3rd day of May,
2004.

                               PMC-SIERRA, INC.

                               By:  /S/ ALAN KROCK
                                   ------------------------------------
                                    Alan Krock,  Vice President of Finance and
                                    Chief  Financial  Officer
                                   (Principal Financial and Accounting Officer)

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L.  Bailey  and  Alan  Krock  his  attorneys-in-fact,  each  with  the  power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact,  or his substitute or substitutes, may do or cause to be
done by virtue hereof.

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

         Signature                      Title                           Date

 /S/ ROBERT L. BAILEY       President and Chief Executive Officer    May 3, 2004
-------------------------   (Principal Executive Officer)
(Robert L. Bailey)

 /S/ ALAN KROCK             Vice President of Finance and Chief      May 3, 2004
-------------------------   Financial Officer
(Alan Krock)                (Principal Financial and Accounting
                             Officer)

 /S/ ALEXANDRE BALKANSKI    Chairman of the Board of Directors       May 3, 2004
-------------------------
(Alexandre Balkanski)

 /S/ JAMES DILLER           Vice Chairman of the Board of Directors  May 3, 2004
-------------------------
(James Diller)

 /S/ RICHARD BELLUZZO       Director                                 May 3, 2004
-------------------------
(Richard Belluzzo)

 /S/ JONATHAN JUDGE         Director                                 May 3, 2004
-------------------------
(Jonathan Judge)

 /S/ WILLIAM KURTZ          Director                                 May 3, 2004
-------------------------
(William Kurtz)

 /S/ FRANK J. MARSHALL      Director                                 May 3, 2004
-------------------------
(Frank J. Marshall)

 /S/ LEWIS O. WILKS         Director                                 May 3, 2004
-------------------------
(Lewis O. Wilks)
EXHIBIT INDEX

Exhibit
Number                                    Exhibit
------------        ------------------------------------------------------------

    4.1*              1991 Employee Stock Purchase Plan

    4.2*              1994 Incentive Stock Plan

    4.3**             2001 Stock Option Plan

    5.1               Opinion of Wilson Sonsini Goodrich & Rosati,
                      Professional Corporation

   23.1               Consent  of  Deloitte & Touche  LLP,  Vancouver,
                      British  Columbia,  Canada,  independent auditors

   23.2               Consent  of Wilson  Sonsini  Goodrich  & Rosati,
                      Professional  Corporation  (included  in Exhibit 5.1
                      above)

   24.1               Power of Attorney (see page II-4)

    *                 Incorporated by reference to Quarterly Report on Form 10-Q
                      filed with the Securities and Exchange Commission on May
                      13, 2003

   **                 Incorporated by reference to Quarterly Report on From 10-Q
                      filed with the Securities and Exchange Commission
                      on August 12, 2003
Exhibit 5.1

                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION

                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                  TELEPHONE 650-493-9300 FACSIMILE 650-493-6811

                                   May 3, 2004

PMC-Sierra, Inc.
3975 Freedom Circle
Santa Clara, California 95054

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have examined the Registration  Statement on Form S-8 to be filed by
PMC-Sierra, Inc. ("PMC") with the Securities and Exchange Commission on or about
May 3, 2004 (the  "Registration  Statement") in connection with the registration
under the Securities Act of 1933, as amended,  of 1,743,383 shares of PMC Common
Stock to be issued  pursuant to the 1991 Employee  Stock Purchase Plan ("ESPP"),
8,716,915 shares of PMC Common Stock to be issued pursuant to the 1994 Incentive
Stock Plan ("1994 Plan"), and 10,000,000 shares of PMC Common Stock to be issued
pursuant  to the  2001  Stock  Option  Plan  ("2001  Plan")  (collectively,  the
"Shares").  As PMC's  counsel  in  connection  with  this  transaction,  we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by PMC in connection  with the issuance and sale of the Shares pursuant
to the ESPP, the 1994 Plan and the 2001 Plan.

         It is our  opinion  that,  when  shares of PMC are  issued and sold (i)
pursuant to the ESPP, (ii) pursuant to options  granted in the manner  described
in the 1994 Plan and 2001 Plan and pursuant to the  agreements  which  accompany
each grant  under the 1994 Plan and 2001 Plan,  the Shares  will be legally  and
validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                    Very truly yours,

                                    /s/ WILSON SONSINI GOODRICH & ROSATI

                                    WILSON SONSINI GOODRICH & ROSATI
                                    Professional Corporation
Exhibit 23.1

             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement  of  PMC-Sierra,  Inc. on Form S-8 of our report  dated March 10, 2004
appearing  in the Annual  Report on Form 10-K of  PMC-Sierra,  Inc. for the year
ended December 28, 2003.

/s/ DELOITTE & TOUCHE LLP

Vancouver, British Columbia
May 3, 2004