As filed with the Securities and Exchange Commission on February __, 1998
                                             Registration No. 333-__________
============================================================================
                                UNITED STATES
                      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)
                                       ---------------


                            1998 Nonstatutory Stock Option Plan
                                  (Full title of the plan)

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

                                      ALFRED J. STEIN,
                                   Chief Executive Officer
                                    VLSI TECHNOLOGY, INC.
                                      1109 McKay Drive
                                San Jose, California  95131
                                       (408) 434-3100
        (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 of
 Securities          to be             Maximum       Maximum      Registration
 to be               Registered        Offering      Aggregate    Fee(1)
 Registered                            Price         Offering
                                       Per Unit (1)  Price (1)
 ------------------- ----------------- ------------- ------------ ----------
VLSI Technology, Inc.
1998 Nonstatutory Stock Option Plan

 Common Stock, $0.01 
  par value, to be 
  issued             6,000,000 shares  $21.88/sh.   $131,280,000   $38,727.60
=============================================================================

(1) 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 February 4, 1998, as reported on the Nasdaq 
    National Market.


                           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 27, 1996, filed pursuant to Section 13 of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act").

   2.  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters 
ended March 28, 1997, June 27, 1997 and September 26, 1997, filed pursuant to 
Section 13 of the Exchange Act.

   3.  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.

   4.  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.

   5.  The Company's Current Report on Form 8-K filed with the Commission on 
February 9, 1998.

       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.


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

         Footnotes appear at the end of the exhibits list.

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

       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
               with the Secretary of State of the State of Delaware on August
               12, 1992.

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

       4.5(3)  Certificate of Amendment of Restated Certificate of
               Incorporation filed with the Secretary of State of the State
               of Delaware on May 5, 1995, increasing the authorized amount
               of Common Stock of the Company by 45,000,000 shares.

       4.6(4)  Indenture, dated as of September 1, 1995, between the Company 
               and Harris Trust and Savings Bank, as Trustee, with respect to 
               issuance of $172,500,000 of 8.25% Convertible Subordinated 
               Notes due October 1, 2005.

       4.7(4)  Form of 8.25% Convertible Subordinated Notes due October 1,
               2005.

       4.8(5)  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.

       4.9(6)  Amendment No. 1 to First Amended and Restated Rights
               Agreement, dated August 24, 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 6).

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

(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 Quarterly Report on Form 10-Q 
     for the fiscal quarter ended September 26, 1992.
(3)  Incorporated by reference from Exhibits to Registration Statement on 
     Form S-3, Reg. No. 33-60049.
(4)  Incorporated by reference from Exhibits to Quarterly Report on Form 10-Q 
     for the fiscal quarter ended September 29, 1995.
(5)  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.
(6)  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.


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, 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, 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.

  (c)  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 9th day of February , 1998.

                                       VLSI TECHNOLOGY, INC.


                                        By: /s/ Larry L. Grant
                                           --------------------------------
                                           Larry L. Grant
                                           Vice President, General Counsel, 
                                           and Secretary




                            POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Alfred J. Stein and Larry L. Grant, 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,        February 9, 1998
-------------------------     Chief Executive Officer
(Alfred J. Stein)             (Principal Executive 
                              Officer),and Director


/s/ Richard M. Beyer          President, Chief              February 9, 1998
-------------------------     Operating Officer, and
(Richard M. Beyer)            Director


/s/ Balakrishnan S. Iyer      Senior Vice President,        February 9, 1998
-------------------------     Finance and Chief Financial
(Balakrishnan S. Iyer)        Officer (Principal Financial
                              Officer)

/s/ Victor K. Lee             Vice President and            February 9, 1998
-------------------------     Controller (Principal
(Victor K. Lee)               Accounting Officer)


/s/ Pierre S. Bonelli         Director                      February 9, 1998
-------------------------
(Pierre S. Bonelli)

/s/ Robert P. Dilworth        Director                      February 9, 1998
-------------------------
(Robert P. Dilworth)


                              Director                      February __, 1998
-------------------------
(William G. Howard, Jr.)


/s/ Paul R. Low               Director                      February 9, 1998
-------------------------
(Paul R. Low)


/s/ Horace H. Tsiang          Director                      February 9, 1998
-------------------------
(Horace H. Tsiang)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17346}]
{"company-data": {"conformed-name": "VLSI TECHNOLOGY INC", "cik": "0000704386", "assigned-sic": "3674", "irs-number": "942597282", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45911", "film-number": "98526749"}, "business-address": {"street1": "1109 MCKAY DRIVE", "street2": "M-STOP 19", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084343000"}, "mail-address": {"street1": "1109 MCKAY DR - MAILSTOP 19", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on February __, 1998
                                             Registration No. 333-__________
============================================================================
                                UNITED STATES
                      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)
                                       ---------------

                            1998 Nonstatutory Stock Option Plan
                                  (Full title of the plan)

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

                                      ALFRED J. STEIN,
                                   Chief Executive Officer
                                    VLSI TECHNOLOGY, INC.
                                      1109 McKay Drive
                                San Jose, California  95131
                                       (408) 434-3100
        (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 of
 Securities          to be             Maximum       Maximum      Registration
 to be               Registered        Offering      Aggregate    Fee(1)
 Registered                            Price         Offering
                                       Per Unit (1)  Price (1)
 ------------------- ----------------- ------------- ------------ ----------
VLSI Technology, Inc.
1998 Nonstatutory Stock Option Plan

 Common Stock, $0.01 
  par value, to be 
  issued             6,000,000 shares  $21.88/sh.   $131,280,000   $38,727.60
=============================================================================

(1) 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 February 4, 1998, as reported on the Nasdaq 
    National Market.

                           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 27, 1996, filed pursuant to Section 13 of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act").

   2.  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters 
ended March 28, 1997, June 27, 1997 and September 26, 1997, filed pursuant to 
Section 13 of the Exchange Act.

   3.  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.

   4.  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.

   5.  The Company's Current Report on Form 8-K filed with the Commission on 
February 9, 1998.

       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.

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

         Footnotes appear at the end of the exhibits list.

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

       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
               with the Secretary of State of the State of Delaware on August
               12, 1992.

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

       4.5(3)  Certificate of Amendment of Restated Certificate of
               Incorporation filed with the Secretary of State of the State
               of Delaware on May 5, 1995, increasing the authorized amount
               of Common Stock of the Company by 45,000,000 shares.

       4.6(4)  Indenture, dated as of September 1, 1995, between the Company 
               and Harris Trust and Savings Bank, as Trustee, with respect to 
               issuance of $172,500,000 of 8.25% Convertible Subordinated 
               Notes due October 1, 2005.

       4.7(4)  Form of 8.25% Convertible Subordinated Notes due October 1,
               2005.

       4.8(5)  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.

       4.9(6)  Amendment No. 1 to First Amended and Restated Rights
               Agreement, dated August 24, 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 6).

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

(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 Quarterly Report on Form 10-Q 
     for the fiscal quarter ended September 26, 1992.
(3)  Incorporated by reference from Exhibits to Registration Statement on 
     Form S-3, Reg. No. 33-60049.
(4)  Incorporated by reference from Exhibits to Quarterly Report on Form 10-Q 
     for the fiscal quarter ended September 29, 1995.
(5)  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.
(6)  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.

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, 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, 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.

  (c)  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 9th day of February , 1998.

                                       VLSI TECHNOLOGY, INC.

                                        By: /s/ Larry L. Grant
                                           --------------------------------
                                           Larry L. Grant
                                           Vice President, General Counsel, 
                                           and Secretary

                            POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Alfred J. Stein and Larry L. Grant, 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,        February 9, 1998
-------------------------     Chief Executive Officer
(Alfred J. Stein)             (Principal Executive 
                              Officer),and Director

/s/ Richard M. Beyer          President, Chief              February 9, 1998
-------------------------     Operating Officer, and
(Richard M. Beyer)            Director

/s/ Balakrishnan S. Iyer      Senior Vice President,        February 9, 1998
-------------------------     Finance and Chief Financial
(Balakrishnan S. Iyer)        Officer (Principal Financial
                              Officer)

/s/ Victor K. Lee             Vice President and            February 9, 1998
-------------------------     Controller (Principal
(Victor K. Lee)               Accounting Officer)

/s/ Pierre S. Bonelli         Director                      February 9, 1998
-------------------------
(Pierre S. Bonelli)

/s/ Robert P. Dilworth        Director                      February 9, 1998
-------------------------
(Robert P. Dilworth)

                              Director                      February __, 1998
-------------------------
(William G. Howard, Jr.)

/s/ Paul R. Low               Director                      February 9, 1998
-------------------------
(Paul R. Low)

/s/ Horace H. Tsiang          Director                      February 9, 1998
-------------------------
(Horace H. Tsiang)