As filed with the Securities and Exchange Commission on September
27, 1994
                                    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)

                        1991 EQUITY INCENTIVE 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
_________________________________________________________________
Title of                Proposed           Proposed
Securities    Amount    Maximum            Maximum       Amount of
to be         to be   Offering Price       Aggregate   Registration
Registered  Registered   Per Unit*     Offering Price*     Fee
_________________________________________________________________
Common
Stock    1,000,000 shares  $33.75       $33,750,000    $11,637.00
_________________________________________________________________
*Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $33.75 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 22, 1994.


                                  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 January 2, 1994, 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
25, 1994, in connection with the Company's Annual Meeting of
Stockholders held May 6, 1994 filed pursuant to Section 14, of
the 1934 Act;

     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1994 filed pursuant to Section 13 of the
1934 Act;

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1994 filed pursuant to Section 13 of the
1934 Act;

     (e)  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;

     (f)  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(1)         Restated Certificate of Incorporation of the       
               Company filed May 4, 1987.
4.1            1991 Equity Incentive Plan
4.2(2)         Stockholder Rights Plan dated November 16, 1988.
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 Quarterly Report on Form 10-Q for the quarter ended
June 26, 1988.
(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, 1994.


                            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              

/s/ Wilfred J. Corrigan    Chief Executive     September 26, 1994
________________________   Officer and
 (Wilfred J. Corrigan)     Chairman of the
                           Board of Directors
                           (Principal Executive
                           Officer)

/s/ Albert A. Pimentel     Senior Vice         September 26, 1994 
________________________   President, Finance
(Albert A. Pimentel)       and Chief Financial
                           Officer (Principal
                           Financial and
                           Accounting Officer)

/s/ T.Z. Chu               Director            September 26, 1994
________________________
 (T.Z. Chu)

/s/ Malcolm R. Currie      Director            September 26, 1994
________________________   
 (Malcolm R. Currie)

/s/ James H. Keyes         Director            September 26, 1994
________________________    
 (James H. Keyes)

/s/ R. Douglas Norby       Director            September 26, 1994
________________________
 (R. Douglas Norby)





                               EXHIBIT INDEX



Exhibit Number      Description

4.1                1991 Equity Incentive 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": 12510}]
{"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": "033-55633", "film-number": "94550409"}, "business-address": {"street1": "1551 MCCARTHY BLVD", "street2": "MS D-106", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "408-433-8000"}, "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, 1994
                                    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)

                        1991 EQUITY INCENTIVE 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
_________________________________________________________________
Title of                Proposed           Proposed
Securities    Amount    Maximum            Maximum       Amount of
to be         to be   Offering Price       Aggregate   Registration
Registered  Registered   Per Unit*     Offering Price*     Fee
_________________________________________________________________
Common
Stock    1,000,000 shares  $33.75       $33,750,000    $11,637.00
_________________________________________________________________
*Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $33.75 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 22, 1994.

                                  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 January 2, 1994, 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
25, 1994, in connection with the Company's Annual Meeting of
Stockholders held May 6, 1994 filed pursuant to Section 14, of
the 1934 Act;

     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1994 filed pursuant to Section 13 of the
1934 Act;

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1994 filed pursuant to Section 13 of the
1934 Act;

     (e)  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;

     (f)  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(1)         Restated Certificate of Incorporation of the       
               Company filed May 4, 1987.
4.1            1991 Equity Incentive Plan
4.2(2)         Stockholder Rights Plan dated November 16, 1988.
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 Quarterly Report on Form 10-Q for the quarter ended
June 26, 1988.
(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, 1994.

                            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              

/s/ Wilfred J. Corrigan    Chief Executive     September 26, 1994
________________________   Officer and
 (Wilfred J. Corrigan)     Chairman of the
                           Board of Directors
                           (Principal Executive
                           Officer)

/s/ Albert A. Pimentel     Senior Vice         September 26, 1994 
________________________   President, Finance
(Albert A. Pimentel)       and Chief Financial
                           Officer (Principal
                           Financial and
                           Accounting Officer)

/s/ T.Z. Chu               Director            September 26, 1994
________________________
 (T.Z. Chu)

/s/ Malcolm R. Currie      Director            September 26, 1994
________________________   
 (Malcolm R. Currie)

/s/ James H. Keyes         Director            September 26, 1994
________________________    
 (James H. Keyes)

/s/ R. Douglas Norby       Director            September 26, 1994
________________________
 (R. Douglas Norby)

                               EXHIBIT INDEX

Exhibit Number      Description

4.1                1991 Equity Incentive 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