As filed with the Securities and Exchange Commission on March 8, 1995
                                                Registration No. 33-__________
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                           VLSI TECHNOLOGY, INC.
          (Exact name of registrant as specified in its charter)

              Delaware                            94-2597282
    (State or other jurisdiction               (I.R.S. Employer 
    of incorporation or organization)          Identification No.)

                              1109 McKay Drive
                        San Jose, California  95131
       (Address of principal executive offices, including zip code)
                              ---------------

                        EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plan)

                              ---------------

                              ALFRED J. STEIN,
                         Chief Executive Officer
                           VLSI TECHNOLOGY, INC.
                              1109 McKay Drive
                        San Jose, California  95131
                              (408) 434-3000
        (Name, address and telephone number, including area code, 
                           of agent for service)

                                 Copy to:
                          ANN YVONNE WALKER, ESQ.
                    Wilson, Sonsini, Goodrich & Rosati
                         Professional Corporation
                             650 Page Mill Road
                        Palo Alto, California  94304
================================================================================
                     CALCULATION OF REGISTRATION FEE
================================================================================
 Title of              Amount            Proposed      Proposed     Amount
 Securities            to be             Maximum       Maximum      Registration
 to be                 Registered(1)     Offering      Aggregate    Fee(2)
 Registered                              Price         Offering
                                         Per Unit(2)   Price(2)
- ---------------------- ----------------  ------------  -----------  ------------
 Common Stock, $0.01 
  par value, to be 
  issued under Employee
  Stock Purchase Plan  2,400,000 shares   $12.91/sh.   $30,984,000   $10,684.14
================================================================================

(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
    prospectus relating hereto also relates to shares registered under Form 
    S-8 Registration Statements Nos. 2-86600, 33-4797, 33-21116, 33-27872, 
    33-39653 and 33-62068.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of 
    calculating the registration fee.  Based upon the average of the high 
    and low sale prices on March 3, 1995, as reported on the NASDAQ 
    National Market.
<PAGE>
<PAGE> 2

                           VLSI TECHNOLOGY, INC.

                      REGISTRATION STATEMENT ON FORM S-8

                                PART II


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       There are hereby incorporated by reference into the Prospectus relating 
to this Registration Statement pursuant to Rule 428 the following documents 
and information heretofore filed with the Securities and Exchange Commission:

   1.  The Company's Annual Report on Form 10-K for the fiscal year ended 
December 25, 1993 (the "1993 Form 10-K"), the Company's Annual Report on 
Form 10-K/A dated April 8, 1994 (Amendment No. 1 to the 1993 Form 10-K) and 
the Company's Annual Report on Form 10-K/A dated September 15, 1994 (Amendment 
No. 2 to the 1993 Form 10-K), filed pursuant to Section 13 of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act").

   2.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
ended April 1, 1994, filed pursuant to Section 13 of the Exchange Act.

   3.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
ended July 1, 1994, filed pursuant to Section 13 of the Exchange Act, as 
amended by Amendment No. 1 on Form 10-Q/A dated February 28, 1995.

   4.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
ended September 30, 1994, filed pursuant to Section 13 of the Exchange Act.

   5.  The Company's Registration Statement on Form 8-A dated April 20, 1984 
and the Company's Registration Statement on Form 8-A/A (Amendment No. 1) dated 
November 30, 1993, relating to its Common Stock, as amended by subsequently 
filed Exchange Act reports.

   6.  The Company's Registration Statement on Form 8-A dated November 20, 
1989, relating to its Share Purchase Rights, as amended by the Form 8 
Amendment Number 1 dated August 12, 1992, the Form 8 Amendment Number 2 dated 
August 25, 1992, and subsequently filed Exchange Act reports.

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


Item 4.  DESCRIPTION OF SECURITIES

       Not Applicable.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.


<PAGE>
<PAGE> 3

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the Delaware General Corporation Law authorizes a court 
to award, or a corporation's Board of Directors to grant, indemnity to 
directors and officers in terms sufficiently broad to permit such 
indemnification under certain circumstances for liabilities (including 
reimbursement for expenses incurred) arising under the Securities Act of 1933, 
as amended (the "Securities Act").  Article VI of the Bylaws of the Company 
provides that the Company shall indemnify certain agents of the Company 
against judgments, fines, settlements and other expenses arising from such 
person's agency relationship with the Company provided that the standard of 
conduct set forth therein is met.  The effect of Article VI is to require that 
the Company provide indemnification to such agents to the maximum extent 
permitted by the Delaware General Corporation Law.  Agents covered by this 
indemnification provision include current and former directors and officers of 
the Company, as well as persons who serve at the request of the Company as 
directors, officers, employees or agents of another enterprise.

       In addition, the Company has entered into indemnification agreements 
with each of its directors and certain of its officers.  The indemnification 
agreements are based on the provisions of Section 145 of the Delaware General 
Corporation Law and attempt to provide the directors and officers of the 
Company with the maximum indemnification allowed under Delaware law.  In 
certain instances, they may result in an expansion of the substantive 
protection available to such individuals under the Bylaws.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable.


Item 8.  EXHIBITS

       See Index to Exhibits on page 6.


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 to include any 
material information with respect to the plan of distribution not previously 
disclosed in the Registration Statement or any material change to such 
information in the Registration Statement.

            (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

            (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

       (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

<PAGE>
<PAGE> 4

       (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 provisions described in Item 6 of 
Part II of this Registration Statement, or otherwise, the Registrant has been 
advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.




                                 SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of San Jose, State of California, on 
this 8th day of March, 1995.

                                          VLSI TECHNOLOGY, INC.

                                          By: __/s/_Thomas_F._Mulvaney______
                                              Thomas F. Mulvaney
                                              Vice President, General Counsel
                                               and Secretary

<PAGE>
<PAGE> 5


                              POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Alfred J. Stein and Thomas F. Mulvaney, 
and each of them, as his true and lawful attorney-in-fact and agent, with full 
power of substitution and resubstitution, for him and in his name, place and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the 
same, with all exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform 
each and every act and thing requisite and necessary to be done in connection 
therewith, as fully and to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may 
lawfully do or cause to be done by virtue hereof.

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

      Signature                    Title                           Date
   ---------------             -----------                      ----------

__/s/_Alfred_J._Stein______   Chairman of the Board, Chief     March 8, 1995
(Alfred J. Stein)             Executive Officer (Principal 
                              Executive Officer) and Director

__/s/_Gregory_K._Hinckley__   Vice President, Finance, Chief   March 8, 1995
(Gregory K. Hinckley)         Financial Officer (Principal 
                              Financial Officer)

__/s/_Balakrishnan_S._Iyer_   Vice President and Controller    March 8, 1995
(Balakrishnan S. Iyer)        (Principal Accounting Officer)

__/s/_Pierre_S._Bonelli____   Director                         March 8, 1995
(Pierre S. Bonelli)

__/s/_Robert_P._Dilworth___   Director                         March 8, 1995
(Robert P. Dilworth)

__/s/_James_J._Kim_________   Director                         March 8, 1995
(James J. Kim)

__/s/_Horace_H._Tsiang_____   Director                         March 8, 1995
(Horace H. Tsiang)


<PAGE>
<PAGE> 6

                              INDEX TO EXHIBITS

    Exhibit
    Number                Document              
    -------    ---------------------------------------

       4.1     The Company hereby agrees to file, upon request of the 
               Commission, a copy of all instruments not otherwise filed with 
               respect to long-term debt of the Company or any of its 
               subsidiaries for which the total amount of debt authorized 
               under such instrument does not exceed 10% of the total assets 
               of the Company and its subsidiaries on a consolidated basis.

       4.2(1)  Restated Certificate of Incorporation of the Company filed 
               September 16, 1987.

       4.3(2)  Certificate of Designation of Rights, Preferences and 
               Privileges of Series A Participating Preferred Stock, filed 
               August 12, 1992.

       4.4(2)  Certificate of Amendment of the Certificate of Incorporation, 
               filed August 20, 1992, increasing the authorized amount of 
               Common Stock of the Company by 15,000,000 shares.

       4.5(3)  Indenture, dated as of May 1, 1987, between the Company and 
               Citibank, N.A., as Trustee, with respect to issuance of 
               $57,500,000 of 7% Convertible Subordinated Debentures due 
               May 1, 2012.

       4.6(3)  Form of 7% Convertible Subordinated Debentures due May 1, 2012.

       4.7(4)  First Amended and Restated Rights Agreement, dated as of 
               August 12, 1992, by and between the Company and the First 
               National Bank of Boston, as Rights Agent, including the form of 
               Rights Certificate attached as Exhibit A thereto.

       4.8(5)  Amendment No. 1 to First Amended and Restated Rights Agreement, 
               dated August 25, 1992, by and between the Company and the First 
               National Bank of Boston, as Rights Agent, including the form of 
               Rights Certificate attached as Exhibit A thereto.

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

      23.1     Consent of Ernst & Young LLP, Independent Auditors.

      23.2     Consent of Counsel (contained in Exhibit 5.1).

      24.1     Power of Attorney (See page 5).

- -----------------------

(1)  Incorporated by reference from Exhibits to Annual Report on Form 10-K for 
     the fiscal year ended December 27, 1987.
(2)  Incorporated by reference from Exhibits to Registration Statement on 
     Form S-8, Reg. No. 33-52908.
(3)  Incorporated by reference from Exhibits to Registration Statement on Form 
     S-3, Reg. No. 33-13463.
(4)  Incorporated by reference from Exhibits to Form 8 Amendment No. 1 to 
     Registration Statement on Form 8-A filed with the Securities and Exchange 
     Commission on August 12, 1992.
(5)  Incorporated by reference from Exhibits to Form 8 Amendment No. 2 to 
     Registration Statement on Form 8-A filed with the Securities and Exchange 
     Commission on August 25, 1992.
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As filed with the Securities and Exchange Commission on March 8, 1995
                                                Registration No. 33-__________
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                           VLSI TECHNOLOGY, INC.
          (Exact name of registrant as specified in its charter)

              Delaware                            94-2597282
    (State or other jurisdiction               (I.R.S. Employer 
    of incorporation or organization)          Identification No.)

                              1109 McKay Drive
                        San Jose, California  95131
       (Address of principal executive offices, including zip code)
                              ---------------

                        EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plan)

                              ---------------

                              ALFRED J. STEIN,
                         Chief Executive Officer
                           VLSI TECHNOLOGY, INC.
                              1109 McKay Drive
                        San Jose, California  95131
                              (408) 434-3000
        (Name, address and telephone number, including area code, 
                           of agent for service)

                                 Copy to:
                          ANN YVONNE WALKER, ESQ.
                    Wilson, Sonsini, Goodrich & Rosati
                         Professional Corporation
                             650 Page Mill Road
                        Palo Alto, California  94304
================================================================================
                     CALCULATION OF REGISTRATION FEE
================================================================================
 Title of              Amount            Proposed      Proposed     Amount
 Securities            to be             Maximum       Maximum      Registration
 to be                 Registered(1)     Offering      Aggregate    Fee(2)
 Registered                              Price         Offering
                                         Per Unit(2)   Price(2)
- ---------------------- ----------------  ------------  -----------  ------------
 Common Stock, $0.01 
  par value, to be 
  issued under Employee
  Stock Purchase Plan  2,400,000 shares   $12.91/sh.   $30,984,000   $10,684.14
================================================================================

(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
    prospectus relating hereto also relates to shares registered under Form 
    S-8 Registration Statements Nos. 2-86600, 33-4797, 33-21116, 33-27872, 
    33-39653 and 33-62068.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of 
    calculating the registration fee.  Based upon the average of the high 
    and low sale prices on March 3, 1995, as reported on the NASDAQ 
    National Market.
2

                           VLSI TECHNOLOGY, INC.

                      REGISTRATION STATEMENT ON FORM S-8

                                PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       There are hereby incorporated by reference into the Prospectus relating 
to this Registration Statement pursuant to Rule 428 the following documents 
and information heretofore filed with the Securities and Exchange Commission:

   1.  The Company's Annual Report on Form 10-K for the fiscal year ended 
December 25, 1993 (the "1993 Form 10-K"), the Company's Annual Report on 
Form 10-K/A dated April 8, 1994 (Amendment No. 1 to the 1993 Form 10-K) and 
the Company's Annual Report on Form 10-K/A dated September 15, 1994 (Amendment 
No. 2 to the 1993 Form 10-K), filed pursuant to Section 13 of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act").

   2.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
ended April 1, 1994, filed pursuant to Section 13 of the Exchange Act.

   3.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
ended July 1, 1994, filed pursuant to Section 13 of the Exchange Act, as 
amended by Amendment No. 1 on Form 10-Q/A dated February 28, 1995.

   4.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
ended September 30, 1994, filed pursuant to Section 13 of the Exchange Act.

   5.  The Company's Registration Statement on Form 8-A dated April 20, 1984 
and the Company's Registration Statement on Form 8-A/A (Amendment No. 1) dated 
November 30, 1993, relating to its Common Stock, as amended by subsequently 
filed Exchange Act reports.

   6.  The Company's Registration Statement on Form 8-A dated November 20, 
1989, relating to its Share Purchase Rights, as amended by the Form 8 
Amendment Number 1 dated August 12, 1992, the Form 8 Amendment Number 2 dated 
August 25, 1992, and subsequently filed Exchange Act reports.

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

Item 4.  DESCRIPTION OF SECURITIES

       Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.
3

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the Delaware General Corporation Law authorizes a court 
to award, or a corporation's Board of Directors to grant, indemnity to 
directors and officers in terms sufficiently broad to permit such 
indemnification under certain circumstances for liabilities (including 
reimbursement for expenses incurred) arising under the Securities Act of 1933, 
as amended (the "Securities Act").  Article VI of the Bylaws of the Company 
provides that the Company shall indemnify certain agents of the Company 
against judgments, fines, settlements and other expenses arising from such 
person's agency relationship with the Company provided that the standard of 
conduct set forth therein is met.  The effect of Article VI is to require that 
the Company provide indemnification to such agents to the maximum extent 
permitted by the Delaware General Corporation Law.  Agents covered by this 
indemnification provision include current and former directors and officers of 
the Company, as well as persons who serve at the request of the Company as 
directors, officers, employees or agents of another enterprise.

       In addition, the Company has entered into indemnification agreements 
with each of its directors and certain of its officers.  The indemnification 
agreements are based on the provisions of Section 145 of the Delaware General 
Corporation Law and attempt to provide the directors and officers of the 
Company with the maximum indemnification allowed under Delaware law.  In 
certain instances, they may result in an expansion of the substantive 
protection available to such individuals under the Bylaws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable.

Item 8.  EXHIBITS

       See Index to Exhibits on page 6.

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 to include any 
material information with respect to the plan of distribution not previously 
disclosed in the Registration Statement or any material change to such 
information in the Registration Statement.

            (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

            (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

       (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.
4

       (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 provisions described in Item 6 of 
Part II of this Registration Statement, or otherwise, the Registrant has been 
advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.

                                 SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of San Jose, State of California, on 
this 8th day of March, 1995.

                                          VLSI TECHNOLOGY, INC.

                                          By: __/s/_Thomas_F._Mulvaney______
                                              Thomas F. Mulvaney
                                              Vice President, General Counsel
                                               and Secretary
5

                              POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Alfred J. Stein and Thomas F. Mulvaney, 
and each of them, as his true and lawful attorney-in-fact and agent, with full 
power of substitution and resubstitution, for him and in his name, place and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the 
same, with all exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform 
each and every act and thing requisite and necessary to be done in connection 
therewith, as fully and to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may 
lawfully do or cause to be done by virtue hereof.

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

      Signature                    Title                           Date
   ---------------             -----------                      ----------

__/s/_Alfred_J._Stein______   Chairman of the Board, Chief     March 8, 1995
(Alfred J. Stein)             Executive Officer (Principal 
                              Executive Officer) and Director

__/s/_Gregory_K._Hinckley__   Vice President, Finance, Chief   March 8, 1995
(Gregory K. Hinckley)         Financial Officer (Principal 
                              Financial Officer)

__/s/_Balakrishnan_S._Iyer_   Vice President and Controller    March 8, 1995
(Balakrishnan S. Iyer)        (Principal Accounting Officer)

__/s/_Pierre_S._Bonelli____   Director                         March 8, 1995
(Pierre S. Bonelli)

__/s/_Robert_P._Dilworth___   Director                         March 8, 1995
(Robert P. Dilworth)

__/s/_James_J._Kim_________   Director                         March 8, 1995
(James J. Kim)

__/s/_Horace_H._Tsiang_____   Director                         March 8, 1995
(Horace H. Tsiang)
6

                              INDEX TO EXHIBITS

    Exhibit
    Number                Document              
    -------    ---------------------------------------

       4.1     The Company hereby agrees to file, upon request of the 
               Commission, a copy of all instruments not otherwise filed with 
               respect to long-term debt of the Company or any of its 
               subsidiaries for which the total amount of debt authorized 
               under such instrument does not exceed 10% of the total assets 
               of the Company and its subsidiaries on a consolidated basis.

       4.2(1)  Restated Certificate of Incorporation of the Company filed 
               September 16, 1987.

       4.3(2)  Certificate of Designation of Rights, Preferences and 
               Privileges of Series A Participating Preferred Stock, filed 
               August 12, 1992.

       4.4(2)  Certificate of Amendment of the Certificate of Incorporation, 
               filed August 20, 1992, increasing the authorized amount of 
               Common Stock of the Company by 15,000,000 shares.

       4.5(3)  Indenture, dated as of May 1, 1987, between the Company and 
               Citibank, N.A., as Trustee, with respect to issuance of 
               $57,500,000 of 7% Convertible Subordinated Debentures due 
               May 1, 2012.

       4.6(3)  Form of 7% Convertible Subordinated Debentures due May 1, 2012.

       4.7(4)  First Amended and Restated Rights Agreement, dated as of 
               August 12, 1992, by and between the Company and the First 
               National Bank of Boston, as Rights Agent, including the form of 
               Rights Certificate attached as Exhibit A thereto.

       4.8(5)  Amendment No. 1 to First Amended and Restated Rights Agreement, 
               dated August 25, 1992, by and between the Company and the First 
               National Bank of Boston, as Rights Agent, including the form of 
               Rights Certificate attached as Exhibit A thereto.

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

      23.1     Consent of Ernst & Young LLP, Independent Auditors.

      23.2     Consent of Counsel (contained in Exhibit 5.1).

      24.1     Power of Attorney (See page 5).

- -----------------------

(1)  Incorporated by reference from Exhibits to Annual Report on Form 10-K for 
     the fiscal year ended December 27, 1987.
(2)  Incorporated by reference from Exhibits to Registration Statement on 
     Form S-8, Reg. No. 33-52908.
(3)  Incorporated by reference from Exhibits to Registration Statement on Form 
     S-3, Reg. No. 33-13463.
(4)  Incorporated by reference from Exhibits to Form 8 Amendment No. 1 to 
     Registration Statement on Form 8-A filed with the Securities and Exchange 
     Commission on August 12, 1992.
(5)  Incorporated by reference from Exhibits to Form 8 Amendment No. 2 to 
     Registration Statement on Form 8-A filed with the Securities and Exchange 
     Commission on August 25, 1992.