As filed with the Securities and Exchange Commission on September 27, 1996
                                          Registration No. 33-_____

               
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                ______________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                   UNDER
                          THE SECURITIES ACT OF 1933
                              _______________
                          LSI LOGIC CORPORATION
               (Exact name of issuer as specified in its charter)

                  DELAWARE                                   94-2712976
(State of Incorporation)              (I.R.S. Employer Identification No.)

                       1551 McCarthy Boulevard
                     Milpitas, California  95035
               (Address of Principal Executive Offices)

             INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the Plan)
 
                           David E. Sanders
                     Vice President, General Counsel
                          LSI LOGIC CORPORATION
           1551 McCarthy Boulevard, Milpitas, California  95035
                              (408) 433-8000
        (Name, address and telephone number of agent for service)

                   CALCULATION OF REGISTRATION FEE
                                
                                       Proposed     Proposed
Title of                               Maximum      Maximum
Securities            Amount          Offering     Aggregate     Amount of
to be                 to be           Price        Offering     Registration
Registered          Registered       Per Unit*      Price*         Fee
Common Stock    300,000 shares        $24.44     $7,332,000      $2,528.00
                                                     
*Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $24.44 per share, which was the average of
the high and low prices of the Common Stock on the New York Stock Exchange,
Inc. on September 25, 1996.


                             Part II
                   INFORMATION REQUIRED IN THE 
                      REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   There are hereby incorporated by reference in this Registration Statement
 the following documents and information heretofore filed with the Securities
and Exchange Commission:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");

(b)  The Company's definitive proxy statement dated March 29, 1996, in
connection with the Company's Annual Meeting of Stockholders held May 10, 1996
filed pursuant to Section 14 of the 1934 Act;

(c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, filed pursuant to Section 13 of the 1934 Act;

(d)  The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed on August 29, 1989, pursuant to
Section 12(b) of the 1934 Act;

(e)  The description of the Company's Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed on November 21, 1988,
pursuant to Section 12(g) of the 1934 Act.

All documents filed by the Company pursuant to Sections 13(a) and (c), 14 and
15(d) of the 1934 Act on or after the date of this Registration Statement 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 in this
Registration Statement and to be part hereof from the date of filing such
documents.

Item 4.   Description of Securities.
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          Not applicable.

Item 6.   Indemnification of Directors and Officers.

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.  Section 11 of the
Certificate of Incorporation and Article VI of the Bylaws of the Company
provide for indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law.  Persons covered by
these indemnification provisions include current and former directors,
officers, employees and other agents 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 its directors and officers pursuant to
which the Company has agreed to indemnify such individuals and to advance
expenses incurred in defending any action or proceeding to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

 Exhibit
 Number 
3.1  Restated Certificate of Incorporation of the Company filed May 4, 1987
      as amended May 12, 1995. (1)

4.1 International Employee Stock Purchase Plan.

4.2 Stockholder Rights Plan dated November 16, 1988. (2)

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

23.1 Consent of Independent Accountants.

23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1 Power of Attorney (see page 6).
__________________________
(1)  Incorporated by reference to exhibits filed with the Company's
     Registration Statement on Form S-8 (No. 33-59987) which became
     effective on June 2, 1995.

(2) Incorporated by reference to exhibits filed with the Company's Form 8-A
    filed on November 21, 1988.

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 of 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 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.

(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 Delaware General Corporation Law,
the By-Law provisions, Section 11 of the Certificate of Incorporation of
the registrant and the indemnification agreements described above in
Item 6, 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 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 hereunder, 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 of 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

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
LSI Logic Corporation, a corporation organized and existing under the laws of
the State of Delaware, certifies that it has reasonable ground 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 Milpitas, State of
California, on this 26th day of September, 1996.

                                       LSI LOGIC CORPORATION
                                    By:    /s/  Albert A. Pimentel
                                      Albert A. Pimentel
                                     Senior Vice President, Finance and
                                     Chief Financial Officer

                            POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilfred J. Corrigan and Albert A.
Pimentel, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature                    Title                         Date
 /s/ Wilfred J. Corrigan     Chief Executive Officer and   September 26, 1996
 (Wilfred J. Corrigan)       Chairman of the Board of
                             Directors (Principal
                             Executive Officer)
/s/ Albert A. Pimentel       Senior Vice President,        September 26, 1996
 (Albert A. Pimentel)        Finance and Chief Financial
                             Officer (Principal Financial
                             and Accounting Officer)
/s/ T.Z. Chu                 Director                      September 26, 1996
(T.Z. Chu)
/s/ Malcolm R. Currie        Director                      September 26, 1996
 (Malcolm R. Currie)
/s/ James H. Keyes           Director                      September 26, 1996
 (James H. Keyes)
/s/ R. Douglas Norby         Director                      September 26, 1996
 (R. Douglas Norby)

                          EXHIBIT INDEX

Exhibit
Number                 Description

3.1    Restated Certificate of Incorporation of the Company filed May 4,
       1987 as amended May 12, 1995

4.1    International Employee Stock Purchase Plan

5.1    Opinion of Counsel as to legality of securities being registered

23.1   Consent of Independent Accountants

23.2   Consent of Counsel

24.1   Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12053}]
{"company-data": {"conformed-name": "LSI LOGIC CORP", "cik": "0000703360", "assigned-sic": "3674", "irs-number": "942712976", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12887", "film-number": "96636002"}, "business-address": {"street1": "1551 MCCARTHY BLVD", "street2": "MS D 106", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084334039"}, "mail-address": {"street1": "1551 MCCARTHY BLVD", "street2": "MS D 106", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on September 27, 1996
                                          Registration No. 33-_____

               
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                ______________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                   UNDER
                          THE SECURITIES ACT OF 1933
                              _______________
                          LSI LOGIC CORPORATION
               (Exact name of issuer as specified in its charter)

                  DELAWARE                                   94-2712976
(State of Incorporation)              (I.R.S. Employer Identification No.)

                       1551 McCarthy Boulevard
                     Milpitas, California  95035
               (Address of Principal Executive Offices)

             INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the Plan)
 
                           David E. Sanders
                     Vice President, General Counsel
                          LSI LOGIC CORPORATION
           1551 McCarthy Boulevard, Milpitas, California  95035
                              (408) 433-8000
        (Name, address and telephone number of agent for service)

                   CALCULATION OF REGISTRATION FEE
                                
                                       Proposed     Proposed
Title of                               Maximum      Maximum
Securities            Amount          Offering     Aggregate     Amount of
to be                 to be           Price        Offering     Registration
Registered          Registered       Per Unit*      Price*         Fee
Common Stock    300,000 shares        $24.44     $7,332,000      $2,528.00
                                                     
*Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $24.44 per share, which was the average of
the high and low prices of the Common Stock on the New York Stock Exchange,
Inc. on September 25, 1996.

                             Part II
                   INFORMATION REQUIRED IN THE 
                      REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   There are hereby incorporated by reference in this Registration Statement
 the following documents and information heretofore filed with the Securities
and Exchange Commission:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");

(b)  The Company's definitive proxy statement dated March 29, 1996, in
connection with the Company's Annual Meeting of Stockholders held May 10, 1996
filed pursuant to Section 14 of the 1934 Act;

(c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, filed pursuant to Section 13 of the 1934 Act;

(d)  The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed on August 29, 1989, pursuant to
Section 12(b) of the 1934 Act;

(e)  The description of the Company's Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed on November 21, 1988,
pursuant to Section 12(g) of the 1934 Act.

All documents filed by the Company pursuant to Sections 13(a) and (c), 14 and
15(d) of the 1934 Act on or after the date of this Registration Statement 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 in this
Registration Statement and to be part hereof from the date of filing such
documents.

Item 4.   Description of Securities.
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          Not applicable.

Item 6.   Indemnification of Directors and Officers.

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.  Section 11 of the
Certificate of Incorporation and Article VI of the Bylaws of the Company
provide for indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law.  Persons covered by
these indemnification provisions include current and former directors,
officers, employees and other agents 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 its directors and officers pursuant to
which the Company has agreed to indemnify such individuals and to advance
expenses incurred in defending any action or proceeding to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

 Exhibit
 Number 
3.1  Restated Certificate of Incorporation of the Company filed May 4, 1987
      as amended May 12, 1995. (1)

4.1 International Employee Stock Purchase Plan.

4.2 Stockholder Rights Plan dated November 16, 1988. (2)

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

23.1 Consent of Independent Accountants.

23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1 Power of Attorney (see page 6).
__________________________
(1)  Incorporated by reference to exhibits filed with the Company's
     Registration Statement on Form S-8 (No. 33-59987) which became
     effective on June 2, 1995.

(2) Incorporated by reference to exhibits filed with the Company's Form 8-A
    filed on November 21, 1988.

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 of 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 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.

(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 Delaware General Corporation Law,
the By-Law provisions, Section 11 of the Certificate of Incorporation of
the registrant and the indemnification agreements described above in
Item 6, 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 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 hereunder, 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 of 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

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
LSI Logic Corporation, a corporation organized and existing under the laws of
the State of Delaware, certifies that it has reasonable ground 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 Milpitas, State of
California, on this 26th day of September, 1996.

                                       LSI LOGIC CORPORATION
                                    By:    /s/  Albert A. Pimentel
                                      Albert A. Pimentel
                                     Senior Vice President, Finance and
                                     Chief Financial Officer

                            POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilfred J. Corrigan and Albert A.
Pimentel, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature                    Title                         Date
 /s/ Wilfred J. Corrigan     Chief Executive Officer and   September 26, 1996
 (Wilfred J. Corrigan)       Chairman of the Board of
                             Directors (Principal
                             Executive Officer)
/s/ Albert A. Pimentel       Senior Vice President,        September 26, 1996
 (Albert A. Pimentel)        Finance and Chief Financial
                             Officer (Principal Financial
                             and Accounting Officer)
/s/ T.Z. Chu                 Director                      September 26, 1996
(T.Z. Chu)
/s/ Malcolm R. Currie        Director                      September 26, 1996
 (Malcolm R. Currie)
/s/ James H. Keyes           Director                      September 26, 1996
 (James H. Keyes)
/s/ R. Douglas Norby         Director                      September 26, 1996
 (R. Douglas Norby)

                          EXHIBIT INDEX

Exhibit
Number                 Description

3.1    Restated Certificate of Incorporation of the Company filed May 4,
       1987 as amended May 12, 1995

4.1    International Employee Stock Purchase Plan

5.1    Opinion of Counsel as to legality of securities being registered

23.1   Consent of Independent Accountants

23.2   Consent of Counsel

24.1   Power of Attorney