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<HTML><HEAD><TITLE>As filed with the Securities and Exchange Commission on September 29, 2003 Registration No</TITLE>
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<BODY vLink=purple link=#807331><PRE>As filed with the Securities and Exchange Commission on September 29, 2003Registration No. 333-</PRE>
<HR color=#000000 SIZE=3>

<P align=center><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
<P align=center><B>Washington, D.C. 20549</B></P>
<P align=center>__________________</P>

<P align=center><B>FORM S-8</B></P>
<P align=center><B>REGISTRATION STATEMENT</B></P>
<P align=center>Under</P>
<P align=center>The Securities Act of 1933</P>
<P align=center>__________________</P>
<P align=center><B>LOGIC DEVICES INCORPORATED</B></P>
<P align=center>(Exact name of Registrant as specified in its charter)</P>
<DIV align=center>
<CENTER>
<TABLE borderColor=#111111 cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top width=319>
      <P align=center><B>California</B></P>
      <P align=center>(State or other jurisdiction of<BR>incorporation or
      organization)</P></TD>
    <TD vAlign=top width=319>
      <P align=center><B>94-2893789</B></P>
      <P align=center>(I.R.S. Employer<BR>Identification
No.)</P></TD></TR></TABLE></CENTER></DIV>
<P align=center>__________________</P>
<P align=center><B>395 West Java Drive</B></P>
<P align=center><B>Sunnyvale, California&nbsp; 94089</B></P>
<P align=center>(Address of principal executive offices)</P>
<P align=center>__________________</P>
<P align=center><B>AMENDED AND RESTATED </B></P>
<P align=center><B>LOGIC DEVICES INCORPORATED</B></P>
<P align=center><B>1998 DIRECTOR STOCK INCENTIVE PLAN</B></P>
<P align=center>(Full title of the plan)</P>
<P align=center>__________________</P>
<P align=center><B>William J. Volz, President</B></P>
<P align=center><B>LOGIC Devices Incorporated</B></P>
<P align=center><B>395 West Java Drive</B></P>
<P align=center><B>Sunnyvale, California&nbsp; 94089</B></P>
<P align=center>(Name and address of agent for service)</P>
<P align=center><B>(408) 524-5400</B></P>
<P align=center>(Telephone number, including area code, of agent for
service)</P>
<P align=center><I>With copies to:</I></P>
<P align=center><B>David R. Selmer, Esq.</B></P>
<P align=center><B>William E. Turner II, Esq.</B></P>
<P align=center><B>Barack Ferrazzano Kirschbaum Perlman &amp; Nagelberg
LLC</B></P>
<P align=center><B>333 West Wacker Drive, Suite 2700</B></P>
<P align=center><B>Chicago, Illinois 60606</B></P>
<P align=center><B>(312) 984-3100&nbsp;</B></P>
<P align=center><B>CALCULATION OF REGISTRATION FEE&nbsp;</B></P>
<DIV align=center>
<CENTER>
<TABLE borderColor=#111111 cellSpacing=0 cellPadding=0 width=661 border=1>

  <TR>
    <TD vAlign=top width=184>
      <P align=center>Title of Securities</P>
      <P align=center>to be Registered</P></TD>
    <TD vAlign=top width=109>
      <P align=center>Amount to be</P>
      <P align=center>Registered(1)</P></TD>
    <TD vAlign=top width=111>
      <P align=center>Proposed Maximum</P>
      <P align=center>Offering Price</P>
      <P align=center>per Share(2)</P></TD>
    <TD vAlign=top width=118>
      <P align=center>Proposed Maximum</P>
      <P align=center>Aggregate</P>
      <P align=center>Offering Price(2)</P></TD>
    <TD vAlign=top width=133>
      <P align=center>Amount of Registration Fee(2)</P></TD></TR>
  <TR>
    <TD vAlign=top width=184>
      <P align=center>Common Stock, no par value</P></TD>
    <TD vAlign=top width=109>
      <P align=center>550,000 shares</P></TD>
    <TD vAlign=top width=111>
      <P align=center>$1.48</P></TD>
    <TD vAlign=top width=118>
      <P align=center>$814,000</P></TD>
    <TD vAlign=top width=133>
      <P align=center>$67</P></TD></TR></TABLE></CENTER></DIV>
<P>(1)&nbsp;&nbsp; Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the &quot;Securities Act&quot;), this Registration Statement also registers such
indeterminate number of additional shares as may be issuable under the Plan in
connection with share splits, share dividends or similar transactions.</P>
<P>(2)&nbsp;&nbsp; Estimated pursuant to Rule 457(h) under the Securities Act,
solely for the purpose of calculating the registration fee, based on the average
of the high and low prices for the Registrant's common stock as reported on
September 25, 2003.</P>
<HR color=#000080>

<P></P>
<P align=center><B>EXPLANATORY NOTE</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Registration Statement on Form S-8 relates to 550,000 shares of common
stock, no par value (&quot;Common Stock&quot;), of LOGIC Devices Incorporated, a
California corporation (the &quot;Company&quot;), issuable to directors and their
transferees (as and to the extent permitted by General Instruction A to Form
S-8) pursuant to the Amended and Restated Logic Devices Incorporated 1998
Director Stock Incentive Plan (the &quot;Plan&quot;) and the reoffer and resale of shares
acquired pursuant thereto.&nbsp; </P>
<P align=center><B>PART I</B></P>
<P align=center><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The document(s) containing the information specified in Part I of Form S-8 in
respect of the 550,000 shares of Common Stock issuable pursuant to the Plan will
be sent or given to directors participating in the Plan and their permitted
transferees as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the &quot;SEC&quot;) under the Securities Act of 1933, as amended
(the &quot;Securities Act&quot;).</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Such document(s) are not being filed with the SEC, but constitute (along with
the documents incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.</P>
<P>Pursuant to General Instruction C to Form S-8, included as part of Part I of
this Registration Statement is a prospectus relating to reoffers and resales of
shares of Common Stock acquired pursuant to the Plan.</P><B>
<HR color=#000080>
</B>

<P align=center><B>REOFFER PROSPECTUS </B></P>

<P align=center><B><FONT size=6>LOGIC DEVICES INCORPORATED</FONT></B></P>

<P align=center>550,000 Shares of Common Stock</P>
<P align=center>_________________________</P>
<P align=left>This prospectus relates to the resale by the selling shareholders
identified in this prospectus and of our directors and certain of their
transferees, of common stock of LOGIC Devices Incorporated.&nbsp; The selling
shareholders are offering the shares on a continuous basis and may offer the
shares at the prevailing market prices at the time of the resales or at
privately negotiated prices.&nbsp; Shares being offered by the selling
shareholders will be obtained by them by exercising options granted under the
Amended and Restated Logic Devices Incorporated 1998 Director Stock Incentive
Plan.&nbsp; We will not receive any of the proceeds from the sale of shares by
the selling shareholders except for the exercise price of the options if the
selling shareholders elect to pay such exercise prices in cash.</P>
<P align=left>For a discussion of how the selling shareholders may sell the
shares covered by this prospectus, see the &quot;Plan of Distribution&quot; section
beginning on page 12.</P>
<P align=left><B>Investing in these shares involves certain risks.&nbsp; See
&quot;Risk Factors&quot; beginning on page 3.</B></P>
<P align=left>Prices for the common stock are quoted on The Nasdaq Stock Market,
Inc. National Market System under the symbol LOGC.&nbsp; On September 25, 2003,
the closing transaction price of the common stock on the Nasdaq National Market
was $1.50.&nbsp; There is no established public trading market for the options
at this time.</P>
<P align=left><B>Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus.&nbsp; Any contrary
representation is a criminal offense.</B></P>

<P align=center>The date of this prospectus is September 29, 2003.</P>
<HR color=#000080>

<TABLE borderColor=#111111 cellSpacing=0 cellPadding=0 width=655 border=0 style="border-collapse: collapse">

  <TR>
    <TD width=1306 colSpan=2>
      <P align=center>
      <p><BR clear=all><B>TABLE OFCONTENTS</B></p>
      </P></TD></TR>
  <TR>
    <TD width=961>
      </TD>
    <TD align=middle width=345>Page</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>LOGIC Devices Incorporated </P></TD>
    <TD align=middle width=345>3</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Risk Factors </P></TD>
    <TD align=middle width=345>3</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Use of Proceeds&nbsp;</P></TD>
    <TD align=middle width=345>10</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Selling Shareholders</P></TD>
    <TD align=middle width=345>10</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Plan of Distribution </P></TD>
    <TD align=middle width=345>12</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Description of Common Stock</P></TD>
    <TD align=middle width=345>13</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Legal Matters</P></TD>
    <TD align=middle width=345>14</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Experts</P></TD>
    <TD align=middle width=345>14</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Where You Can Find Additional Information</P></TD>
    <TD align=middle width=345>14</TD></TR>
  <TR>
    <TD width=961>
      <P align=left>Information Incorporated by Reference&nbsp;</P></TD>
    <TD width=345>
      <P align=center>14</P></TD></TR></TABLE>
<P align=left>This prospectus contains forward-looking statements which include,
but are not limited to, statements concerning projected revenues, expenses,
gross margin, and income, market acceptance of our products, the competitive
nature of, and anticipated growth in our markets, our ability to achieve further
product integration, the status of evolving technologies and their growth
potential, the timing of new product introductions, the adoption of future
industry standards, our production capacity, our ability to migrate to smaller
process geometries, and the need for additional capital.&nbsp; These
forward-looking statements are based on our current expectations, estimates, and
projections about our industry, management's beliefs, and certain assumptions
made by us.&nbsp; Words such as &quot;anticipates, expects, intends, plans, believes,
seeks, estimates, may, will,&quot; and variations of these words or similar
expressions are intended to identify forward-looking statements.&nbsp; In
addition, any statements that refer to expectations, projections, or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements.&nbsp; These statements are not
guarantees of future performance and are subject to risks, uncertainties, and
assumptions that are difficult to predict.&nbsp; Therefore, our actual results
could differ materially and adversely from those results expressed in any
forward-looking statements.&nbsp; Please refer to the Risk Factors section of
this prospectus and the Business - Factors Affecting Future Results and
Management's Discussion and Analysis of Financial Condition and Results of
Operations sections of our most recent Annual Report on Form 10-K and Quarterly
Report(s) on Form 10-Q for a discussion of certain risks.&nbsp; We undertake no
obligation to publicly update or otherwise revise any forward-looking statements
for any reason.</P>
<P align=center><B>LOGIC DEVICES </B></P>
<P align=left>We develop and market high-performance digital integrated circuits
that address the requirements of original equipment manufacturers to provide
high-speed electronic computation in digital signal processing, video image
processing, and telecommunication applications.&nbsp; Our product strategy is to
develop and market proprietary circuits that offer superior performance to meet
specific application requirements.</P>
<P align=left>The mailing address of our principal executive offices is 395 West
Java Drive, Sunnyvale, California 94089.&nbsp; Our telephone number is (408)
542-5400.</P>
<P align=center><B>RISK FACTORS </B></P>
<P align=left>You should carefully consider the following factors and other
information in and incorporated by reference in this prospectus before deciding
to invest in the shares. </P>
<P><B>We have a recent history of losses and our future operating results could
be harmed due to semiconductor industry business cycles.&nbsp; </B></P>
<P align=left>We have sustained substantial net losses during the
nine-fiscal-month period ended June 29, 2003 and in our fiscal years ended
September 29, 2002 and September 30, 2001.&nbsp; These net losses are
attributable principally to delays in the television broadcast industry's
transition to high definition digital broadcasting from current analog
standards, the prolonged downturn in the semiconductor industry, and delays in
new product development.&nbsp; Many factors will affect our ability to become
profitable or sustain profitability, such as continued demand for our products
by our customers, lack of price erosion, efficiency of our manufacturing
subcontractors, continued product innovation and design wins, and our continued
ability to manage our operating expenses. </P>
<P align=left>We produce and sell semiconductors and our operations are
therefore impacted by the repeated and severe business cycles that have
historically been experienced by the semiconductor industry.&nbsp; Our financial
performance has been negatively impacted by significant downturns in the
semiconductor industry as a result of:</P>
<UL>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; general reductions in
  inventory levels by customers;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; excess production
  capacity;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the cyclical nature
  of the demand for products of semiconductor customers; and</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; accelerated declines
  in average product selling prices.</P></LI></UL>
<P align=left>When these or other conditions in the industry occur, our
operating results could be harmed.</P>
<P align=left><B>We are a small company with limited resources compared to our
current and potential competitors and we may not be able to compete effectively
in our highly competitive industry.</B></P>
<P align=left>The semiconductor industry is highly competitive and many of our
direct and indirect competitors have substantially greater financial,
technological, manufacturing, and sales resources.&nbsp; If we are unable to
compete successfully in this environment, our operating results could be
harmed.&nbsp; </P>
<P align=left>The current level of competition is high and may increase as our
market expands.&nbsp; We compete directly with companies that have developed
similar products.&nbsp; We also compete indirectly with numerous semiconductor
companies that offer products and solutions based on alternative
technologies.&nbsp; These direct and indirect competitors are established
multinational semiconductor companies, as well as emerging companies.&nbsp; In
addition, we may experience additional competition from foreign companies in the
future.</P>
<P align=left><B>We depend on a limited number of customers for a majority of
our sales and our sales orders are typically concentrated in the third month of
every quarter, making our financial results particularly susceptible to the loss
of a key customer and making sales in a quarter difficult to predict.</B>
<I>&nbsp;</I></P>
<P align=left>We anticipate that the concentration of our sales among relatively
few customers will continue in the future.&nbsp; We have no long-term purchase
commitments from any of our customers.&nbsp; Therefore, these customers could
cease purchasing our products with limited notice and with no penalty.</P>
<P align=left>Our dependence on a small number of customers increases the risks
associated with our potential loss of customers resulting from business
combinations or consolidations.&nbsp; If a customer were acquired or combined
with another company, the resulting company could cancel purchase orders as part
of the integration process.</P>
<P align=left>In addition, we frequently ship more products during the third
month of each quarter than in the first two months of the quarter.&nbsp;
Moreover, shipments in the third month are generally higher toward the end of
the month.&nbsp; Our sales are therefore concentrated in the latter part of each
quarter, making it difficult to predict our revenues and results of operations
for any fiscal quarter or other fiscal period.</P>
<P align=left><B>Continued delay in High Definition Television broadcasting
could adversely impact sales of our HDTV application products.</B></P>
<P>Beginning in November 1998, the Federal Communications Commission directed
that television broadcasters begin a transition from current analog broadcasts
to HDTV broadcasts. All analog broadcasts are scheduled to cease by the year
2006.&nbsp; It is generally acknowledged that the industry will not meet the
2006 conversion deadline. </P>
<P>We developed in our fiscal 1998 and tested in fiscal 1999, products that were
designed-in (incorporated) into HDTV compatible studio systems.&nbsp; Since
fiscal 2000, sales of our HDTV-related products have not met expectations, and
we anticipate that our future revenues will be adversely affected if the slow
transition persists.</P>
<P align=left><B>We depend on third parties to fabricate silicon wafers and to
assemble and test our products, which exposes us to a risk of production
disruption or uncontrolled price changes. </B></P>
<P align=left>We do not manufacture silicon wafers.&nbsp; We have historically
relied upon one wafer supplier and two assembly/test subcontractors.&nbsp; These
suppliers do not have a contractual obligation or commitment to us to supply
such wafers or services in the future.&nbsp; If they are unable or unwilling to
supply wafers or services, our operating results could be harmed.&nbsp; We may
not be able to find sufficient suppliers at a reasonable price or at all if such
disruptions occur.&nbsp; As a result of our reliance on third parties, we face
significant risks including:</P>
<UL>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; reduced control over
  delivery schedules and quality;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; longer lead
times;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the potential lack of
  adequate capacity during periods of excess industry demand;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; difficulties
  selecting and integrating new subcontractors;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; limited warranties on
  products supplied to us;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; potential increases
  in prices due to capacity shortages; and</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; potential
  misappropriation of our intellectual property.</P></LI></UL>
<P>If we fail to deliver our products on time or if the costs of our products
increase, then our profitability and customer relationships could be harmed.</P>
<P align=left><B>Our international operations subject us to risks not present in
solely domestic operations</B>.&nbsp; </P>
<P>Our primary silicon wafer suppliers and assembly subcontractors are located
in Asia, primarily in South Korea and Taiwan.&nbsp; Economic, financial, social,
and political conditions in Asia have been volatile.&nbsp; Financial
difficulties, government actions or restrictions, prolonged work stoppages, or
any other difficulties experienced by our suppliers could harm future operating
results.</P>
<P>We also have many overseas customers.&nbsp; Our export sales are affected by
unique risks frequently associated with foreign economics, including:</P>
<UL>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; governmental controls
  and trade restrictions;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; export license
  requirements and restrictions on the export of technology;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; changes in local
  economic conditions;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; political
  instability;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; changes in tax rates,
  tariffs, or freight rates;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; interruptions in air
  traffic; and</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; difficulties in
  staffing and managing foreign sales offices.</P></LI></UL>
<P align=left>Significant changes in the economic climate in the foreign
countries from which we derive our export sales could harm future operating
results.</P>
<P align=left><B>The complex nature of semiconductors makes us highly
susceptible to manufacturing problems and these problems could have a negative
impact on future operating results.</B></P>
<P>Making semiconductors is a highly complex and precise process, requiring
production in a tightly controlled, clean environment. Even minute imperfections
in our materials, difficulties in the wafer fabrication process, defects in the
masks used to print circuits on a wafer or other factors can cause a substantial
percentage of wafers to be rejected or numerous chips on each wafer to be
nonfunctional. We may experience problems in achieving an acceptable quality and
yield rate in the manufacture of wafers. The interruption of wafer fabrication
or the failure to achieve acceptable yields could harm our future operating
results. We may also experience manufacturing problems in our assembly and test
operations, and in the introduction of new packaging materials.</P>
<P align=left><B>We depend on third parties to deliver our products.</B></P>
<P>We rely on independent carriers and freight haulers to transport our products
between manufacturing locations and to deliver our products to our customers.
Any transport or delivery problems because of their errors, or because of
unforeseen interruptions, such as strikes, political instability, terrorism,
natural disasters and accidents, could harm our future operating results.</P>
<P align=left><B>Earthquakes, other natural disasters, and power shortages may
damage our business.</B></P>
<P align=left>Our California facility and some of our suppliers are located near
major earthquake faults that have experienced earthquakes in the past.&nbsp; In
addition, the risk of power shortages and outages in California has been widely
reported.&nbsp; In the event of a major earthquake or other natural disaster
near our facility or a sustained loss of power at our facility, our operations
could be harmed. Similarly, a major earthquake or other natural disaster near
one or more of our suppliers, such as the one that occurred in Taiwan in
September 1999, could disrupt the operations of our suppliers, which could limit
the supply of our products and harm our business.</P>
<P align=left>Although we have not experienced any material disruption to our
business to date, we cannot assume that if major earthquakes, other natural
disasters, or shortages occur in the future, they will not adversely affect our
business.</P>
<P align=left><B>We maintain high levels of inventory that decrease our
liquidity and substantially increase the risk of write-offs.&nbsp; </B></P>
<P align=left>We have historically maintained and expect to continue to maintain
high levels of inventory of processed silicon wafers, packaging materials, and
finished goods.&nbsp; For some product types, we must purchase, in a short
period of time, all of our anticipated inventory needs for the life of the
product.&nbsp; We commit capital to maintain these high inventory levels, which
prevents us from using that capital for other purposes, such as research and
development, and requires us to utilize more capital than we would otherwise
require.&nbsp; Our high inventory levels also heighten our risk of inventory
obsolescence and write-offs.&nbsp; Further, we may forecast demand incorrectly
and produce insufficient inventory, resulting in supply shortages.&nbsp; </P>
<P><B>We currently have no bank credit facility and must rely solely upon
existing cash reserves and funds from existing operations to finance future
operations.</B></P>
<P>Although we sustained substantial net losses during the nine-month period
ended June 29, 2003 and in our fiscal years ended September 29, 2002 and
September 30, 2001, our cash flows from operations were positive during the 2003
nine-fiscal month period and during the 2002 fiscal year period due to our
reductions in accounts receivable and inventory and our cost reduction
efforts.&nbsp; However, these reductions cannot continue indefinitely.&nbsp; If
we are unable to return to profitability, we would have to utilize cash reserves
and thereafter obtain additional funding through debt or equity financing.&nbsp;
If we are able to obtain debt financing, which is not assured, the terms of such
financing are unknown since we do not presently have a credit facility, and may
be unfavorable to us.&nbsp; Similarly, there can be no assurance that we would
be able to sell capital stock on favorable terms or at all and any such sales
may adversely affect our existing shareholders.</P>
<P><B>Our operating success depends upon our ability to develop new products and
access new technologies.</B></P>
<P>The semiconductor industry is a dynamic environment marked by rapid product
obsolescence.&nbsp; Our future success depends on our ability to introduce new
or improved products that meet critical customer needs, while achieving
acceptable profit margins.&nbsp; If we fail to introduce these new products in a
timely manner or these products fail to achieve market acceptance, operating
results would be harmed.&nbsp; The introduction of new products in a dynamic
market environment presents significant business challenges.&nbsp; Product
development commitments and expenditures must be made well in advance of product
sales, while the success of new products depends on accurate forecasts of
long-term market demand and future technology developments.&nbsp; </P>
<P>Future revenue growth is dependent on market acceptance of new products and
the continued market acceptance of existing products.&nbsp; The success of these
products is dependent on a variety of specific technical factors, including:</P>
<UL>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; successful product
  definition;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; timely and efficient
  completion of product design;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; timely design into
  customers' future products and maintenance of close working relationships with
  customers;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; timely and efficient
  access to wafer manufacturing and assembly processes; and</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; product performance,
  quality and reliability.</P></LI></UL>
<P>If, due to these or other factors, new products do not achieve market
acceptance, our operating results would be harmed.&nbsp; </P>
<P align=left>Furthermore, to develop new products and maintain the
competitiveness of existing products, we need to migrate to more advanced wafer
manufacturing processes that use larger wafer sizes and smaller geometries.</P>
<P align=left><B>The loss of our key personnel or our failure to hire and retain
additional qualified personnel could impair our ability to develop and market
our products.</B></P>
<P align=left>Our future success greatly depends on the ability to attract and
retain highly qualified technical and management personnel.&nbsp; As a small
company, we are particularly dependent on a relatively small group of key
employees.&nbsp; Competition for skilled technical and management employees is
intense in the semiconductor industry.&nbsp; As a result, we may be unable to
retain our existing key technical and management employees, or attract
additional qualified personnel, which could harm our operating results.&nbsp; We
do not have employment agreements with, or key person life insurance policies on
the lives of, any of our key employees.&nbsp; In addition, one of our key
officers, our Vice President of Sales, is a consultant and not an employee.</P>
<P align=left><B>Our failure to protect our proprietary rights, or the costs of
protecting these rights, may harm our ability to compete.</B>&nbsp; </P>
<P align=left>We own several patents but rely primarily on our design know-how
and continued access to advanced wafer process technology to develop and
maintain our competitive position.&nbsp; We attempt to protect our trade secrets
and other proprietary information through confidentiality agreements with
employees, consultants, suppliers and customers.&nbsp; However, competitors may
develop, patent or gain access to similar know-how and technology, or reverse
engineer our products.&nbsp; Our inability to adequately protect our proprietary
rights could result in our competitors offering similar products, potentially
causing us to lose a competitive advantage and leading to decreased
revenue.&nbsp; We may not obtain an adequate remedy in the event our
confidentiality agreements are breached or any remedy if our trade secrets are
independently developed by others.&nbsp; Despite our efforts to protect our
proprietary rights, existing intellectual property laws afford only limited
protection, especially under the laws of some foreign countries.&nbsp;
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of
the proprietary rights of others.&nbsp; This litigation could result in
substantial costs and diversion of resources.&nbsp; </P>
<P align=left><B>We could be harmed by litigation involving patents and other
intellectual property rights.</B></P>
<P align=left>As a general matter, the semiconductor and related industries are
characterized by substantial litigation regarding patent and other intellectual
property rights. We have been and in the future may be accused of infringing the
intellectual property rights of third parties. Furthermore, we may have certain
indemnification obligations to customers with respect to the infringement of
third-party intellectual property rights by our products. Infringement claims by
third parties or claims for indemnification by customers or end-users of our
products resulting from infringement claims may be asserted in the future and
such assertions, if proven to be true, may harm our business.</P>
<P>Any litigation relating to the intellectual property rights of third parties,
whether or not determined in our favor or settled by us, could be costly and
could divert the efforts and attention of our management and engineering
personnel. In the event of any adverse ruling in any such litigation, we could
be required to pay substantial damages, cease the manufacturing, use and sale of
infringing products, discontinue the use of certain processes or obtain a
license under the intellectual property rights of the third party claiming
infringement. A license might not be available on reasonable terms, if at all.
</P>
<P align=left><B>We have adopted certain anti-takeover, indemnification and
limited liability provisions which may adversely affect our stock price.&nbsp;
</B></P>
<P align=left>We have adopted a shareholder rights plan that is designed to make
a change of control through the acquisition of large amounts of our common
stock, or through a tender offer to our shareholders, prohibitively expensive
unless our board of directors has approved the transaction.&nbsp; Our restated
articles of incorporation and bylaws also provide for the indemnification of our
officers and directors and insulate our directors from monetary liability for
certain breaches of their duty of care to us. These provisions may also have the
effect of delaying or preventing a change in control without action by our
shareholders, and therefore could adversely affect the price of our common
stock. </P>
<P align=left><B>There is a limited trading market for our common stock and you
may not be able to resell your shares at or above the price you pay for
them.</B></P>
<P align=left>Our common stock is traded on the Nasdaq National Market under the
symbol &quot;LOGC. &quot;&nbsp; An active public trading market depends, however, upon the
existence of willing buyers and sellers, the presence of which is beyond our
control or the control of any market maker.&nbsp; While we are a publicly traded
company, the volume of trading activity in our stock is relatively
limited.&nbsp; The current public float of our common stock, prior to the
offering, is approximately 3.7 million shares; the average daily trading volume
on the Nasdaq National Market from January 1, 2003 through June 30, 2003, as
reported by Nasdaq, was 6,253 shares.&nbsp; Even if a more active market
develops, there can be no assurance that such a market will continue, or that
our shareholders will be able to sell their shares at or above the price at
which they purchase them.</P>
<P align=left><B>Our stock price may continue to be volatile and our trading
volume may continue to be relatively low.</B></P>
<P align=left>The market price of our common stock has fluctuated significantly
to date. In the future, the market price of our common stock could be subject to
significant fluctuations due to general market conditions and in response to
quarter-to-quarter variations in:</P>
<UL>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; our anticipated or
  actual operating results;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; announcements or
  introductions of new products;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; technological
  innovations or setbacks by us or our competitors;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; conditions in the
  semiconductor markets;</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the commencement of
  litigation; and</P>
  <LI>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; general and economic
  and market conditions.</P></LI></UL>
<P align=left>In July 2002, we received a written warning from the Nasdaq Stock
Market indicating that our common stock was not in compliance with minimum
market value of publicly held shares required and minimum bid price required for
continued listing on the Nasdaq National Market.&nbsp; The common stock
subsequently regained compliance and was not delisted.&nbsp; However, there can
be no assurance that our common stock will continue to satisfy the Nasdaq
continued listing requirements.&nbsp; In the event of delisting, if our shares
are not then traded on an exchange or another quotation system, a public market
for the shares would not exist and the ability of individuals to buy and sell
shares would be limited.&nbsp; Even if the shares are traded on an exchange or
another quotation system, there can be no assurance that the trading volume in
the shares would be comparable to the present volume on the Nasdaq National
Market.&nbsp; Any reduction in liquidity of the shares may reduce the value that
a holder can obtain for them, regardless of our performance or financial
condition.</P>
<P align=center><B>USE OF PROCEEDS</B></P>
<P align=left>We will not receive any proceeds from the sale of any of the
shares by the selling shareholders.&nbsp; We will receive consideration in an
amount equal to the exercise price of each option exercised multiplied by the
number of options exercised.&nbsp; However, each holder of options may elect to
pay the exercise price of such options granted to date in a manner, such as on a
net issuance basis, from which we will not receive any cash consideration for
such exercise.&nbsp; We expect to use any cash consideration received for
working capital and general corporate purposes.</P>
<P align=center><B>SELLING SHAREHOLDERS</B></P>
<P align=left>The shares being offered by the selling shareholders through this
prospectus were or will be obtained pursuant to the Amended and Restated 1998
Directors Stock Incentive Plan (the &quot;Plan&quot;).&nbsp; Under the Plan, we have and
will continue to grant our directors options exercisable for our shares.&nbsp;
These options may be transferred by the directors, subject to limited
restrictions contained in the Plan.&nbsp; This prospectus covers the resale of
shares issuable upon the exercise of options granted under the Plan by present,
former and future directors and certain of their transferees.&nbsp; These
transferees are family members who have acquired the options from a director (or
his transferee) through a gift or a domestic relations order.&nbsp; For purposes
of this prospectus, &quot;family member&quot; includes any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
director's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in
which these persons (or the director) control the management of assets, and any
other entity in which these persons (or the director) own more than fifty
percent of the voting interests.&nbsp; </P>
<P align=left>The following table sets forth additional information as of the
date of this prospectus regarding the selling shareholders' beneficial ownership
of shares, both prior to and after the offering covered by this prospectus:</P>
<DIV align=center>
<TABLE cellSpacing=0 cellPadding=0 width=656 border=0>

  <TR>
    <TD vAlign=bottom width=186></TD>
    <TD vAlign=bottom width=135></TD>
    <TD vAlign=bottom width=93></TD>
    <TD vAlign=bottom width=242 colSpan=2></TD></TR>
  <TR>
    <TD vAlign=bottom width=186>
      <P align=center><U>Name</U></P></TD>
    <TD vAlign=bottom width=135>
      <P align=center>Shares Beneficially Owned<U><BR>Prior to
      Offering<SUP>1</SUP></U></P></TD>
    <TD vAlign=bottom width=93>
      <P align=center>Shares<BR>Covered by<BR><U>this Prospectus</U></P></TD>
    <TD vAlign=bottom width=242 colSpan=2>
      <P align=center>Total Shares Beneficially<BR><U>Owned After
      Offering<BR><BR></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      &nbsp;&nbsp;&nbsp; Percent
      of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Number</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Class&nbsp;&nbsp;&nbsp;
  </U></P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>Howard L. Farkas</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 210,000</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 85,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp; 125,000</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>1.9%</P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>Fredric J. Harris</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 100,000</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp; 100,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      0</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>*</P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>Albert Morrison, Jr.</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 85,877</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 85,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      877</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>*</P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>Joel S. Kanter</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 50,000</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 50,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      0</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>*</P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>Estate of Burton W. Kanter</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 20,000</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 20,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      0</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>*</P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>Bruce B. Lusignan</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10,000</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      0</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>*</P></TD></TR>
  <TR>
    <TD vAlign=top width=186>
      <P align=left>TOTAL</P></TD>
    <TD vAlign=top align=right width=135>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 485,877</P></TD>
    <TD vAlign=top align=right width=93>
      <P>&nbsp;&nbsp;&nbsp; 360,000</P></TD>
    <TD vAlign=top align=right width=116>
      <P>&nbsp;&nbsp;&nbsp;&nbsp; 125,877</P></TD>
    <TD vAlign=top align=right width=126>
      <P align=center>1.9%</P></TD></TR></TABLE></DIV>
<P align=left>_______________<BR><BR></P>
<P align=left><SUP>1</SUP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Assumes the
exercise of any warrants or options held by such person that are exercisable as
of or within 60 days of September 29, 2003.</P>
<P align=left>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; represents less than 1% of the
outstanding shares of common stock.</P>
<P align=left>Each of Messrs. Harris, Joel Kanter, Farkas and Morrison, together
with William Volz and Brian Cardozo, is currently a member of our Board of
Directors.&nbsp; Mr. Burton Kanter was a member of our Board of Directors until
his death in 2001.&nbsp; Mr. Lusignan was a member of our Board of Directors
until 1999.</P>
<P align=left>Since the holders of the options may transfer them at their
discretion, subject to limited restrictions contained in the Plan, the persons
or entities exercising the options and offering the shares obtained thereby may
not be the persons listed in the table above.&nbsp; To the extent required by
the Securities Act with respect to such transferees, the names of such
transferees, the specific options and shares held by them, and other necessary
information will be set forth in an accompanying prospectus supplement or, if
appropriate, a post-effective amendment to the registration statement of which
this prospectus is a part.&nbsp; </P>
<P align=center><B>PLAN OF DISTRIBUTION</B></P>
<P align=left>The shares may be offered and sold from time to time by the
selling shareholders or by their pledgees, donees, transferees or other
successors in interest in one or more transactions at a fixed offering price, at
varying prices determined at the time of sale or at negotiated prices and for
cash or other consideration.&nbsp; Sales may be made to purchasers directly by
the selling shareholders (or their pledgees, donees, transferees or other
successors in interest) or, alternatively, the selling shareholders (or their
pledgees, donees, transferees or other successors in interest) may offer the
shares, pursuant to the registration statement of which this prospectus is a
part or Rule 144 of the Securities Act, through underwriters, dealers, brokers
or agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions, which may be in excess of ordinary brokerage
commissions, from the selling shareholders (or their pledgees, donees,
transferees or other successors in interest) and/or the purchasers of the shares
for whom they may act as agents.&nbsp; In effecting sales of shares, brokers or
dealers may arrange for other brokers or dealers to participate. These brokers
or dealers and any other participating brokers or dealers may be deemed to be
underwriters within the meaning of the Securities Act in connection with such
sales.&nbsp; Any profit on the sale of shares by them and any discounts,
commissions or concessions received by any dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act.&nbsp; The
aggregate proceeds to the selling shareholders from sales of the shares will be
the purchase price of the shares less any broker's commissions and underwriter's
discounts.</P>
<P align=left>To the extent required by the Securities Act for underwritten
offerings, the specific shares to be sold, the names of the selling
shareholders, the respective purchase prices and public offering prices, the
names of the underwriter or underwriters, and any applicable commissions or
discounts with respect to a particular offer and other necessary information
will be set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part.</P>
<P align=left>The selling shareholders may also sell shares from time to time
directly to purchasers or to or through broker-dealers.&nbsp; In connection with
any of these sales, any broker-dealer may act as agent for the selling
shareholders or may purchase from the selling shareholders all or a portion of
such shares as principal. The sales may be made on the Nasdaq National Market or
any exchange on which shares of common stock are then traded, in the
over-the-counter market, in negotiated transactions or otherwise at prices and
at terms then prevailing or at prices related to the then-current market prices
or at prices otherwise negotiated.&nbsp; Shares may also be sold in one or more
of the following transactions:&nbsp; (i) block transactions (which may involve
crosses) in which a broker-dealer may sell all or a portion of such shares as
agent but may purchase and resell all or a portion of the block as principal to
facilitate the transaction; (ii) purchases by any broker-dealer as principal and
resale by the broker-dealer for its own account pursuant to a prospectus
supplement; (iii) a special offering, an exchange distribution or a secondary
distribution in accordance with applicable rules; (iv) ordinary brokerage
transactions and transactions in which any such broker-dealer solicits
purchasers; (v) sales &quot;at the market&quot; to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such shares; and (vi)
sales in other ways not involving market makers or established trading markets,
including direct sales to institutions or individual purchasers.&nbsp; In
effecting sales, broker-dealers engaged by the selling shareholders may arrange
for other broker-dealers to participate.&nbsp; Broker-dealers will receive
commissions or other compensation from the selling shareholders in amounts to be
negotiated immediately prior to the sale.&nbsp; Broker-dealers may also receive
compensation from purchasers of the shares.</P>
<P align=left>We will pay the costs of preparing, filing and maintaining with
the SEC the registration statement of which this prospectus is a part, the cost
of listing the registered shares for trading on the Nasdaq Stock Market, Inc.
National Market System and transfer agent fees and other similar expenses in
connection with the registration statement of which this prospectus forms a
part.&nbsp; We will not pay any discounts, commissions and fees of underwriters,
broker-dealers or agents, legal fees or other costs incurred by the selling
shareholders.</P>
<P align=center><B>DESCRIPTION OF COMMON STOCK</B></P>
<P align=left>Our Articles of Incorporation authorize (i) 10,000,000 shares of
authorized Common Stock, without par value and (ii) 1,000,000 shares of
Preferred Stock, without par value, of which 5,000 shares have been designated
as Series A Preferred Stock.</P>
<P align=left>The holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors from funds legally
available therefor.&nbsp; In the event of our liquidation, dissolution or
winding up, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities.&nbsp; The holders of Common Stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of shareholders, except that upon giving notice required by law,
shareholders may cumulate their votes in the election of directors.</P>
<P align=left>The holders of Common Stock have no preemptive rights or
conversion privileges.&nbsp; All of the outstanding shares of Common Stock are,
and the shares of Common Stock offered by this prospectus when issued under the
Plan will be, validly issued, fully paid and nonassessable.&nbsp; </P>
<P align=left>The Board of Directors has the authority to issue the authorized
and unissued Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights and
rates, conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the
designation of such series, without any vote or action by the
shareholders.&nbsp; No shares of Preferred Stock are currently issued and
outstanding.&nbsp; The issuance of Preferred Stock may have the effect of
delaying or preventing a change in control of us without further action by the
shareholders.&nbsp; The issuance of Preferred Stock with voting and conversion
rights may adversely affect the voting power of the holders of Common Stock,
including the loss of voting control to others.&nbsp; </P><B>
<HR color=#000080>
<hr color="#000080"><BR clear=all></B>
<P align=center><B>LEGAL MATTERS</B></P>
<P>Barack Ferrazzano Kirschbaum Perlman &amp; Nagelberg LLC, Chicago, Illinois,
has passed upon the validity of the shares.</P>
<P align=center><B>EXPERTS</B></P>
<P align=left>The financial statements and schedule incorporated by reference in
this Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the period set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority and said firm as experts in auditing and
accounting.</P>
<P align=left>The financial statements and schedule incorporated by reference in
this Prospectus have been audited by Hood and Strong LLP, independent certified
public accountants, to the extent and for the period set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority and said firm as experts in auditing and
accounting.</P>
<P align=center><B>WHERE YOU CAN FIND ADDITIONAL INFORMATION</B></P>
<P align=left>We are subject to the informational requirements of the Securities
Exchange Act.&nbsp; Accordingly, we file reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549.&nbsp; Please call the SEC at 1-800-SEC-0330 for further information.
Our filings with the SEC also are available to the public from the SEC's website
at <B href="http://www.sec.gov/">http://www.sec.gov</B>.&nbsp; Our SEC filings
are also available on our web site at <B
href="http://www.logicdevices.com/">http://www.logicdevices.com</B>, and at the
office of the Nasdaq National Market. </P>
<P align=left>This prospectus is part of a registration statement we filed with
the SEC and does not contain all of the information set forth in the
registration statement.&nbsp; You should consult the registration statement for
further information with respect to our company and these securities.</P>
<P align=center><B>INFORMATION INCORPORATED BY REFERENCE</B></P>
<P align=left>The SEC allows us to &quot;incorporate by reference&quot; the information we
file with them, which means that we can disclose important information to you by
referring you to those documents.&nbsp; The information incorporated by
reference is considered to be part of this prospectus.&nbsp; Some information
contained in this prospectus updates and supersedes the information incorporated
by reference, and later information that we file with the SEC will automatically
update and supersede this information and information in this prospectus.&nbsp;
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act until all of the securities are sold:</P>
<UL>
  <LI>Annual Report on Form 10-K for the fiscal year ended September 29, 2002,
  filed with the SEC on December 10, 2002 (File No. 000-17187);
  <LI>Quarterly Report on Form 10-Q for the period ended December 29, 2002,
  filed with the SEC on January 31, 2003 (File No. 000-17187);
  <LI>Quarterly Report on Form 10-Q for the period ended March 30, 2003, filed
  with the SEC on May 12, 2003 (File No. 000-17187);
  <LI>Quarterly Report on Form 10-Q for the period ended June 29, 2003, filed
  with the SEC on August 11, 2003 (File No. 000-17187);
  <LI>Current Report on Form 8-K filed with the SEC on March 17, 2003 (File No.
  000-17187);
  <LI>Current Report on Form 8-K filed with the SEC on April 10, 2003 (File No.
  000-17187);
  <LI>Current Report on Form 8-K filed with the SEC on July 11, 2003 (File No.
  000-17187);
  <LI>Current Report on Form 8-K filed with the SEC on August 7, 2003 (File No.
  000-17187);
  <LI>Current Report on Form 8-K filed with the SEC on September 2, 2003 (File
  No. 000-17187); and
  <LI>The description of our common stock contained in the registration
  statement on Form S-18/A (File No. 33023763-4), filed on August 23, 1988 and
  any amendment or report for the purpose of updating any such description.
</LI></UL>
<P>You may request a copy of these filings, at no cost, by writing or calling us
at the following address: LOGIC Devices Incorporated, 395 West Java Drive,
Sunnyvale, California 94089, Attention:&nbsp; Investor Relations, telephone
number (408) 542-5400.</P><B>
<HR color=#000080>
<hr color="#000080"><BR clear=all></B>
<P align=center><B>PART II</B></P>
<P align=center><B>INFORMATION NOT REQUIRED IN PROSPECTUS</B></P>
<P><B>Item
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Incorporation of Certain Documents by Reference</U>.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents previously or concurrently filed by LOGIC Devices
Incorporated (the &quot;Company&quot;) with the Commission are hereby incorporated by
reference into this Registration Statement:</P>
<UL type=disc>
  <LI>The Company's Annual Report on Form 10-K for the fiscal year ended
  September 29, 2002, filed with the SEC on December 10, 2002 (File No.
  000-17187);
  <LI>The Company's Quarterly Report on Form 10-Q for the period ended December
  29, 2002, filed with the SEC on January 31, 2003 (File No. 000-17187);
  <LI>The Company's Quarterly Report on Form 10-Q for the period ended March 30,
  2003, filed with the SEC on May 12, 2003 (File No. 000-17187);
  <LI>The Company's Quarterly Report on Form 10-Q for the period ended June 29,
  2003, filed with the SEC on August 11, 2003 (File No. 000-17187);
  <LI>The Company's Current Report on Form 8-K filed with the SEC on March 17,
  2003 (File No. 000-17187);
  <LI>The Company's Current Report on Form 8-K filed with the SEC on April 10,
  2003 (File No. 000-17187);
  <LI>The Company's Current Report on Form 8-K filed with the SEC on July 11,
  2003 (File No. 000-17187);
  <LI>The Company's Current Report on Form 8-K filed with the SEC on August 7,
  2003 (File No. 000-17187);
  <LI>The Company's Current Report on Form 8-K filed with the SEC on September
  2, 2003 (File No. 000-17187);
  <LI>The description of the Company's common stock contained in the registration statement on Form S-18/A
  (File No. 33023763-4), filed on August 23, 1988 and any amendment or report for
  the purpose of updating any such description. </LI></UL>
<P>All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents.&nbsp; Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the &quot;Prospectus&quot;) to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement.&nbsp; Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement and the Prospectus.</P>
<P><B>Item
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Description of Securities</U>.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</P>
<P><B>Item
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Interests of Named Experts and Counsel</U>.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.</P>
<P><B>Item
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Indemnification of Directors and Officers</U>.</B></P>
<P>The Company's Restated Articles of Incorporation and Bylaws require the
Company to indemnify officers and directors of the Company to the full extent
permitted by Section 317 of the California General Corporation Law, as
amended.&nbsp; Section 317 of the California General Corporation, as amended,
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.&nbsp; In addition, the Company
maintains a directors and officers insurance policy that provides for payment of
expenses due to liabilities incurred by the directors and officers of the
Company for certain acts taken in their capacities as such.</P>
<P><B>Item
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Exemption from Registration Claimed</U>.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Ten thousand shares of Common Stock registered for resale hereby are restricted
because they were issued upon the exercise of an option prior to the
effectiveness of this Registration Statement.&nbsp; Exemption from the
registration requirements of the Securities Act of 1933 for the issuance such
shares is claimed under Section 4(2) of the Securities Act of 1933 on the basis
that such transaction did not involve any public offering because, among other
things, it involved an issuance to one person who, as a director of the Company,
had access to all relevant material information regarding the Company. </P>
<P><B>Item
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Exhibits</U>.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.</P>
<P><B>Item
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Undertakings</U>.</B></P>
<P>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes: </P>
<P>(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: </P>
<P>(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933; </P>
<P>(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the 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&nbsp;424(b)
(&sect;230.424(b) of this chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective
registration statement; </P>
<P>(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; </P>
<P><I>provided, however,</I> that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement. </P>
<P>(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. </P>
<P>(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. </P>
<P>(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by &sect;210.3-19
of this chapter at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, <I>provided</I> that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (&sect;239.33 of this
chapter), a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or &sect;&nbsp;210.3-19
of this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Form F-3. </P>
<P>(b)<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </I>The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </P>
<P>(h) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.</P>
<HR color=#000080>
<hr color="#000080"><BR clear=all>
<P align=center><B>SIGNATURES</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In accordance with the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunder duly
authorized, in the City of Sunnyvale, State of California, on September 29,
2003.</P>
<DIV align=center>
<CENTER>
<TABLE borderColor=#111111 height=286 cellSpacing=0 cellPadding=0 width=636
border=0>

  <TR>
    <TD vAlign=top width=251 height=286></TD>
    <TD vAlign=top width=385 height=286>
      <P><B>LOGIC DEVICES INCORPORATED</B></P>
      <P>By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/
      William J.
      Volz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      William J.
      Volz<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      President and Principal Executive Officer<BR>&nbsp;</P>
      <P>By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Gary
      C.
      Schaefer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Gary C.
      Schaefer<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Chief Financial Officer and
      Principal<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Financial and Accounting Officer</P>
      <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      </P></TD></TR>
  <TR>
    <TD vAlign=top width=251 height=1></TD>
    <TD vAlign=top width=385 height=1></TD></TR></TABLE></CENTER></DIV>
<P align=center><B>POWER OF ATTORNEY</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Know all men by these presents, that each person whose signature appears below
constitutes and appoints William J. Volz and Gary C. Schaefer, and each of them,
his or her true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on September 11, 2003.</P>
<DIV align=center>
<CENTER>
<TABLE borderColor=#111111 cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Signature</U></B></P></TD>
    <TD vAlign=top width=248>
      <P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Title</U></B></P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ William J.
      Volz&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>William J. Volz<BR>&nbsp;</P></TD>
    <TD vAlign=top width=248>
      <P>President and Director</P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ Gary C.
      Schaefer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>Gary C. Schaefer<BR>&nbsp;</P></TD>
    <TD vAlign=top width=248>
      <P>Chief Financial Officer </P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ Howard L.
      Farkas&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>Howard L. Farkas<BR>&nbsp;</P></TD>
    <TD vAlign=top width=248>
      <P>Chairman of the Board</P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ Albert Morrison,
      Jr.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>Albert Morrison, Jr.<BR>&nbsp;</P></TD>
    <TD vAlign=top width=248>
      <P>Director</P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ Fredric J.
      Harris&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>Fredric J. Harris<BR>&nbsp;</P></TD>
    <TD vAlign=top width=248>
      <P>Director</P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ Joel S.
      Kanter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>Joel S. Kanter<BR>&nbsp;</P></TD>
    <TD vAlign=top width=248>
      <P>Director </P></TD></TR>
  <TR>
    <TD vAlign=top width=81></TD>
    <TD vAlign=top width=264>
      <P><U>/s/ Brian P.
      Cardozo&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <BR></U>Brian P. Cardozo</P></TD>
    <TD vAlign=top width=248>
      <P>Director</P></TD></TR></TABLE></CENTER></DIV><B>
<HR color=#000080>
<hr color="#000080"><BR clear=all></B>
<P align=center><B>LOGIC DEVICES INCORPORATED</B></P>
<P align=center><B>EXHIBIT INDEX</B></P>
<P align=center><B>TO</B></P>
<P align=center><B>FORM S-8 REGISTRATION STATEMENT</B></P>
<DIV align=center>
<CENTER>
<TABLE borderColor=#111111 cellSpacing=0 cellPadding=0 border=1>

  <TR>
    <TD vAlign=top width=79>
      <P><U>Exhibit No.</U></P></TD>
    <TD vAlign=top width=559>
      <P><U>Description</U></P></TD></TR>
  <TR>
    <TD vAlign=top width=79></TD>
    <TD vAlign=top width=559></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>4.1</P></TD>
    <TD vAlign=top width=559>
      <P>Rights Agreement, dated April 30, 1997</P></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>5.1</P></TD>
    <TD vAlign=top width=559>
      <P>Opinion of Barack Ferrazzano Kirschbaum Perlman &amp; Nagelberg
    LLC</P></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>23.1</P></TD>
    <TD vAlign=top width=559>
      <P>Consent of Hood &amp; Strong LLP</P></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>23.2</P></TD>
    <TD vAlign=top width=559>
      <P>Consent of BDO Seidman, LLP</P></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>23.3</P></TD>
    <TD vAlign=top width=559>
      <P>Consent of Barack Ferrazzano Kirschbaum Perlman &amp; Nagelberg LLC
      (Included in Exhibit 5.1)</P></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>24.1</P></TD>
    <TD vAlign=top width=559>
      <P>Power of Attorney (Included on Signature Page to this Registration
      Statement)</P></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>99.1</P></TD>
    <TD vAlign=top width=559>
      <P>Logic Devices Incorporated Amended and Restated 1998 Directors Stock
      Incentive Plan [10.3](1) </P></TD></TR></TABLE></CENTER></DIV>
<DIV align=center>
<CENTER>
<TABLE borderColor=#111111 cellSpacing=0 cellPadding=0 border=1>

  <TR>
    <TD vAlign=top width=79>
      <P>[ ]</P></TD>
    <TD vAlign=top width=559>
      <P>Exhibits so marked have been previously filed with the Securities and
      Exchange Commission (SEC) as exhibits to the filings shown below under the
      exhibit numbers indicated following the respective document description
      and are incorporated herein by reference. </P></TD></TR>
  <TR>
    <TD vAlign=top width=79></TD>
    <TD vAlign=top width=559></TD></TR>
  <TR>
    <TD vAlign=top width=79>
      <P>(1)</P></TD>
    <TD vAlign=top width=559>
      <P>Annual Report on Form 10-K for fiscal year ended Sept 29, 2002, filed
      with the SEC on December 10, 2002 (File No.
000-17187).</P></TD></TR></TABLE></CENTER></DIV></BODY></HTML>
[{"type": "S-8", "sequence": "1", "filename": "finalreg11.htm", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 78156}]
{"company-data": {"conformed-name": "LOGIC DEVICES INC", "cik": "0000802851", "assigned-sic": "3674", "irs-number": "942893789", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109261", "film-number": "03915868"}, "business-address": {"street1": "395 WEST JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4085425400"}, "mail-address": {"street1": "395 WEST JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on September 29, 2003 Registration No
As filed with the Securities and Exchange Commission on September 29, 2003Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
LOGIC DEVICES INCORPORATED
(Exact name of Registrant as specified in its charter)
California
(State or other jurisdiction of
incorporation or
      organization)
94-2893789
(I.R.S. Employer
Identification
No.)
__________________
395 West Java Drive
Sunnyvale, California  94089
(Address of principal executive offices)
__________________
AMENDED AND RESTATED
LOGIC DEVICES INCORPORATED
1998 DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plan)
__________________
William J. Volz, President
LOGIC Devices Incorporated
395 West Java Drive
Sunnyvale, California  94089
(Name and address of agent for service)
(408) 524-5400
(Telephone number, including area code, of agent for
service)
With copies to:
David R. Selmer, Esq.
William E. Turner II, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
LLC
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
per Share(2)
Proposed Maximum
Aggregate
Offering Price(2)
Amount of Registration Fee(2)
Common Stock, no par value
550,000 shares
$1.48
$814,000
$67
(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also registers such
indeterminate number of additional shares as may be issuable under the Plan in
connection with share splits, share dividends or similar transactions.
(2)   Estimated pursuant to Rule 457(h) under the Securities Act,
solely for the purpose of calculating the registration fee, based on the average
of the high and low prices for the Registrant's common stock as reported on
September 25, 2003.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to 550,000 shares of common
stock, no par value ("Common Stock"), of LOGIC Devices Incorporated, a
California corporation (the "Company"), issuable to directors and their
transferees (as and to the extent permitted by General Instruction A to Form
S-8) pursuant to the Amended and Restated Logic Devices Incorporated 1998
Director Stock Incentive Plan (the "Plan") and the reoffer and resale of shares
acquired pursuant thereto.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 in
respect of the 550,000 shares of Common Stock issuable pursuant to the Plan will
be sent or given to directors participating in the Plan and their permitted
transferees as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act").
Such document(s) are not being filed with the SEC, but constitute (along with
the documents incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Pursuant to General Instruction C to Form S-8, included as part of Part I of
this Registration Statement is a prospectus relating to reoffers and resales of
shares of Common Stock acquired pursuant to the Plan.
REOFFER PROSPECTUS
LOGIC DEVICES INCORPORATED
550,000 Shares of Common Stock
_________________________
This prospectus relates to the resale by the selling shareholders
identified in this prospectus and of our directors and certain of their
transferees, of common stock of LOGIC Devices Incorporated.  The selling
shareholders are offering the shares on a continuous basis and may offer the
shares at the prevailing market prices at the time of the resales or at
privately negotiated prices.  Shares being offered by the selling
shareholders will be obtained by them by exercising options granted under the
Amended and Restated Logic Devices Incorporated 1998 Director Stock Incentive
Plan.  We will not receive any of the proceeds from the sale of shares by
the selling shareholders except for the exercise price of the options if the
selling shareholders elect to pay such exercise prices in cash.
For a discussion of how the selling shareholders may sell the
shares covered by this prospectus, see the "Plan of Distribution" section
beginning on page 12.
Investing in these shares involves certain risks.  See
"Risk Factors" beginning on page 3.
Prices for the common stock are quoted on The Nasdaq Stock Market,
Inc. National Market System under the symbol LOGC.  On September 25, 2003,
the closing transaction price of the common stock on the Nasdaq National Market
was $1.50.  There is no established public trading market for the options
at this time.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus.  Any contrary
representation is a criminal offense.
The date of this prospectus is September 29, 2003.
TABLE OFCONTENTS
Page
LOGIC Devices Incorporated
3
Risk Factors
3
Use of Proceeds
10
Selling Shareholders
10
Plan of Distribution
12
Description of Common Stock
13
Legal Matters
14
Experts
14
Where You Can Find Additional Information
14
Information Incorporated by Reference
14
This prospectus contains forward-looking statements which include,
but are not limited to, statements concerning projected revenues, expenses,
gross margin, and income, market acceptance of our products, the competitive
nature of, and anticipated growth in our markets, our ability to achieve further
product integration, the status of evolving technologies and their growth
potential, the timing of new product introductions, the adoption of future
industry standards, our production capacity, our ability to migrate to smaller
process geometries, and the need for additional capital.  These
forward-looking statements are based on our current expectations, estimates, and
projections about our industry, management's beliefs, and certain assumptions
made by us.  Words such as "anticipates, expects, intends, plans, believes,
seeks, estimates, may, will," and variations of these words or similar
expressions are intended to identify forward-looking statements.  In
addition, any statements that refer to expectations, projections, or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements.  These statements are not
guarantees of future performance and are subject to risks, uncertainties, and
assumptions that are difficult to predict.  Therefore, our actual results
could differ materially and adversely from those results expressed in any
forward-looking statements.  Please refer to the Risk Factors section of
this prospectus and the Business - Factors Affecting Future Results and
Management's Discussion and Analysis of Financial Condition and Results of
Operations sections of our most recent Annual Report on Form 10-K and Quarterly
Report(s) on Form 10-Q for a discussion of certain risks.  We undertake no
obligation to publicly update or otherwise revise any forward-looking statements
for any reason.
LOGIC DEVICES
We develop and market high-performance digital integrated circuits
that address the requirements of original equipment manufacturers to provide
high-speed electronic computation in digital signal processing, video image
processing, and telecommunication applications.  Our product strategy is to
develop and market proprietary circuits that offer superior performance to meet
specific application requirements.
The mailing address of our principal executive offices is 395 West
Java Drive, Sunnyvale, California 94089.  Our telephone number is (408)
542-5400.
RISK FACTORS
You should carefully consider the following factors and other
information in and incorporated by reference in this prospectus before deciding
to invest in the shares.
We have a recent history of losses and our future operating results could
be harmed due to semiconductor industry business cycles.
We have sustained substantial net losses during the
nine-fiscal-month period ended June 29, 2003 and in our fiscal years ended
September 29, 2002 and September 30, 2001.  These net losses are
attributable principally to delays in the television broadcast industry's
transition to high definition digital broadcasting from current analog
standards, the prolonged downturn in the semiconductor industry, and delays in
new product development.  Many factors will affect our ability to become
profitable or sustain profitability, such as continued demand for our products
by our customers, lack of price erosion, efficiency of our manufacturing
subcontractors, continued product innovation and design wins, and our continued
ability to manage our operating expenses.
We produce and sell semiconductors and our operations are
therefore impacted by the repeated and severe business cycles that have
historically been experienced by the semiconductor industry.  Our financial
performance has been negatively impacted by significant downturns in the
semiconductor industry as a result of:
general reductions in
  inventory levels by customers;
excess production
  capacity;
the cyclical nature
  of the demand for products of semiconductor customers; and
accelerated declines
  in average product selling prices.
When these or other conditions in the industry occur, our
operating results could be harmed.
We are a small company with limited resources compared to our
current and potential competitors and we may not be able to compete effectively
in our highly competitive industry.
The semiconductor industry is highly competitive and many of our
direct and indirect competitors have substantially greater financial,
technological, manufacturing, and sales resources.  If we are unable to
compete successfully in this environment, our operating results could be
harmed.
The current level of competition is high and may increase as our
market expands.  We compete directly with companies that have developed
similar products.  We also compete indirectly with numerous semiconductor
companies that offer products and solutions based on alternative
technologies.  These direct and indirect competitors are established
multinational semiconductor companies, as well as emerging companies.  In
addition, we may experience additional competition from foreign companies in the
future.
We depend on a limited number of customers for a majority of
our sales and our sales orders are typically concentrated in the third month of
every quarter, making our financial results particularly susceptible to the loss
of a key customer and making sales in a quarter difficult to predict.
We anticipate that the concentration of our sales among relatively
few customers will continue in the future.  We have no long-term purchase
commitments from any of our customers.  Therefore, these customers could
cease purchasing our products with limited notice and with no penalty.
Our dependence on a small number of customers increases the risks
associated with our potential loss of customers resulting from business
combinations or consolidations.  If a customer were acquired or combined
with another company, the resulting company could cancel purchase orders as part
of the integration process.
In addition, we frequently ship more products during the third
month of each quarter than in the first two months of the quarter. 
Moreover, shipments in the third month are generally higher toward the end of
the month.  Our sales are therefore concentrated in the latter part of each
quarter, making it difficult to predict our revenues and results of operations
for any fiscal quarter or other fiscal period.
Continued delay in High Definition Television broadcasting
could adversely impact sales of our HDTV application products.
Beginning in November 1998, the Federal Communications Commission directed
that television broadcasters begin a transition from current analog broadcasts
to HDTV broadcasts. All analog broadcasts are scheduled to cease by the year
2006.  It is generally acknowledged that the industry will not meet the
2006 conversion deadline.
We developed in our fiscal 1998 and tested in fiscal 1999, products that were
designed-in (incorporated) into HDTV compatible studio systems.  Since
fiscal 2000, sales of our HDTV-related products have not met expectations, and
we anticipate that our future revenues will be adversely affected if the slow
transition persists.
We depend on third parties to fabricate silicon wafers and to
assemble and test our products, which exposes us to a risk of production
disruption or uncontrolled price changes.
We do not manufacture silicon wafers.  We have historically
relied upon one wafer supplier and two assembly/test subcontractors.  These
suppliers do not have a contractual obligation or commitment to us to supply
such wafers or services in the future.  If they are unable or unwilling to
supply wafers or services, our operating results could be harmed.  We may
not be able to find sufficient suppliers at a reasonable price or at all if such
disruptions occur.  As a result of our reliance on third parties, we face
significant risks including:
reduced control over
  delivery schedules and quality;
longer lead
times;
the potential lack of
  adequate capacity during periods of excess industry demand;
difficulties
  selecting and integrating new subcontractors;
limited warranties on
  products supplied to us;
potential increases
  in prices due to capacity shortages; and
potential
  misappropriation of our intellectual property.
If we fail to deliver our products on time or if the costs of our products
increase, then our profitability and customer relationships could be harmed.
Our international operations subject us to risks not present in
solely domestic operations
.
Our primary silicon wafer suppliers and assembly subcontractors are located
in Asia, primarily in South Korea and Taiwan.  Economic, financial, social,
and political conditions in Asia have been volatile.  Financial
difficulties, government actions or restrictions, prolonged work stoppages, or
any other difficulties experienced by our suppliers could harm future operating
results.
We also have many overseas customers.  Our export sales are affected by
unique risks frequently associated with foreign economics, including:
governmental controls
  and trade restrictions;
export license
  requirements and restrictions on the export of technology;
changes in local
  economic conditions;
political
  instability;
changes in tax rates,
  tariffs, or freight rates;
interruptions in air
  traffic; and
difficulties in
  staffing and managing foreign sales offices.
Significant changes in the economic climate in the foreign
countries from which we derive our export sales could harm future operating
results.
The complex nature of semiconductors makes us highly
susceptible to manufacturing problems and these problems could have a negative
impact on future operating results.
Making semiconductors is a highly complex and precise process, requiring
production in a tightly controlled, clean environment. Even minute imperfections
in our materials, difficulties in the wafer fabrication process, defects in the
masks used to print circuits on a wafer or other factors can cause a substantial
percentage of wafers to be rejected or numerous chips on each wafer to be
nonfunctional. We may experience problems in achieving an acceptable quality and
yield rate in the manufacture of wafers. The interruption of wafer fabrication
or the failure to achieve acceptable yields could harm our future operating
results. We may also experience manufacturing problems in our assembly and test
operations, and in the introduction of new packaging materials.
We depend on third parties to deliver our products.
We rely on independent carriers and freight haulers to transport our products
between manufacturing locations and to deliver our products to our customers.
Any transport or delivery problems because of their errors, or because of
unforeseen interruptions, such as strikes, political instability, terrorism,
natural disasters and accidents, could harm our future operating results.
Earthquakes, other natural disasters, and power shortages may
damage our business.
Our California facility and some of our suppliers are located near
major earthquake faults that have experienced earthquakes in the past.  In
addition, the risk of power shortages and outages in California has been widely
reported.  In the event of a major earthquake or other natural disaster
near our facility or a sustained loss of power at our facility, our operations
could be harmed. Similarly, a major earthquake or other natural disaster near
one or more of our suppliers, such as the one that occurred in Taiwan in
September 1999, could disrupt the operations of our suppliers, which could limit
the supply of our products and harm our business.
Although we have not experienced any material disruption to our
business to date, we cannot assume that if major earthquakes, other natural
disasters, or shortages occur in the future, they will not adversely affect our
business.
We maintain high levels of inventory that decrease our
liquidity and substantially increase the risk of write-offs.
We have historically maintained and expect to continue to maintain
high levels of inventory of processed silicon wafers, packaging materials, and
finished goods.  For some product types, we must purchase, in a short
period of time, all of our anticipated inventory needs for the life of the
product.  We commit capital to maintain these high inventory levels, which
prevents us from using that capital for other purposes, such as research and
development, and requires us to utilize more capital than we would otherwise
require.  Our high inventory levels also heighten our risk of inventory
obsolescence and write-offs.  Further, we may forecast demand incorrectly
and produce insufficient inventory, resulting in supply shortages.
We currently have no bank credit facility and must rely solely upon
existing cash reserves and funds from existing operations to finance future
operations.
Although we sustained substantial net losses during the nine-month period
ended June 29, 2003 and in our fiscal years ended September 29, 2002 and
September 30, 2001, our cash flows from operations were positive during the 2003
nine-fiscal month period and during the 2002 fiscal year period due to our
reductions in accounts receivable and inventory and our cost reduction
efforts.  However, these reductions cannot continue indefinitely.  If
we are unable to return to profitability, we would have to utilize cash reserves
and thereafter obtain additional funding through debt or equity financing. 
If we are able to obtain debt financing, which is not assured, the terms of such
financing are unknown since we do not presently have a credit facility, and may
be unfavorable to us.  Similarly, there can be no assurance that we would
be able to sell capital stock on favorable terms or at all and any such sales
may adversely affect our existing shareholders.
Our operating success depends upon our ability to develop new products and
access new technologies.
The semiconductor industry is a dynamic environment marked by rapid product
obsolescence.  Our future success depends on our ability to introduce new
or improved products that meet critical customer needs, while achieving
acceptable profit margins.  If we fail to introduce these new products in a
timely manner or these products fail to achieve market acceptance, operating
results would be harmed.  The introduction of new products in a dynamic
market environment presents significant business challenges.  Product
development commitments and expenditures must be made well in advance of product
sales, while the success of new products depends on accurate forecasts of
long-term market demand and future technology developments.
Future revenue growth is dependent on market acceptance of new products and
the continued market acceptance of existing products.  The success of these
products is dependent on a variety of specific technical factors, including:
successful product
  definition;
timely and efficient
  completion of product design;
timely design into
  customers' future products and maintenance of close working relationships with
  customers;
timely and efficient
  access to wafer manufacturing and assembly processes; and
product performance,
  quality and reliability.
If, due to these or other factors, new products do not achieve market
acceptance, our operating results would be harmed.
Furthermore, to develop new products and maintain the
competitiveness of existing products, we need to migrate to more advanced wafer
manufacturing processes that use larger wafer sizes and smaller geometries.
The loss of our key personnel or our failure to hire and retain
additional qualified personnel could impair our ability to develop and market
our products.
Our future success greatly depends on the ability to attract and
retain highly qualified technical and management personnel.  As a small
company, we are particularly dependent on a relatively small group of key
employees.  Competition for skilled technical and management employees is
intense in the semiconductor industry.  As a result, we may be unable to
retain our existing key technical and management employees, or attract
additional qualified personnel, which could harm our operating results.  We
do not have employment agreements with, or key person life insurance policies on
the lives of, any of our key employees.  In addition, one of our key
officers, our Vice President of Sales, is a consultant and not an employee.
Our failure to protect our proprietary rights, or the costs of
protecting these rights, may harm our ability to compete.
We own several patents but rely primarily on our design know-how
and continued access to advanced wafer process technology to develop and
maintain our competitive position.  We attempt to protect our trade secrets
and other proprietary information through confidentiality agreements with
employees, consultants, suppliers and customers.  However, competitors may
develop, patent or gain access to similar know-how and technology, or reverse
engineer our products.  Our inability to adequately protect our proprietary
rights could result in our competitors offering similar products, potentially
causing us to lose a competitive advantage and leading to decreased
revenue.  We may not obtain an adequate remedy in the event our
confidentiality agreements are breached or any remedy if our trade secrets are
independently developed by others.  Despite our efforts to protect our
proprietary rights, existing intellectual property laws afford only limited
protection, especially under the laws of some foreign countries. 
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of
the proprietary rights of others.  This litigation could result in
substantial costs and diversion of resources.
We could be harmed by litigation involving patents and other
intellectual property rights.
As a general matter, the semiconductor and related industries are
characterized by substantial litigation regarding patent and other intellectual
property rights. We have been and in the future may be accused of infringing the
intellectual property rights of third parties. Furthermore, we may have certain
indemnification obligations to customers with respect to the infringement of
third-party intellectual property rights by our products. Infringement claims by
third parties or claims for indemnification by customers or end-users of our
products resulting from infringement claims may be asserted in the future and
such assertions, if proven to be true, may harm our business.
Any litigation relating to the intellectual property rights of third parties,
whether or not determined in our favor or settled by us, could be costly and
could divert the efforts and attention of our management and engineering
personnel. In the event of any adverse ruling in any such litigation, we could
be required to pay substantial damages, cease the manufacturing, use and sale of
infringing products, discontinue the use of certain processes or obtain a
license under the intellectual property rights of the third party claiming
infringement. A license might not be available on reasonable terms, if at all.
We have adopted certain anti-takeover, indemnification and
limited liability provisions which may adversely affect our stock price.
We have adopted a shareholder rights plan that is designed to make
a change of control through the acquisition of large amounts of our common
stock, or through a tender offer to our shareholders, prohibitively expensive
unless our board of directors has approved the transaction.  Our restated
articles of incorporation and bylaws also provide for the indemnification of our
officers and directors and insulate our directors from monetary liability for
certain breaches of their duty of care to us. These provisions may also have the
effect of delaying or preventing a change in control without action by our
shareholders, and therefore could adversely affect the price of our common
stock.
There is a limited trading market for our common stock and you
may not be able to resell your shares at or above the price you pay for
them.
Our common stock is traded on the Nasdaq National Market under the
symbol "LOGC. "  An active public trading market depends, however, upon the
existence of willing buyers and sellers, the presence of which is beyond our
control or the control of any market maker.  While we are a publicly traded
company, the volume of trading activity in our stock is relatively
limited.  The current public float of our common stock, prior to the
offering, is approximately 3.7 million shares; the average daily trading volume
on the Nasdaq National Market from January 1, 2003 through June 30, 2003, as
reported by Nasdaq, was 6,253 shares.  Even if a more active market
develops, there can be no assurance that such a market will continue, or that
our shareholders will be able to sell their shares at or above the price at
which they purchase them.
Our stock price may continue to be volatile and our trading
volume may continue to be relatively low.
The market price of our common stock has fluctuated significantly
to date. In the future, the market price of our common stock could be subject to
significant fluctuations due to general market conditions and in response to
quarter-to-quarter variations in:
our anticipated or
  actual operating results;
announcements or
  introductions of new products;
technological
  innovations or setbacks by us or our competitors;
conditions in the
  semiconductor markets;
the commencement of
  litigation; and
general and economic
  and market conditions.
In July 2002, we received a written warning from the Nasdaq Stock
Market indicating that our common stock was not in compliance with minimum
market value of publicly held shares required and minimum bid price required for
continued listing on the Nasdaq National Market.  The common stock
subsequently regained compliance and was not delisted.  However, there can
be no assurance that our common stock will continue to satisfy the Nasdaq
continued listing requirements.  In the event of delisting, if our shares
are not then traded on an exchange or another quotation system, a public market
for the shares would not exist and the ability of individuals to buy and sell
shares would be limited.  Even if the shares are traded on an exchange or
another quotation system, there can be no assurance that the trading volume in
the shares would be comparable to the present volume on the Nasdaq National
Market.  Any reduction in liquidity of the shares may reduce the value that
a holder can obtain for them, regardless of our performance or financial
condition.
USE OF PROCEEDS
We will not receive any proceeds from the sale of any of the
shares by the selling shareholders.  We will receive consideration in an
amount equal to the exercise price of each option exercised multiplied by the
number of options exercised.  However, each holder of options may elect to
pay the exercise price of such options granted to date in a manner, such as on a
net issuance basis, from which we will not receive any cash consideration for
such exercise.  We expect to use any cash consideration received for
working capital and general corporate purposes.
SELLING SHAREHOLDERS
The shares being offered by the selling shareholders through this
prospectus were or will be obtained pursuant to the Amended and Restated 1998
Directors Stock Incentive Plan (the "Plan").  Under the Plan, we have and
will continue to grant our directors options exercisable for our shares. 
These options may be transferred by the directors, subject to limited
restrictions contained in the Plan.  This prospectus covers the resale of
shares issuable upon the exercise of options granted under the Plan by present,
former and future directors and certain of their transferees.  These
transferees are family members who have acquired the options from a director (or
his transferee) through a gift or a domestic relations order.  For purposes
of this prospectus, "family member" includes any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
director's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in
which these persons (or the director) control the management of assets, and any
other entity in which these persons (or the director) own more than fifty
percent of the voting interests.
The following table sets forth additional information as of the
date of this prospectus regarding the selling shareholders' beneficial ownership
of shares, both prior to and after the offering covered by this prospectus:
Name
Shares Beneficially Owned
Prior to
      Offering
1
Shares
Covered by
this Prospectus
Total Shares Beneficially
Owned After
      Offering
Percent
      of
Number
Class
Howard L. Farkas
210,000
85,000
125,000
1.9%
Fredric J. Harris
100,000
100,000
0
*
Albert Morrison, Jr.
85,877
85,000
877
*
Joel S. Kanter
50,000
50,000
0
*
Estate of Burton W. Kanter
20,000
20,000
0
*
Bruce B. Lusignan
10,000
10,000
0
*
TOTAL
485,877
360,000
125,877
1.9%
_______________
1
Assumes the
exercise of any warrants or options held by such person that are exercisable as
of or within 60 days of September 29, 2003.
*      represents less than 1% of the
outstanding shares of common stock.
Each of Messrs. Harris, Joel Kanter, Farkas and Morrison, together
with William Volz and Brian Cardozo, is currently a member of our Board of
Directors.  Mr. Burton Kanter was a member of our Board of Directors until
his death in 2001.  Mr. Lusignan was a member of our Board of Directors
until 1999.
Since the holders of the options may transfer them at their
discretion, subject to limited restrictions contained in the Plan, the persons
or entities exercising the options and offering the shares obtained thereby may
not be the persons listed in the table above.  To the extent required by
the Securities Act with respect to such transferees, the names of such
transferees, the specific options and shares held by them, and other necessary
information will be set forth in an accompanying prospectus supplement or, if
appropriate, a post-effective amendment to the registration statement of which
this prospectus is a part.
PLAN OF DISTRIBUTION
The shares may be offered and sold from time to time by the
selling shareholders or by their pledgees, donees, transferees or other
successors in interest in one or more transactions at a fixed offering price, at
varying prices determined at the time of sale or at negotiated prices and for
cash or other consideration.  Sales may be made to purchasers directly by
the selling shareholders (or their pledgees, donees, transferees or other
successors in interest) or, alternatively, the selling shareholders (or their
pledgees, donees, transferees or other successors in interest) may offer the
shares, pursuant to the registration statement of which this prospectus is a
part or Rule 144 of the Securities Act, through underwriters, dealers, brokers
or agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions, which may be in excess of ordinary brokerage
commissions, from the selling shareholders (or their pledgees, donees,
transferees or other successors in interest) and/or the purchasers of the shares
for whom they may act as agents.  In effecting sales of shares, brokers or
dealers may arrange for other brokers or dealers to participate. These brokers
or dealers and any other participating brokers or dealers may be deemed to be
underwriters within the meaning of the Securities Act in connection with such
sales.  Any profit on the sale of shares by them and any discounts,
commissions or concessions received by any dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act.  The
aggregate proceeds to the selling shareholders from sales of the shares will be
the purchase price of the shares less any broker's commissions and underwriter's
discounts.
To the extent required by the Securities Act for underwritten
offerings, the specific shares to be sold, the names of the selling
shareholders, the respective purchase prices and public offering prices, the
names of the underwriter or underwriters, and any applicable commissions or
discounts with respect to a particular offer and other necessary information
will be set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part.
The selling shareholders may also sell shares from time to time
directly to purchasers or to or through broker-dealers.  In connection with
any of these sales, any broker-dealer may act as agent for the selling
shareholders or may purchase from the selling shareholders all or a portion of
such shares as principal. The sales may be made on the Nasdaq National Market or
any exchange on which shares of common stock are then traded, in the
over-the-counter market, in negotiated transactions or otherwise at prices and
at terms then prevailing or at prices related to the then-current market prices
or at prices otherwise negotiated.  Shares may also be sold in one or more
of the following transactions:  (i) block transactions (which may involve
crosses) in which a broker-dealer may sell all or a portion of such shares as
agent but may purchase and resell all or a portion of the block as principal to
facilitate the transaction; (ii) purchases by any broker-dealer as principal and
resale by the broker-dealer for its own account pursuant to a prospectus
supplement; (iii) a special offering, an exchange distribution or a secondary
distribution in accordance with applicable rules; (iv) ordinary brokerage
transactions and transactions in which any such broker-dealer solicits
purchasers; (v) sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such shares; and (vi)
sales in other ways not involving market makers or established trading markets,
including direct sales to institutions or individual purchasers.  In
effecting sales, broker-dealers engaged by the selling shareholders may arrange
for other broker-dealers to participate.  Broker-dealers will receive
commissions or other compensation from the selling shareholders in amounts to be
negotiated immediately prior to the sale.  Broker-dealers may also receive
compensation from purchasers of the shares.
We will pay the costs of preparing, filing and maintaining with
the SEC the registration statement of which this prospectus is a part, the cost
of listing the registered shares for trading on the Nasdaq Stock Market, Inc.
National Market System and transfer agent fees and other similar expenses in
connection with the registration statement of which this prospectus forms a
part.  We will not pay any discounts, commissions and fees of underwriters,
broker-dealers or agents, legal fees or other costs incurred by the selling
shareholders.
DESCRIPTION OF COMMON STOCK
Our Articles of Incorporation authorize (i) 10,000,000 shares of
authorized Common Stock, without par value and (ii) 1,000,000 shares of
Preferred Stock, without par value, of which 5,000 shares have been designated
as Series A Preferred Stock.
The holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors from funds legally
available therefor.  In the event of our liquidation, dissolution or
winding up, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities.  The holders of Common Stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of shareholders, except that upon giving notice required by law,
shareholders may cumulate their votes in the election of directors.
The holders of Common Stock have no preemptive rights or
conversion privileges.  All of the outstanding shares of Common Stock are,
and the shares of Common Stock offered by this prospectus when issued under the
Plan will be, validly issued, fully paid and nonassessable.
The Board of Directors has the authority to issue the authorized
and unissued Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights and
rates, conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the
designation of such series, without any vote or action by the
shareholders.  No shares of Preferred Stock are currently issued and
outstanding.  The issuance of Preferred Stock may have the effect of
delaying or preventing a change in control of us without further action by the
shareholders.  The issuance of Preferred Stock with voting and conversion
rights may adversely affect the voting power of the holders of Common Stock,
including the loss of voting control to others.
LEGAL MATTERS
Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC, Chicago, Illinois,
has passed upon the validity of the shares.
EXPERTS
The financial statements and schedule incorporated by reference in
this Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the period set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority and said firm as experts in auditing and
accounting.
The financial statements and schedule incorporated by reference in
this Prospectus have been audited by Hood and Strong LLP, independent certified
public accountants, to the extent and for the period set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority and said firm as experts in auditing and
accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act.  Accordingly, we file reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information.
Our filings with the SEC also are available to the public from the SEC's website
at
http://www.sec.gov
.  Our SEC filings
are also available on our web site at
http://www.logicdevices.com
, and at the
office of the Nasdaq National Market.
This prospectus is part of a registration statement we filed with
the SEC and does not contain all of the information set forth in the
registration statement.  You should consult the registration statement for
further information with respect to our company and these securities.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information incorporated by
reference is considered to be part of this prospectus.  Some information
contained in this prospectus updates and supersedes the information incorporated
by reference, and later information that we file with the SEC will automatically
update and supersede this information and information in this prospectus. 
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act until all of the securities are sold:
Annual Report on Form 10-K for the fiscal year ended September 29, 2002,
  filed with the SEC on December 10, 2002 (File No. 000-17187);
Quarterly Report on Form 10-Q for the period ended December 29, 2002,
  filed with the SEC on January 31, 2003 (File No. 000-17187);
Quarterly Report on Form 10-Q for the period ended March 30, 2003, filed
  with the SEC on May 12, 2003 (File No. 000-17187);
Quarterly Report on Form 10-Q for the period ended June 29, 2003, filed
  with the SEC on August 11, 2003 (File No. 000-17187);
Current Report on Form 8-K filed with the SEC on March 17, 2003 (File No.
  000-17187);
Current Report on Form 8-K filed with the SEC on April 10, 2003 (File No.
  000-17187);
Current Report on Form 8-K filed with the SEC on July 11, 2003 (File No.
  000-17187);
Current Report on Form 8-K filed with the SEC on August 7, 2003 (File No.
  000-17187);
Current Report on Form 8-K filed with the SEC on September 2, 2003 (File
  No. 000-17187); and
The description of our common stock contained in the registration
  statement on Form S-18/A (File No. 33023763-4), filed on August 23, 1988 and
  any amendment or report for the purpose of updating any such description.
You may request a copy of these filings, at no cost, by writing or calling us
at the following address: LOGIC Devices Incorporated, 395 West Java Drive,
Sunnyvale, California 94089, Attention:  Investor Relations, telephone
number (408) 542-5400.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
3.
Incorporation of Certain Documents by Reference
.
The following documents previously or concurrently filed by LOGIC Devices
Incorporated (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
The Company's Annual Report on Form 10-K for the fiscal year ended
  September 29, 2002, filed with the SEC on December 10, 2002 (File No.
  000-17187);
The Company's Quarterly Report on Form 10-Q for the period ended December
  29, 2002, filed with the SEC on January 31, 2003 (File No. 000-17187);
The Company's Quarterly Report on Form 10-Q for the period ended March 30,
  2003, filed with the SEC on May 12, 2003 (File No. 000-17187);
The Company's Quarterly Report on Form 10-Q for the period ended June 29,
  2003, filed with the SEC on August 11, 2003 (File No. 000-17187);
The Company's Current Report on Form 8-K filed with the SEC on March 17,
  2003 (File No. 000-17187);
The Company's Current Report on Form 8-K filed with the SEC on April 10,
  2003 (File No. 000-17187);
The Company's Current Report on Form 8-K filed with the SEC on July 11,
  2003 (File No. 000-17187);
The Company's Current Report on Form 8-K filed with the SEC on August 7,
  2003 (File No. 000-17187);
The Company's Current Report on Form 8-K filed with the SEC on September
  2, 2003 (File No. 000-17187);
The description of the Company's common stock contained in the registration statement on Form S-18/A
  (File No. 33023763-4), filed on August 23, 1988 and any amendment or report for
  the purpose of updating any such description.
All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents.  Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement and the Prospectus.
Item
4.
Description of Securities
.
Not Applicable.
Item
5.
Interests of Named Experts and Counsel
.
Not applicable.
Item
6.
Indemnification of Directors and Officers
.
The Company's Restated Articles of Incorporation and Bylaws require the
Company to indemnify officers and directors of the Company to the full extent
permitted by Section 317 of the California General Corporation Law, as
amended.  Section 317 of the California General Corporation, as amended,
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.  In addition, the Company
maintains a directors and officers insurance policy that provides for payment of
expenses due to liabilities incurred by the directors and officers of the
Company for certain acts taken in their capacities as such.
Item
7.
Exemption from Registration Claimed
.
Ten thousand shares of Common Stock registered for resale hereby are restricted
because they were issued upon the exercise of an option prior to the
effectiveness of this Registration Statement.  Exemption from the
registration requirements of the Securities Act of 1933 for the issuance such
shares is claimed under Section 4(2) of the Securities Act of 1933 on the basis
that such transaction did not involve any public offering because, among other
things, it involved an issuance to one person who, as a director of the Company,
had access to all relevant material information regarding the Company.
Item
8.
Exhibits
.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item
9.
Undertakings
.
(a)               
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the 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)
(§230.424(b) of this chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% 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 the registration statement or any
material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the 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.
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by §210.3-19
of this chapter at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished,
provided
that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (§239.33 of this
chapter), a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or § 210.3-19
of this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Form F-3.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h)           Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunder duly
authorized, in the City of Sunnyvale, State of California, on September 29,
2003.
LOGIC DEVICES INCORPORATED
By:
/s/
      William J.
      Volz
William J.
      Volz
President and Principal Executive Officer
By:
/s/ Gary
      C.
      Schaefer
Gary C.
      Schaefer
Chief Financial Officer and
      Principal
Financial and Accounting Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints William J. Volz and Gary C. Schaefer, and each of them,
his or her true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on September 11, 2003.
Signature
Title
/s/ William J.
      Volz
William J. Volz
President and Director
/s/ Gary C.
      Schaefer
Gary C. Schaefer
Chief Financial Officer
/s/ Howard L.
      Farkas
Howard L. Farkas
Chairman of the Board
/s/ Albert Morrison,
      Jr.
Albert Morrison, Jr.
Director
/s/ Fredric J.
      Harris
Fredric J. Harris
Director
/s/ Joel S.
      Kanter
Joel S. Kanter
Director
/s/ Brian P.
      Cardozo
Brian P. Cardozo
Director
LOGIC DEVICES INCORPORATED
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit No.
Description
4.1
Rights Agreement, dated April 30, 1997
5.1
Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
    LLC
23.1
Consent of Hood & Strong LLP
23.2
Consent of BDO Seidman, LLP
23.3
Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
      (Included in Exhibit 5.1)
24.1
Power of Attorney (Included on Signature Page to this Registration
      Statement)
99.1
Logic Devices Incorporated Amended and Restated 1998 Directors Stock
      Incentive Plan [10.3](1)
[ ]
Exhibits so marked have been previously filed with the Securities and
      Exchange Commission (SEC) as exhibits to the filings shown below under the
      exhibit numbers indicated following the respective document description
      and are incorporated herein by reference.
(1)
Annual Report on Form 10-K for fiscal year ended Sept 29, 2002, filed
      with the SEC on December 10, 2002 (File No.
000-17187).