As filed with the Securities and Exchange Commission on August  , 1997 
 Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         The Securities Act of 1933


                         LOGIC DEVICES INCORPORATED
              (Exact name of Company as specified in its charter)

                  CALIFORNIA                          94-2893789
     (State or other jurisdiction of incor-        (I.R.S. Employer
           poration or organization)             Identification No.)


                             1320 ORLEANS DRIVE
                        SUNNYVALE, CALIFORNIA 94089
                  (Address of principal executive offices)


                         LOGIC DEVICES INCORPORATED
                         1996 STOCK INCENTIVE PLAN
                          (Full title of the plan)


                         William J. Volz, President
                         Logic Devices Incorporated
                             1320 Orleans Drive
                        Sunnyvale, California 94089
                    (Name and address of agent for service)

                                 (408) 542-5400
         (Telephone number, including area code, of agent for service)

                                WITH COPIES TO:

                             DAVID R. SELMER, ESQ.
                BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
                       333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS 60606
                                 (312) 984-3100

                        CALCULATION OF REGISTRATION FEE

                                  Proposed       Proposed
 Title of                         Maximum        Maximum
 Securities                       Offering       Aggregate      Amount of
 to be             Amount to be   Price          Offering       Registration
 Registered        Register(1)    per Share(2)   Price(1)(2)    Fee(2)

 Common Stock,
  no par value       600,000      $ 2 1/16       $ 2 1/16       $ 375.00

 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also registers such
     indeterminate number of additional shares as may be issuable under the 
     Logic Devices Incorporated 1996 Stock Incentive Plan (the "Plan") in 
     connection with share splits, share dividends or similar transactions.

 (2) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the 
     bid and asked prices for the Company's common stock as reported within 
     five business days prior to the date of this filing.

<PAGE>
                                 PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


      The  document(s) containing the information specified in Part I of
 Form S-8 will  be  sent  or  given to participants in the Logic Devices
 Incorporated 1996 Stock Incentive  Plan  (the  "Plan")  as specified by
 Rule  428(b)(1) promulgated by the Securities and Exchange  Commission
 (the "Commission")  under  the  Securities Act of 1933, as amended (the
 "Securities Act").

      Such document(s) are not being  filed  with  the  Commission,  but
 constitute (along with the documents incorporated by reference into the
 Registration  Statement  pursuant  to  Item  3  of  Part  II hereof) a
 prospectus that meets the requirements of Section 10(a) of the Act.

                                   I-1
<PAGE>

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The  following  documents  previously  or concurrently filed  by
 Logic  Devices Incorporated (the "Company") with  the  Commission  are
 hereby incorporated by reference into this Registration Statement:

        (a)   The  Company's  Annual  Report  on Form 10-K (the
              "Annual Report") filed by the Company  (SEC  File
              No. 0-17187) under the Securities Exchange Act of
              1934,  as  amended (the "Exchange Act"), with the
              Commission on April 15, 1997.

        (b)   The Company's  Amendment  to the Annual Report on
              Form  10-K/A  (the  "Amendment   to   the  Annual
              Report")  filed by the Company (SEC File  No.  0-
              17187)  under   the   Exchange   Act,   with  the
              Commission on April 29, 1997.

        (c)   All other reports filed pursuant to Section 13(a)
              or 15(d) of the Exchange Act since the end of the
              fiscal year covered by the Annual Report referred
              to in (a) above.

        All  documents  subsequently  filed  by  the  Company  with  the
 Commission  pursuant  to  Section  13(a), 13(c), 14, or 15(d)  of  the
 Exchange Act, prior to the filing of  a  post-effective amendment which
 indicates that all securities offered hereby  have  been  sold or which
 deregisters  all  securities  then  remaining unsold, shall be  deemed
 incorporated by reference into this Registration  Statement and to be a
 part  thereof  from  the  date  of the filing of such documents.   Any
 statement contained in the documents  incorporated,  or  deemed  to  be
 incorporated,  by  reference  herein  or therein shall be deemed to be
 modified or superseded for purposes of this  Registration Statement and
 the prospectus which is a part hereof (the "Prospectus")  to the extent
 that  a  statement  contained  herein  or  therein  or  in  any  other
 subsequently  filed  document  which  also  is,  or  is  deemed to be,
 incorporated by reference herein or therein modifies or supersedes such
 statement.  Any such statement so modified or superseded shall  not  be
 deemed,  except  as so modified or superseded, to constitute a part of
 this Registration Statement and the Prospectus.

 ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's  Restated  Articles  of  Incorporation  and Bylaws
 require the Company to indemnify officers and directors of the  Company
 to  the full extent permitted by Section 317 of the California General
 Corporation  Law,  as  amended.   Section 317 of the California General
 Corporation Law, as amended, makes  provisions  for the indemnification
 of officers, directors and other corporate agents in terms sufficiently
 broad  to  indemnify  such  persons, under certain circumstances,  for
 liabilities (including reimbursement  of  expenses  incurred)  arising
 under the Securities Act.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.
                                 II-1
<PAGE>

 ITEM 8.  EXHIBITS.

        See  the  Exhibit  Index  following  the  signature page in this
 Registration Statement, which Exhibit Index is incorporated  herein  by
 reference.

 ITEM 9.  UNDERTAKINGS.

 (a)    The undersigned Company hereby undertakes:

            (1)   To  file,  during  any period in which offers or sales
 are  being  made,  a  post-effective  amendment  to  the  Registration
 Statement to:  (i) include any prospectus  required by Section 10(a)(3)
 of  the Securities Act; (ii) reflect in the prospectus  any  facts  or
 events  arising  after the effective date of the Registration Statement
 which, individually or in the aggregate, represent a fundamental change
 in the information  set  forth in the Registration Statement; and (iii)
 include  any  material  information   with  respect  to  the  plan  of
 distribution not previously disclosed in  the Registration Statement or
 any material change to such information in  the Registration Statement,
 provided however, that provisions (i) and (ii)  of this undertaking are
 inapplicable if the information to be filed thereunder  is contained in
 periodic reports filed by the Company pursuant to Sections  13 or 15(d)
 of the Exchange Act and incorporated by reference into 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 Company hereby undertakes that, for purposes  of
 determining any liability under the Securities Act, each filing of the
 Company'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 may be permitted to directors,  officers and controlling
 persons  of  the  Company  pursuant  to  the foregoing  provision,  or
 otherwise, the Company has been advised that  in  the  opinion  of  the
 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  Company of expenses
 incurred or paid by a director, officer or controlling  person  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.

                                  II-2

<PAGE>
                               SIGNATURES

 THE COMPANY. Pursuant to the requirements of the  Securities  Act,  the
 Company  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 Sunnyvale, State
 of California, on July 31, 1997.

                                          LOGIC DEVICES INCORPORATED

                                          By: /S/ WILLIAM J. VOLZ
                                              William J. Volz
                                              President 

                                          By: /S/ TODD J. ASHFORD
                                              Todd J. Ashford
                                              Chief Financial Officer
                                              and Secretary

                            POWER OF ATTORNEY

        Know all men by these presents, that each person whose signature
 appears  below  constitutes  and  appoints  William J. Volz and Todd J.
 Ashford,  and each of them, his true and lawful  attorney-in-fact  and
 agent, each  with  full  power of substitution and re-substitution, for
 them and in their name, place  and  stead, in any and all capacities to
 sign any or all amendments (including  post-effective  amendments)  to
 this  Registration  Statement,  and to file the same, with all exhibits
 thereto,  and  other  documents  in  connection  therewith,  with  the
 Securities and Exchange Commission, granting unto said attorney-in-fact
 and agent full power and authority to do and perform each and every act
 and thing requisite and necessary to be done in and about the premises,
 as fully to all intents and purposes as  they  might  or  could  do  in
 person, hereby ratifying and confirming all that said attorney-in-fact
 and  agent,  or  any  of  them,  or  his substitute or substitutes, may
 lawfully do or cause to be done by virtue hereof.

        Pursuant  to  the  requirements  of  the  Securities  Act,  this
 Registration Statement has been signed by each of the following persons
 in the capacities indicated on the dates  indicated  below  on July 31,
 1997.


 SIGNATURE                       TITLE
 /S/ WILLIAM J. VOLZ             President and Director (Principal  Executive
 William J. Volz                 Officer)

 /S/ TODD J. ASHFORD             Chief Financial Officer and Secretary
                                 (Principal Financial and Accounting
 Todd J. Ashford                 Officer)

 /S/ HOWARD L. FARKAS            Chairman of the Board
 Howard L. Farkas

 /S/ BURTON W. KANTER            Director
 Burton w. Kanter

 /S/ ALBERT MORRISON, JR.        Director
 Albert Morrison, Jr.

 /S/ BRUCE B. LUSIGNAN           Director
 Bruce B. Lusignan

                                   II-3
<PAGE>

                       LOGIC DEVICES INCORPORATED

                              EXHIBIT INDEX
                                   TO
                     FORM S-8 REGISTRATION STATEMENT

 Exhibit                    Incorporated                    Filed        Page
 No.   Description          Herein by Reference To          Herewith     No.
                                           
 4.1   Company's Common     (incorporated by reference to
       Stock                Exhibit 3.1 of a Registration
                            Statement on Form S-18 as filed
                            with SEC on August 23, 1988,
                            SEC File No. 33-23763-LA)

 5.1   Opinion of Barack
       Ferrazzano Kirschbaum                                   X         II-5
       Perlman & Nagelberg

23.1   Consent of Meredith,
       Cardozo and Lanz LLP                                    X         II-6

24.1   Power of Attorney                                    Included on
                                                            Signature
                                                            Page to the
                                                            Registration
                                                            Statement
99.1   Logic Devices 
       Incorporated
       1996 Stock Incentive Plan                               X         II-7

                                    II-4      
<PAGE>

 EXHIBIT 5.1
                               July 17, 1997


 Logic Devices Incorporated
 1320 Orleans Drive
 Sunnyvale, California 94089

 Ladies and Gentlemen:

     We  have acted as counsel to Logic Devices Incorporated
 (the "Corporation") in connection with the preparation of a
 Registration  Statement  on  Form  S-8  (the  "Registration
 Statement") to be filed on or about July 31, 1997  with the
 Securities and Exchange Commission under the Securities Act
 of 1933, as amended (the "Securities Act"), with respect to
 600,000 shares (the "Securities") of common stock, no  par
 value,  of  the  Corporation  which may be issued after the
 effectiveness of the Registration  Statement  from  time to
 time pursuant to the Logic Devices Incorporated 1996  Stock
 Incentive Plan (the "Plan").

     We   have  examined  the  Plan  and  the  originals  or
 photostatic  or  certified  copies  of  such records of the
 Corporation, certificates of officers of  the  Corporation
 and of public officials and such other documents as we have
 deemed  relevant and necessary as the basis for the opinion
 set forth  below.  In such examination, we have assumed the
 genuineness  of  all  signatures,  the  authenticity of all
 documents submitted to us as originals, the  conformity  to
 original  documents  of  all  documents submitted to us as
 photostatic or certified copies and the authenticity of the
 originals of such copies.  We have  also  made inquiries of
 officers  and  employees  of the Corporation and  of  such
 others as deemed necessary for purposes of this opinion.

     Based upon our examination  and  inquiries  referred to
 above and subject to the assumptions stated, we are  of the
 opinion  that when options to purchase the Securities have
 been duly authorized  by the administrators of the Plan and
 the  board  of directors  of  the  Corporation,  and  duly
 executed,  authenticated,  issued  and  delivered  by  the
 Corporation,  when the Registration Statement, as it may be
 amended, has become  effective  under  the  Securities Act,
 when there has been compliance with applicable  securities
 or  blue  sky  laws  of various jurisdictions, and when the
 Securities   authorized    have   been   duly   executed,
 authenticated,  issued  and  delivered   against   payment
 therefor in accordance with the terms of the Plan, with the
 terms of the particular options being exercised, and  with
 the   administrative   procedures  duly  required  by  the
 administrators of the Plan, then subject to the final terms
 of the Securities being in  compliance with then applicable
 law, the Securities will be legally  issued, fully paid and
 non-assessable.

     While   we   have   reviewed  the  California   General
 Corporation Law, we call  your  attention  to the fact that
 our firm only requires lawyers to be qualified  to practice
 law  in  the  State  of  Illinois  and,  in  rendering the
 foregoing opinion, we assume such statute will be construed
 and  interpreted  in a fashion comparable to that  of  the
 Illinois Business Corporation Act.

     We consent to the filing of this opinion as Exhibit 5.1
 to the Registration Statement.

                              Very truly yours,



                              BARACK FERRAZZANO KIRSCHBAUM
                              PERLMAN & NAGELBERG

                               II-5
<PAGE>
                                                Exhibit 23.1

             CONSENT OF INDEPENDENT ACCOUNTANTS


     We  consent  to  the  inclusion  in  this  Registration
 Statement on Form S-8,  of  our report dated April 2, 1997,
 on our audit of the consolidated  balance  sheets  of Logic
 Devices  Incorporated as of December 31, 1996 and 1995 and
 the related consolidated statements of income and cash flows 
 and related schedules for each of the years on the three-year
 period ended December 31, 1996, which appears in the December 
 31, 1996 annual report on Form 10-K of Logic Devices Incorporated.

                                   Meredith,  Cardozo & Lanz
                                   LLP



 San Jose, California
 July 31, 1997

                                 II-6
<PAGE>

                      LOGIC DEVICES INCORPORATED
                      1996 STOCK INCENTIVE PLAN

     1.   PURPOSE OF THE PLAN

     The  LOGIC  DEVICES  INCORPORATED 1996 STOCK  INCENTIVE
 PLAN (hereinafter referred to as the "Plan") is intended to
 provide a means whereby key  individuals providing services
 to Logic Devices Incorporated  (hereinafter  referred to as
 the "Company") and its related corporations may  sustain  a
 sense  of  proprietorship  and personal involvement in the
 continued development and financial success of the Company,
 and to encourage them to remain  with and devote their best
 efforts to the business of the Company,  thereby  advancing
 the  interests  of  the  Company  and  its  shareholders.
 Accordingly,  directors,  officers,  employees and advisors
 will be eligible to acquire common stock  of  the  Company
 (hereinafter   referred   to  as  "Shares")  or  otherwise
 participate in the financial success of the Company, on the
 terms and conditions established  herein.   For purposes of
 the  Plan,  a  corporation  shall  be  deemed  a  related
 corporation  to  the Company if such corporation would be a
 parent  or subsidiary  corporation  with  respect  to  the
 Company as  defined in Section 424(e) or (f), respectively,
 of  the  Internal   Revenue   Code  of  1986,  as  amended
 (hereinafter referred to as the "Code").

     2.   ADMINISTRATION OF THE PLAN

     The Plan shall be administered  by  the  Logic  Devices
 Incorporated  1996  Stock  Incentive  Plan  Administrative
 Committee  (hereinafter  referred  to  as the "Committee")
 which shall be comprised solely of two (2)  or  more  non-
 employee  directors  appointed by the Board of Directors of
 the Company (hereinafter  referred  to  as the "Board").  A
 non-employee director is any member of the  Board who:  (i)
 is  not currently an officer of the Company or  a  related
 corporation;   (ii)  does  not  receive  compensation  for
 services rendered  to  the Company or a related corporation
 in any capacity other than  as  a  director; (iii) does not
 possess an interest in any transaction with the Company for
 which  disclosure would be required under  the  securities
 laws; or  (iv)  is  not  engaged in a business relationship
 with the Company for which  disclosure  would  be  required
 under the securities laws.  The Committee shall have  sole
 authority  to  select  the  individuals  from  among  those
 eligible  to  whom awards shall be made under the Plan, to
 establish the amount of such award for each such individual
 and the time when  certificates for Shares shall be issued,
 and  to  prescribe  the   legend  to  be  affixed  to  the
 certificate.  The Committee is authorized, subject to Board
 approval, to interpret the Plan  and  may from time to time
 adopt such rules, regulations, forms and  agreements,  not
 inconsistent  with  the  provisions  of the Plan, as it may
 deem advisable to carry out the Plan.   All  decisions made
 by the Committee in administering the Plan shall be subject
 to Board review.

                                 1
<PAGE> 


     3.   SHARES SUBJECT TO THE PLAN

     The aggregate number of Shares that may be  awarded  to
 individuals  under  the Plan shall be 600,000 Shares.  Any
 Shares that remain unissued  at the termination of the Plan
 shall  cease  to  be  subject  to  the   Plan,  but  until
 termination of the Plan, the Company shall  at  all  times
 make  available  sufficient Shares to meet the requirements
 of the Plan.
     4.   STOCK OPTIONS

     a.   Type of Options.   The  Company  may issue options
 that   constitute  Incentive  Stock  Options  ("Incentive
 Options") under Section 422 of the Code and options that do
 not constitute  Incentive  Options ("Nonqualified Options")
 to individuals under the Plan.   The  grant  of each option
 shall be confirmed by a stock option agreement  that  shall
 be  executed  by  the  Company and the optionee as soon as
 practicable after such grant.   The  stock option agreement
 shall  expressly  state  or incorporate by  reference  the
 provisions of the Plan and  state  whether the option is an
 Incentive Option or Nonqualified Option.

     b.   TERMS   OF   OPTIONS.   Except  as   provided   in
 subparagraphs (c) and (d)  below, each option granted under
 the Plan shall be subject to  the  terms and conditions set
 forth  by  the  Committee  in the stock  option  agreement
 including, but not limited to,  option  price,  vesting and
 option term.

     c.   ADDITIONAL TERMS APPLICABLE TO ALL OPTIONS.   Each
 option  shall  be  subject  to  the  following  terms  and
 conditions:

          (i)  WRITTEN  NOTICE.   An option may be exercised
               only by giving written  notice to the Company
               specifying  the  number  of   Shares   to  be
               purchased.

          (ii) METHOD  OF  EXERCISE.   The  aggregate option
               price   may,   subject   to  the  terms   and
               conditions set forth by the  Committee in the
               stock option agreement, be paid in any one or
               a   combination  of  cash,  personal   check,
               personal  note,  Shares already owned or Plan
               awards which the optionee  has  an  immediate
               right to exercise.

          (iii)   DEATH   OF   OPTIONEE.    If  an  optionee
               terminates employment due to death  prior  to
               exercise  in  full of any options, his or her
               successor shall  have  the  right to exercise
                                   2
<PAGE>
               the options within a period of  two (2) years
               after  the  date of such termination  to  the
               extent that the  right was exercisable at the
               date of such termination,  or subject to such
               other  terms  as  may  be determined  by  the
               Committee.

          (iv) TRANSFERABILITY.   No  option  may  be  sold,
               transferred,  assigned or  encumbered  by  an
               optionee, except:  (i) by will or the laws of
               descent and distribution;  (ii) pursuant to a
               certified domestic relations  order; (iii) to
               any trust maintained solely for  the  benefit
               of an optionee; (iv) to the legal guardian of
               an  optionee,  in  the  event  of  the mental
               incapacity  of  such optionee; or (v)  to  an
               optionee's  "Family  Group"  (as  hereinafter
               defined).  For purposes of this subparagraph,
               the  term "Family  Group"  shall  mean,  with
               respect to any optionee who is an individual:
               (a)  the   spouse,   parents,   siblings   or
               descendants  of  such  optionee, in each such
               case, if applicable, whether  natural  or  by
               adoption;  (b) the parents, siblings, spouses
               or descendants  of  any of the parties listed
               in clause (a) hereof,  in  each such case, if
               applicable, whether natural  or  adopted; (c)
               any trust established for the benefit  of any
               of  the persons identified in clauses (a)  or
               (b)   hereof;    (d)   any   corporation   or
               partnership, the principal  equity  owners of
               which are, directly or indirectly, either (x)
               persons  or  entities  identified  in clauses
               (a),   (b)   or  (c)  hereof,  or  (y)  other
               corporations or  partnerships  satisfying the
               requirements of clauses (a), (b),  (c) hereof
               or this clause (d).

     d.   ADDITIONAL TERMS APPLICABLE TO INCENTIVE  OPTIONS.
 Each  Incentive  Option  shall be subject to the following
 terms and conditions:

          (i)  OPTION PRICE.   The  option  price  per Share
               shall  be  not  less than one hundred percent
               (100%) of the fair market value of such Share
               on   the   date   the  option   is   granted.
               Notwithstanding the  preceding  sentence, the
               option   price   per  Share  granted  to   an
               individual who, at  the  time  such option is
               granted, owns stock possessing more  than ten
               percent  (10%)  of  the total combined voting
               power of all classes  of stock of the Company
               or related corporation  (hereinafter referred
               to as a "10% Stockholder")  shall not be less
               than  one hundred and ten percent  (110%)  of
               the fair market value.

          (ii) TERM OF  OPTION.   No option may be exercised
               more than ten (10) years  after  the  date of
                                   3
<PAGE>
               grant.     Notwithstanding    the   preceding
               sentence,   no  option  granted  to   a   10%
               Stockholder may  be  exercised more than five
               (5) years after the date of grant.  No option
               may be exercised more  than  three (3) months
               after the optionee terminates employment with
               the  Company  or related corporation;  except
               that, if the optionee  terminates  employment
               due  to  his  or  her disability (within  the
               meaning of Section 22(e)(3) of the Code), the
               Committee may extend  such  three  (3)  month
               period  for  up  to  an  additional  nine (9)
               months.

          (iii) ANNUAL EXERCISE LIMIT.  The aggregate  value
               of  Shares which may first become exercisable
               during  any  calendar  year  shall not exceed
               $100,000.   For  purposes  of  the  preceding
               sentence, the fair market value of each Share
               shall  be determined on the date  the  option
               with respect to such Share is granted.

          (iv) TRANSFERABILITY.     No    option    may   be
               transferred,  assigned  or  encumbered by  an
               optionee,  except  by  will  or the  laws  of
               descent  and  distribution,  and  during  the
               optionee's  lifetime an option  may  only  be
               exercised by him or her.

     5.   RESTRICTED STOCK AWARDS

     a.   Grants.  Restricted  Stock  Awards  ("RSAs") under
 the Plan shall be in the form of Shares, restricted  as  to
 transfer and subject to forfeiture, and shall be evidenced
 by  restricted stock agreements in such form and consistent
 with  this Plan as the Committee shall approve from time to
 time.

     b.   RESTRICTION  PERIOD.   RSAs awarded under the Plan
 shall   be   subject  to  such  terms,  conditions,   and
 restrictions, including  without  limitation:  prohibitions
 against  transfer;  substantial  risks   of   forfeiture;
 attainment  of  performance  objectives;  repurchase by the
 Company  or  right  of  first refusal for such  period  or
 periods as shall be determined by the Committee at the time
 of grant.  The Committee shall have the power to permit, in
 its discretion, an acceleration  of  the  expiration of the
 applicable restriction period with respect  to  any part or
 all of the RSAs awarded to a grantee.

     c.   RESTRICTIONS UPON TRANSFER.  RSAs awarded, and the
 right  to  vote underlying Shares and to receive dividends
 thereon, may not be sold, assigned, transferred, exchanged,
 pledged, hypothecated,  or  otherwise encumbered during the
 restriction period applicable  to  such Shares, except: (i)
 by will or the laws of descent and distribution;  (ii)  by
                                4
<PAGE>
 gifting  for the benefit of descendants for estate planning
 purposes;  or  (iii)  pursuant  to  a  certified  domestic
 relations  order.   Subject to the foregoing, and except as
 otherwise provided in  the Plan, the grantee shall have all
 the  other  rights  of a stockholder  including,  but  not
 limited to, the right to receive dividends and the right to
 vote such Shares.

     d.   CERTIFICATES.   Each certificate issued in respect
 of RSAs awarded to a grantee  shall  be  deposited with the
 Company,  or  its  designee, and shall bear the  following
 legend:

     "This  certificate   and  the  shares  represented
     hereby are subject to  the  terms  and  conditions
     (including  forfeiture  and  restrictions  against
     transfer)   contained   in   the   Logic   Devices
     Incorporated  1996  Stock  Incentive  Plan  and an
     Agreement  entered  into  by the registered owner.
     Release from such terms and  conditions  shall  be
     obtained only in accordance with the provisions of
     the Plan and Agreement, a copy of each of which is
     on  file  in  the  office of the Secretary of said
     Company."

     e.   LAPSE  OF  RESTRICTIONS.    The   Agreement  shall
 specify   the   terms  and  conditions  upon  which   any
 restrictions upon Shares  awarded  under  the  Plan  shall
 lapse,  as  determined by the Committee.  Upon the lapse of
 such  restrictions,   Shares,   free   of   the  foregoing
 restrictive legend, shall be issued to the grantee  or  his
 or her legal representative.

     f.   TERMINATION  PRIOR  TO  LAPSE OF RESTRICTIONS.  In
 the event of a grantee's termination of employment prior to
 the lapse of restrictions applicable to any RSAs awarded to
 such grantee, all Shares as to which  there  still  remain
 restrictions  shall  be  forfeited  by such grantee without
 payment of any consideration to the grantee,  and  neither
 the grantee nor any successors, heirs, assigns, or personal
 representatives  of  such grantee shall thereafter have any
 further rights or interest in such Shares or certificates.

     6.   STOCK APPRECIATION RIGHTS

     a.   Grants.  Stock  Appreciation  Rights  ("SARs") are
 rights  entitling  the  grantee to receive cash or  Shares
 having a fair market value  equal  to  the  appreciation in
 market value of a stated number of Shares from  the date of
 grant  to  the date of exercise, or in the case of  rights
 granted in tandem with or by reference to an option granted
 prior to the  grant  of such rights, from the date of grant
 of the related option to the date of exercise, which may be
 granted to such eligible  directors, employees and advisers
 as may be selected by the Committee.
                               5
<PAGE>

     b.   TERMS OF GRANT.  SARs  may  be  granted  in tandem
 with or with reference to a related option, in which  event
 the grantee may elect to exercise either the option or  the
 SAR,  but  not  both,  as to the same Share subject to the
 option and the SAR, or the SAR may be granted independently
 of a related option.  In  the  event  of  a  grant  with  a
 related  option, the SAR shall be subject to the terms and
 conditions  of  the  related  option.   In  the event of an
 independent grant, the SAR shall be subject to  the  terms
 and conditions determined by the Committee.  SARs shall not
 be  transferred,  assigned  or encumbered, except that SARs
 may be exercised by the executor, administrator or personal
 representative of the deceased grantee within two (2) years
 of the death of the grantee and  transferred  pursuant to a
 certified domestic relations order.

     c.   PAYMENT UPON EXERCISE.  Upon exercise  of  an SAR,
 the  grantee  shall  be  paid  the excess of the then fair
 market  value of the number of Shares  to  which  the  SAR
 relates over the fair market value of such number of Shares
 at the date  of  grant of the SAR or of the related option,
 as the case may be.   Such  excess shall be paid in cash or
 in Shares having a fair market  value  equal to such excess
 or  in  such  combination  thereof as the Committee  shall
 determine.

     7.   FAIR MARKET VALUE

     For purposes of the Plan,  fair market value of a Share
 shall mean the last reported transaction  price reported on
 the exchange or market where traded.

     8.   AMENDMENT OR TERMINATION OF THE PLAN

     The Board may amend, suspend or terminate  the  Plan or
 any portion thereof at any time, but (except as provided in
 paragraph  3  hereof)  no  amendment shall be made without
 approval of the shareholders of the Company which shall (i)
 materially increase the aggregate  number  of  Shares  with
 respect to which awards may be made under the Plan, or (ii)
 change the class of persons eligible to participate in the
 Plan; provided, however, that no such amendment, suspension
 or  termination  shall impair the rights of any individual,
 without his or her  consent,  in any award theretofore made
 pursuant to the Plan.

     9.   TERM OF PLAN

     The  Plan  shall be effective  upon  the  date  of  its
 adoption by the  Board, subject to the approval of the Plan
 by a majority of the stockholders within twelve (12) months
                                6
<PAGE>
 before  or after the  date  of  adoption.   Unless  sooner
 terminated  under  the  provisions of paragraph 8, options,
 SARs and RSAs shall not be awarded under the Plan after the
 expiration of ten (10) years from the effective date of the
 Plan.

     10.  DELIVERY AND REGISTRATION OF STOCK

     The Company's obligation to deliver Shares with respect
 to  an  award  shall, if the  Committee  so  requests,  be
 conditioned upon  the receipt of a representation as to the
 investment intention  of the individual to whom such Shares
 are to be delivered, in  such  form  as the Committee shall
 determine to be necessary or advisable  to  comply with the
 provisions  of  the  Securities  Act of 1933 or any  other
 federal,  state  or  local  securities   legislation   or
 regulation.   It  may  be  provided that any representation
 requirement shall become inoperative upon a registration of
 the Shares or other action eliminating  the  necessity  of
 such representation under applicable securities legislation
 or  regulation.   The  Company  shall  not  be  required to
 deliver  any  Shares  under  the  Plan  prior  to  (i) the
 admission  of such Shares to listing on any stock exchange
 or automated  quotation  system on which Shares may then be
 listed, and (ii) the completion  of  such  registration  or
 other  qualification  of  such  Shares  under any state or
 federal  law,  rule or regulation, as the Committee  shall
 determine to be necessary or advisable.

     This Plan is  intended  to comply with Rule 16b-3.  Any
 provision of the Plan which is  inconsistent with said rule
 shall, to the extent of such inconsistency,  be inoperative
 and  shall  not  affect  the  validity  of  the  remaining
 provisions of the Plan.

     11.  RIGHTS AS SHAREHOLDER

     Upon delivery of any Share to an individual, such  individual  shall
 have all of the rights of a shareholder of the Company with respect  to
 such  Share,  including  the right to vote such Share and to receive all
 dividends or other distributions paid with respect to such Share.

     12.  MERGER OR CONSOLIDATION

     In the event the Company  is  merged  or  consolidated  with another
 corporation  and  the  Company  is  not the surviving corporation,  the
 surviving corporation may exchange options  and  SARs  issued under this
 Plan  for  options and SARs (with the same aggregate option  price)  to
 acquire and participate  in  that  number  of  shares  in  the surviving
 corporation that have a fair market value equal to the fair market value
 (determined on the date of such merger or consolidation) of  Shares that
                                   7
<PAGE>
 the grantee is entitled to acquire and participate in under this Plan on
 the date of such merger, consolidation or change of control.

     13.  CHANGES IN CAPITAL AND CORPORATE STRUCTURE

     The  aggregate number of Shares and interests awarded and which  may
 be awarded  under  the Plan shall be adjusted to reflect a change in the
 outstanding Shares of  the  Company  by  reason  of  a recapitalization,
 reclassification,  reorganization,  stock split, reverse  stock  split,
 combination  of shares, stock dividend  or  similar  transaction.   The
 adjustment shall  be  made  in  an equitable manner which will cause the
 awards to remain unchanged as a result of the applicable transaction.

     14.  SERVICE

     An individual shall be considered  to  be  in  the  service  of  the
 Company or related corporation as long as he or she remains a director,
 employee  or  advisor  of  the  Company or related corporation.  Nothing
 herein shall confer on any individual  the  right  to  continued service
 with  the  Company  or related corporation or affect the right  of  the
 Company or related corporation to terminate such service.

     15.  WITHHOLDING OF TAX

     To the extent the  award,  issuance  or  exercise of Shares, SARs or
 RSAs  results  in  the receipt of compensation by  an  individual,  the
 Company is authorized  to withhold from any other cash compensation then
 or thereafter payable to  such  individual  or  to  withhold  sufficient
 Shares to pay any tax required to be withheld by reason of the  receipt
 of  the  compensation.   Alternatively,  the  individual  may  tender  a
 personal check in the amount of tax required to be withheld.

                                 8

<PAGE>
                            TABLE OF CONTENTS


                                              Purpose of the Plan  1

                                       Administration of the Plan  2

                                       Shares Subject to the Plan  3

                                                    Stock Options  4 
                                                  Type of Options  4 a
                                                 Terms of Options  4 b
                       Additional Terms Applicable to All Options  4 c
                                                   Written Notice  4 c i
                                               Method of Exercise  4 c ii
                                                Death of Optionee  4 c iii
                                                  Transferability  4 c iv
                 Additional Terms Applicable to Incentive Options  4 d
                                                     Option Price  4 d i
                                                   Term of Option  4 d ii
                                            Annual Exercise Limit  4 d iii
                                                  Transferability  4 d iv

                                          Restricted Stock Awards  5
                                                           Grants  5 a
                                               Restriction Period  5 b 
                                       Restrictions Upon Transfer  5 c 
                                                     Certificates  5 d
                                            Lapse of Restrictions  5 e
                       Termination Prior to Lapse of Restrictions  5 f 

                                        Stock Appreciation Rights  6 
                                                           Grants  6 a
                                                   Terms of Grant  6 b
                                            Payment upon Exercise  6 c 

                                                Fair Market Value  7

                             Amendment or Termination of the Plan  8

                                                     Term of Plan  9

                               Delivery and Registration of Stock  10

                                   9
<PAGE>

                                            Rights as Shareholder  11

                                          Merger or Consolidation  12

                       Changes in Capital and Corporate Structure  13

                                                          Service  14

                                               Withholding of Tax  15


                                  10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 43501}]
{"company-data": {"conformed-name": "LOGIC DEVICES INC", "cik": "0000802851", "assigned-sic": "3674", "irs-number": "942893789", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32819", "film-number": "97651201"}, "business-address": {"street1": "1320 ORLEANS DRE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087373300"}, "mail-address": {"street1": "628 EAST EVELYN AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on August  , 1997 
 Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         The Securities Act of 1933

                         LOGIC DEVICES INCORPORATED
              (Exact name of Company as specified in its charter)

                  CALIFORNIA                          94-2893789
     (State or other jurisdiction of incor-        (I.R.S. Employer
           poration or organization)             Identification No.)

                             1320 ORLEANS DRIVE
                        SUNNYVALE, CALIFORNIA 94089
                  (Address of principal executive offices)

                         LOGIC DEVICES INCORPORATED
                         1996 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                         William J. Volz, President
                         Logic Devices Incorporated
                             1320 Orleans Drive
                        Sunnyvale, California 94089
                    (Name and address of agent for service)

                                 (408) 542-5400
         (Telephone number, including area code, of agent for service)

                                WITH COPIES TO:

                             DAVID R. SELMER, ESQ.
                BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
                       333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS 60606
                                 (312) 984-3100

                        CALCULATION OF REGISTRATION FEE

                                  Proposed       Proposed
 Title of                         Maximum        Maximum
 Securities                       Offering       Aggregate      Amount of
 to be             Amount to be   Price          Offering       Registration
 Registered        Register(1)    per Share(2)   Price(1)(2)    Fee(2)

 Common Stock,
  no par value       600,000      $ 2 1/16       $ 2 1/16       $ 375.00

 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also registers such
     indeterminate number of additional shares as may be issuable under the 
     Logic Devices Incorporated 1996 Stock Incentive Plan (the "Plan") in 
     connection with share splits, share dividends or similar transactions.

 (2) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the 
     bid and asked prices for the Company's common stock as reported within 
     five business days prior to the date of this filing.
PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The  document(s) containing the information specified in Part I of
 Form S-8 will  be  sent  or  given to participants in the Logic Devices
 Incorporated 1996 Stock Incentive  Plan  (the  "Plan")  as specified by
 Rule  428(b)(1) promulgated by the Securities and Exchange  Commission
 (the "Commission")  under  the  Securities Act of 1933, as amended (the
 "Securities Act").

      Such document(s) are not being  filed  with  the  Commission,  but
 constitute (along with the documents incorporated by reference into the
 Registration  Statement  pursuant  to  Item  3  of  Part  II hereof) a
 prospectus that meets the requirements of Section 10(a) of the Act.

                                   I-1
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The  following  documents  previously  or concurrently filed  by
 Logic  Devices Incorporated (the "Company") with  the  Commission  are
 hereby incorporated by reference into this Registration Statement:

        (a)   The  Company's  Annual  Report  on Form 10-K (the
              "Annual Report") filed by the Company  (SEC  File
              No. 0-17187) under the Securities Exchange Act of
              1934,  as  amended (the "Exchange Act"), with the
              Commission on April 15, 1997.

        (b)   The Company's  Amendment  to the Annual Report on
              Form  10-K/A  (the  "Amendment   to   the  Annual
              Report")  filed by the Company (SEC File  No.  0-
              17187)  under   the   Exchange   Act,   with  the
              Commission on April 29, 1997.

        (c)   All other reports filed pursuant to Section 13(a)
              or 15(d) of the Exchange Act since the end of the
              fiscal year covered by the Annual Report referred
              to in (a) above.

        All  documents  subsequently  filed  by  the  Company  with  the
 Commission  pursuant  to  Section  13(a), 13(c), 14, or 15(d)  of  the
 Exchange Act, prior to the filing of  a  post-effective amendment which
 indicates that all securities offered hereby  have  been  sold or which
 deregisters  all  securities  then  remaining unsold, shall be  deemed
 incorporated by reference into this Registration  Statement and to be a
 part  thereof  from  the  date  of the filing of such documents.   Any
 statement contained in the documents  incorporated,  or  deemed  to  be
 incorporated,  by  reference  herein  or therein shall be deemed to be
 modified or superseded for purposes of this  Registration Statement and
 the prospectus which is a part hereof (the "Prospectus")  to the extent
 that  a  statement  contained  herein  or  therein  or  in  any  other
 subsequently  filed  document  which  also  is,  or  is  deemed to be,
 incorporated by reference herein or therein modifies or supersedes such
 statement.  Any such statement so modified or superseded shall  not  be
 deemed,  except  as so modified or superseded, to constitute a part of
 this Registration Statement and the Prospectus.

 ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's  Restated  Articles  of  Incorporation  and Bylaws
 require the Company to indemnify officers and directors of the  Company
 to  the full extent permitted by Section 317 of the California General
 Corporation  Law,  as  amended.   Section 317 of the California General
 Corporation Law, as amended, makes  provisions  for the indemnification
 of officers, directors and other corporate agents in terms sufficiently
 broad  to  indemnify  such  persons, under certain circumstances,  for
 liabilities (including reimbursement  of  expenses  incurred)  arising
 under the Securities Act.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.
                                 II-1
ITEM 8.  EXHIBITS.

        See  the  Exhibit  Index  following  the  signature page in this
 Registration Statement, which Exhibit Index is incorporated  herein  by
 reference.

 ITEM 9.  UNDERTAKINGS.

 (a)    The undersigned Company hereby undertakes:

            (1)   To  file,  during  any period in which offers or sales
 are  being  made,  a  post-effective  amendment  to  the  Registration
 Statement to:  (i) include any prospectus  required by Section 10(a)(3)
 of  the Securities Act; (ii) reflect in the prospectus  any  facts  or
 events  arising  after the effective date of the Registration Statement
 which, individually or in the aggregate, represent a fundamental change
 in the information  set  forth in the Registration Statement; and (iii)
 include  any  material  information   with  respect  to  the  plan  of
 distribution not previously disclosed in  the Registration Statement or
 any material change to such information in  the Registration Statement,
 provided however, that provisions (i) and (ii)  of this undertaking are
 inapplicable if the information to be filed thereunder  is contained in
 periodic reports filed by the Company pursuant to Sections  13 or 15(d)
 of the Exchange Act and incorporated by reference into 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 Company hereby undertakes that, for purposes  of
 determining any liability under the Securities Act, each filing of the
 Company'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 may be permitted to directors,  officers and controlling
 persons  of  the  Company  pursuant  to  the foregoing  provision,  or
 otherwise, the Company has been advised that  in  the  opinion  of  the
 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  Company of expenses
 incurred or paid by a director, officer or controlling  person  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.

                                  II-2
SIGNATURES

 THE COMPANY. Pursuant to the requirements of the  Securities  Act,  the
 Company  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 Sunnyvale, State
 of California, on July 31, 1997.

                                          LOGIC DEVICES INCORPORATED

                                          By: /S/ WILLIAM J. VOLZ
                                              William J. Volz
                                              President 

                                          By: /S/ TODD J. ASHFORD
                                              Todd J. Ashford
                                              Chief Financial Officer
                                              and Secretary

                            POWER OF ATTORNEY

        Know all men by these presents, that each person whose signature
 appears  below  constitutes  and  appoints  William J. Volz and Todd J.
 Ashford,  and each of them, his true and lawful  attorney-in-fact  and
 agent, each  with  full  power of substitution and re-substitution, for
 them and in their name, place  and  stead, in any and all capacities to
 sign any or all amendments (including  post-effective  amendments)  to
 this  Registration  Statement,  and to file the same, with all exhibits
 thereto,  and  other  documents  in  connection  therewith,  with  the
 Securities and Exchange Commission, granting unto said attorney-in-fact
 and agent full power and authority to do and perform each and every act
 and thing requisite and necessary to be done in and about the premises,
 as fully to all intents and purposes as  they  might  or  could  do  in
 person, hereby ratifying and confirming all that said attorney-in-fact
 and  agent,  or  any  of  them,  or  his substitute or substitutes, may
 lawfully do or cause to be done by virtue hereof.

        Pursuant  to  the  requirements  of  the  Securities  Act,  this
 Registration Statement has been signed by each of the following persons
 in the capacities indicated on the dates  indicated  below  on July 31,
 1997.

 SIGNATURE                       TITLE
 /S/ WILLIAM J. VOLZ             President and Director (Principal  Executive
 William J. Volz                 Officer)

 /S/ TODD J. ASHFORD             Chief Financial Officer and Secretary
                                 (Principal Financial and Accounting
 Todd J. Ashford                 Officer)

 /S/ HOWARD L. FARKAS            Chairman of the Board
 Howard L. Farkas

 /S/ BURTON W. KANTER            Director
 Burton w. Kanter

 /S/ ALBERT MORRISON, JR.        Director
 Albert Morrison, Jr.

 /S/ BRUCE B. LUSIGNAN           Director
 Bruce B. Lusignan

                                   II-3
LOGIC DEVICES INCORPORATED

                              EXHIBIT INDEX
                                   TO
                     FORM S-8 REGISTRATION STATEMENT

 Exhibit                    Incorporated                    Filed        Page
 No.   Description          Herein by Reference To          Herewith     No.
                                           
 4.1   Company's Common     (incorporated by reference to
       Stock                Exhibit 3.1 of a Registration
                            Statement on Form S-18 as filed
                            with SEC on August 23, 1988,
                            SEC File No. 33-23763-LA)

 5.1   Opinion of Barack
       Ferrazzano Kirschbaum                                   X         II-5
       Perlman & Nagelberg

23.1   Consent of Meredith,
       Cardozo and Lanz LLP                                    X         II-6

24.1   Power of Attorney                                    Included on
                                                            Signature
                                                            Page to the
                                                            Registration
                                                            Statement
99.1   Logic Devices 
       Incorporated
       1996 Stock Incentive Plan                               X         II-7

                                    II-4
EXHIBIT 5.1
                               July 17, 1997

 Logic Devices Incorporated
 1320 Orleans Drive
 Sunnyvale, California 94089

 Ladies and Gentlemen:

     We  have acted as counsel to Logic Devices Incorporated
 (the "Corporation") in connection with the preparation of a
 Registration  Statement  on  Form  S-8  (the  "Registration
 Statement") to be filed on or about July 31, 1997  with the
 Securities and Exchange Commission under the Securities Act
 of 1933, as amended (the "Securities Act"), with respect to
 600,000 shares (the "Securities") of common stock, no  par
 value,  of  the  Corporation  which may be issued after the
 effectiveness of the Registration  Statement  from  time to
 time pursuant to the Logic Devices Incorporated 1996  Stock
 Incentive Plan (the "Plan").

     We   have  examined  the  Plan  and  the  originals  or
 photostatic  or  certified  copies  of  such records of the
 Corporation, certificates of officers of  the  Corporation
 and of public officials and such other documents as we have
 deemed  relevant and necessary as the basis for the opinion
 set forth  below.  In such examination, we have assumed the
 genuineness  of  all  signatures,  the  authenticity of all
 documents submitted to us as originals, the  conformity  to
 original  documents  of  all  documents submitted to us as
 photostatic or certified copies and the authenticity of the
 originals of such copies.  We have  also  made inquiries of
 officers  and  employees  of the Corporation and  of  such
 others as deemed necessary for purposes of this opinion.

     Based upon our examination  and  inquiries  referred to
 above and subject to the assumptions stated, we are  of the
 opinion  that when options to purchase the Securities have
 been duly authorized  by the administrators of the Plan and
 the  board  of directors  of  the  Corporation,  and  duly
 executed,  authenticated,  issued  and  delivered  by  the
 Corporation,  when the Registration Statement, as it may be
 amended, has become  effective  under  the  Securities Act,
 when there has been compliance with applicable  securities
 or  blue  sky  laws  of various jurisdictions, and when the
 Securities   authorized    have   been   duly   executed,
 authenticated,  issued  and  delivered   against   payment
 therefor in accordance with the terms of the Plan, with the
 terms of the particular options being exercised, and  with
 the   administrative   procedures  duly  required  by  the
 administrators of the Plan, then subject to the final terms
 of the Securities being in  compliance with then applicable
 law, the Securities will be legally  issued, fully paid and
 non-assessable.

     While   we   have   reviewed  the  California   General
 Corporation Law, we call  your  attention  to the fact that
 our firm only requires lawyers to be qualified  to practice
 law  in  the  State  of  Illinois  and,  in  rendering the
 foregoing opinion, we assume such statute will be construed
 and  interpreted  in a fashion comparable to that  of  the
 Illinois Business Corporation Act.

     We consent to the filing of this opinion as Exhibit 5.1
 to the Registration Statement.

                              Very truly yours,

                              BARACK FERRAZZANO KIRSCHBAUM
                              PERLMAN & NAGELBERG

                               II-5
Exhibit 23.1

             CONSENT OF INDEPENDENT ACCOUNTANTS

     We  consent  to  the  inclusion  in  this  Registration
 Statement on Form S-8,  of  our report dated April 2, 1997,
 on our audit of the consolidated  balance  sheets  of Logic
 Devices  Incorporated as of December 31, 1996 and 1995 and
 the related consolidated statements of income and cash flows 
 and related schedules for each of the years on the three-year
 period ended December 31, 1996, which appears in the December 
 31, 1996 annual report on Form 10-K of Logic Devices Incorporated.

                                   Meredith,  Cardozo & Lanz
                                   LLP

 San Jose, California
 July 31, 1997

                                 II-6
LOGIC DEVICES INCORPORATED
                      1996 STOCK INCENTIVE PLAN

     1.   PURPOSE OF THE PLAN

     The  LOGIC  DEVICES  INCORPORATED 1996 STOCK  INCENTIVE
 PLAN (hereinafter referred to as the "Plan") is intended to
 provide a means whereby key  individuals providing services
 to Logic Devices Incorporated  (hereinafter  referred to as
 the "Company") and its related corporations may  sustain  a
 sense  of  proprietorship  and personal involvement in the
 continued development and financial success of the Company,
 and to encourage them to remain  with and devote their best
 efforts to the business of the Company,  thereby  advancing
 the  interests  of  the  Company  and  its  shareholders.
 Accordingly,  directors,  officers,  employees and advisors
 will be eligible to acquire common stock  of  the  Company
 (hereinafter   referred   to  as  "Shares")  or  otherwise
 participate in the financial success of the Company, on the
 terms and conditions established  herein.   For purposes of
 the  Plan,  a  corporation  shall  be  deemed  a  related
 corporation  to  the Company if such corporation would be a
 parent  or subsidiary  corporation  with  respect  to  the
 Company as  defined in Section 424(e) or (f), respectively,
 of  the  Internal   Revenue   Code  of  1986,  as  amended
 (hereinafter referred to as the "Code").

     2.   ADMINISTRATION OF THE PLAN

     The Plan shall be administered  by  the  Logic  Devices
 Incorporated  1996  Stock  Incentive  Plan  Administrative
 Committee  (hereinafter  referred  to  as the "Committee")
 which shall be comprised solely of two (2)  or  more  non-
 employee  directors  appointed by the Board of Directors of
 the Company (hereinafter  referred  to  as the "Board").  A
 non-employee director is any member of the  Board who:  (i)
 is  not currently an officer of the Company or  a  related
 corporation;   (ii)  does  not  receive  compensation  for
 services rendered  to  the Company or a related corporation
 in any capacity other than  as  a  director; (iii) does not
 possess an interest in any transaction with the Company for
 which  disclosure would be required under  the  securities
 laws; or  (iv)  is  not  engaged in a business relationship
 with the Company for which  disclosure  would  be  required
 under the securities laws.  The Committee shall have  sole
 authority  to  select  the  individuals  from  among  those
 eligible  to  whom awards shall be made under the Plan, to
 establish the amount of such award for each such individual
 and the time when  certificates for Shares shall be issued,
 and  to  prescribe  the   legend  to  be  affixed  to  the
 certificate.  The Committee is authorized, subject to Board
 approval, to interpret the Plan  and  may from time to time
 adopt such rules, regulations, forms and  agreements,  not
 inconsistent  with  the  provisions  of the Plan, as it may
 deem advisable to carry out the Plan.   All  decisions made
 by the Committee in administering the Plan shall be subject
 to Board review.

                                 1
3.   SHARES SUBJECT TO THE PLAN

     The aggregate number of Shares that may be  awarded  to
 individuals  under  the Plan shall be 600,000 Shares.  Any
 Shares that remain unissued  at the termination of the Plan
 shall  cease  to  be  subject  to  the   Plan,  but  until
 termination of the Plan, the Company shall  at  all  times
 make  available  sufficient Shares to meet the requirements
 of the Plan.
     4.   STOCK OPTIONS

     a.   Type of Options.   The  Company  may issue options
 that   constitute  Incentive  Stock  Options  ("Incentive
 Options") under Section 422 of the Code and options that do
 not constitute  Incentive  Options ("Nonqualified Options")
 to individuals under the Plan.   The  grant  of each option
 shall be confirmed by a stock option agreement  that  shall
 be  executed  by  the  Company and the optionee as soon as
 practicable after such grant.   The  stock option agreement
 shall  expressly  state  or incorporate by  reference  the
 provisions of the Plan and  state  whether the option is an
 Incentive Option or Nonqualified Option.

     b.   TERMS   OF   OPTIONS.   Except  as   provided   in
 subparagraphs (c) and (d)  below, each option granted under
 the Plan shall be subject to  the  terms and conditions set
 forth  by  the  Committee  in the stock  option  agreement
 including, but not limited to,  option  price,  vesting and
 option term.

     c.   ADDITIONAL TERMS APPLICABLE TO ALL OPTIONS.   Each
 option  shall  be  subject  to  the  following  terms  and
 conditions:

          (i)  WRITTEN  NOTICE.   An option may be exercised
               only by giving written  notice to the Company
               specifying  the  number  of   Shares   to  be
               purchased.

          (ii) METHOD  OF  EXERCISE.   The  aggregate option
               price   may,   subject   to  the  terms   and
               conditions set forth by the  Committee in the
               stock option agreement, be paid in any one or
               a   combination  of  cash,  personal   check,
               personal  note,  Shares already owned or Plan
               awards which the optionee  has  an  immediate
               right to exercise.

          (iii)   DEATH   OF   OPTIONEE.    If  an  optionee
               terminates employment due to death  prior  to
               exercise  in  full of any options, his or her
               successor shall  have  the  right to exercise
                                   2
the options within a period of  two (2) years
               after  the  date of such termination  to  the
               extent that the  right was exercisable at the
               date of such termination,  or subject to such
               other  terms  as  may  be determined  by  the
               Committee.

          (iv) TRANSFERABILITY.   No  option  may  be  sold,
               transferred,  assigned or  encumbered  by  an
               optionee, except:  (i) by will or the laws of
               descent and distribution;  (ii) pursuant to a
               certified domestic relations  order; (iii) to
               any trust maintained solely for  the  benefit
               of an optionee; (iv) to the legal guardian of
               an  optionee,  in  the  event  of  the mental
               incapacity  of  such optionee; or (v)  to  an
               optionee's  "Family  Group"  (as  hereinafter
               defined).  For purposes of this subparagraph,
               the  term "Family  Group"  shall  mean,  with
               respect to any optionee who is an individual:
               (a)  the   spouse,   parents,   siblings   or
               descendants  of  such  optionee, in each such
               case, if applicable, whether  natural  or  by
               adoption;  (b) the parents, siblings, spouses
               or descendants  of  any of the parties listed
               in clause (a) hereof,  in  each such case, if
               applicable, whether natural  or  adopted; (c)
               any trust established for the benefit  of any
               of  the persons identified in clauses (a)  or
               (b)   hereof;    (d)   any   corporation   or
               partnership, the principal  equity  owners of
               which are, directly or indirectly, either (x)
               persons  or  entities  identified  in clauses
               (a),   (b)   or  (c)  hereof,  or  (y)  other
               corporations or  partnerships  satisfying the
               requirements of clauses (a), (b),  (c) hereof
               or this clause (d).

     d.   ADDITIONAL TERMS APPLICABLE TO INCENTIVE  OPTIONS.
 Each  Incentive  Option  shall be subject to the following
 terms and conditions:

          (i)  OPTION PRICE.   The  option  price  per Share
               shall  be  not  less than one hundred percent
               (100%) of the fair market value of such Share
               on   the   date   the  option   is   granted.
               Notwithstanding the  preceding  sentence, the
               option   price   per  Share  granted  to   an
               individual who, at  the  time  such option is
               granted, owns stock possessing more  than ten
               percent  (10%)  of  the total combined voting
               power of all classes  of stock of the Company
               or related corporation  (hereinafter referred
               to as a "10% Stockholder")  shall not be less
               than  one hundred and ten percent  (110%)  of
               the fair market value.

          (ii) TERM OF  OPTION.   No option may be exercised
               more than ten (10) years  after  the  date of
                                   3
grant.     Notwithstanding    the   preceding
               sentence,   no  option  granted  to   a   10%
               Stockholder may  be  exercised more than five
               (5) years after the date of grant.  No option
               may be exercised more  than  three (3) months
               after the optionee terminates employment with
               the  Company  or related corporation;  except
               that, if the optionee  terminates  employment
               due  to  his  or  her disability (within  the
               meaning of Section 22(e)(3) of the Code), the
               Committee may extend  such  three  (3)  month
               period  for  up  to  an  additional  nine (9)
               months.

          (iii) ANNUAL EXERCISE LIMIT.  The aggregate  value
               of  Shares which may first become exercisable
               during  any  calendar  year  shall not exceed
               $100,000.   For  purposes  of  the  preceding
               sentence, the fair market value of each Share
               shall  be determined on the date  the  option
               with respect to such Share is granted.

          (iv) TRANSFERABILITY.     No    option    may   be
               transferred,  assigned  or  encumbered by  an
               optionee,  except  by  will  or the  laws  of
               descent  and  distribution,  and  during  the
               optionee's  lifetime an option  may  only  be
               exercised by him or her.

     5.   RESTRICTED STOCK AWARDS

     a.   Grants.  Restricted  Stock  Awards  ("RSAs") under
 the Plan shall be in the form of Shares, restricted  as  to
 transfer and subject to forfeiture, and shall be evidenced
 by  restricted stock agreements in such form and consistent
 with  this Plan as the Committee shall approve from time to
 time.

     b.   RESTRICTION  PERIOD.   RSAs awarded under the Plan
 shall   be   subject  to  such  terms,  conditions,   and
 restrictions, including  without  limitation:  prohibitions
 against  transfer;  substantial  risks   of   forfeiture;
 attainment  of  performance  objectives;  repurchase by the
 Company  or  right  of  first refusal for such  period  or
 periods as shall be determined by the Committee at the time
 of grant.  The Committee shall have the power to permit, in
 its discretion, an acceleration  of  the  expiration of the
 applicable restriction period with respect  to  any part or
 all of the RSAs awarded to a grantee.

     c.   RESTRICTIONS UPON TRANSFER.  RSAs awarded, and the
 right  to  vote underlying Shares and to receive dividends
 thereon, may not be sold, assigned, transferred, exchanged,
 pledged, hypothecated,  or  otherwise encumbered during the
 restriction period applicable  to  such Shares, except: (i)
 by will or the laws of descent and distribution;  (ii)  by
                                4
gifting  for the benefit of descendants for estate planning
 purposes;  or  (iii)  pursuant  to  a  certified  domestic
 relations  order.   Subject to the foregoing, and except as
 otherwise provided in  the Plan, the grantee shall have all
 the  other  rights  of a stockholder  including,  but  not
 limited to, the right to receive dividends and the right to
 vote such Shares.

     d.   CERTIFICATES.   Each certificate issued in respect
 of RSAs awarded to a grantee  shall  be  deposited with the
 Company,  or  its  designee, and shall bear the  following
 legend:

     "This  certificate   and  the  shares  represented
     hereby are subject to  the  terms  and  conditions
     (including  forfeiture  and  restrictions  against
     transfer)   contained   in   the   Logic   Devices
     Incorporated  1996  Stock  Incentive  Plan  and an
     Agreement  entered  into  by the registered owner.
     Release from such terms and  conditions  shall  be
     obtained only in accordance with the provisions of
     the Plan and Agreement, a copy of each of which is
     on  file  in  the  office of the Secretary of said
     Company."

     e.   LAPSE  OF  RESTRICTIONS.    The   Agreement  shall
 specify   the   terms  and  conditions  upon  which   any
 restrictions upon Shares  awarded  under  the  Plan  shall
 lapse,  as  determined by the Committee.  Upon the lapse of
 such  restrictions,   Shares,   free   of   the  foregoing
 restrictive legend, shall be issued to the grantee  or  his
 or her legal representative.

     f.   TERMINATION  PRIOR  TO  LAPSE OF RESTRICTIONS.  In
 the event of a grantee's termination of employment prior to
 the lapse of restrictions applicable to any RSAs awarded to
 such grantee, all Shares as to which  there  still  remain
 restrictions  shall  be  forfeited  by such grantee without
 payment of any consideration to the grantee,  and  neither
 the grantee nor any successors, heirs, assigns, or personal
 representatives  of  such grantee shall thereafter have any
 further rights or interest in such Shares or certificates.

     6.   STOCK APPRECIATION RIGHTS

     a.   Grants.  Stock  Appreciation  Rights  ("SARs") are
 rights  entitling  the  grantee to receive cash or  Shares
 having a fair market value  equal  to  the  appreciation in
 market value of a stated number of Shares from  the date of
 grant  to  the date of exercise, or in the case of  rights
 granted in tandem with or by reference to an option granted
 prior to the  grant  of such rights, from the date of grant
 of the related option to the date of exercise, which may be
 granted to such eligible  directors, employees and advisers
 as may be selected by the Committee.
                               5
b.   TERMS OF GRANT.  SARs  may  be  granted  in tandem
 with or with reference to a related option, in which  event
 the grantee may elect to exercise either the option or  the
 SAR,  but  not  both,  as to the same Share subject to the
 option and the SAR, or the SAR may be granted independently
 of a related option.  In  the  event  of  a  grant  with  a
 related  option, the SAR shall be subject to the terms and
 conditions  of  the  related  option.   In  the event of an
 independent grant, the SAR shall be subject to  the  terms
 and conditions determined by the Committee.  SARs shall not
 be  transferred,  assigned  or encumbered, except that SARs
 may be exercised by the executor, administrator or personal
 representative of the deceased grantee within two (2) years
 of the death of the grantee and  transferred  pursuant to a
 certified domestic relations order.

     c.   PAYMENT UPON EXERCISE.  Upon exercise  of  an SAR,
 the  grantee  shall  be  paid  the excess of the then fair
 market  value of the number of Shares  to  which  the  SAR
 relates over the fair market value of such number of Shares
 at the date  of  grant of the SAR or of the related option,
 as the case may be.   Such  excess shall be paid in cash or
 in Shares having a fair market  value  equal to such excess
 or  in  such  combination  thereof as the Committee  shall
 determine.

     7.   FAIR MARKET VALUE

     For purposes of the Plan,  fair market value of a Share
 shall mean the last reported transaction  price reported on
 the exchange or market where traded.

     8.   AMENDMENT OR TERMINATION OF THE PLAN

     The Board may amend, suspend or terminate  the  Plan or
 any portion thereof at any time, but (except as provided in
 paragraph  3  hereof)  no  amendment shall be made without
 approval of the shareholders of the Company which shall (i)
 materially increase the aggregate  number  of  Shares  with
 respect to which awards may be made under the Plan, or (ii)
 change the class of persons eligible to participate in the
 Plan; provided, however, that no such amendment, suspension
 or  termination  shall impair the rights of any individual,
 without his or her  consent,  in any award theretofore made
 pursuant to the Plan.

     9.   TERM OF PLAN

     The  Plan  shall be effective  upon  the  date  of  its
 adoption by the  Board, subject to the approval of the Plan
 by a majority of the stockholders within twelve (12) months
                                6
before  or after the  date  of  adoption.   Unless  sooner
 terminated  under  the  provisions of paragraph 8, options,
 SARs and RSAs shall not be awarded under the Plan after the
 expiration of ten (10) years from the effective date of the
 Plan.

     10.  DELIVERY AND REGISTRATION OF STOCK

     The Company's obligation to deliver Shares with respect
 to  an  award  shall, if the  Committee  so  requests,  be
 conditioned upon  the receipt of a representation as to the
 investment intention  of the individual to whom such Shares
 are to be delivered, in  such  form  as the Committee shall
 determine to be necessary or advisable  to  comply with the
 provisions  of  the  Securities  Act of 1933 or any  other
 federal,  state  or  local  securities   legislation   or
 regulation.   It  may  be  provided that any representation
 requirement shall become inoperative upon a registration of
 the Shares or other action eliminating  the  necessity  of
 such representation under applicable securities legislation
 or  regulation.   The  Company  shall  not  be  required to
 deliver  any  Shares  under  the  Plan  prior  to  (i) the
 admission  of such Shares to listing on any stock exchange
 or automated  quotation  system on which Shares may then be
 listed, and (ii) the completion  of  such  registration  or
 other  qualification  of  such  Shares  under any state or
 federal  law,  rule or regulation, as the Committee  shall
 determine to be necessary or advisable.

     This Plan is  intended  to comply with Rule 16b-3.  Any
 provision of the Plan which is  inconsistent with said rule
 shall, to the extent of such inconsistency,  be inoperative
 and  shall  not  affect  the  validity  of  the  remaining
 provisions of the Plan.

     11.  RIGHTS AS SHAREHOLDER

     Upon delivery of any Share to an individual, such  individual  shall
 have all of the rights of a shareholder of the Company with respect  to
 such  Share,  including  the right to vote such Share and to receive all
 dividends or other distributions paid with respect to such Share.

     12.  MERGER OR CONSOLIDATION

     In the event the Company  is  merged  or  consolidated  with another
 corporation  and  the  Company  is  not the surviving corporation,  the
 surviving corporation may exchange options  and  SARs  issued under this
 Plan  for  options and SARs (with the same aggregate option  price)  to
 acquire and participate  in  that  number  of  shares  in  the surviving
 corporation that have a fair market value equal to the fair market value
 (determined on the date of such merger or consolidation) of  Shares that
                                   7
the grantee is entitled to acquire and participate in under this Plan on
 the date of such merger, consolidation or change of control.

     13.  CHANGES IN CAPITAL AND CORPORATE STRUCTURE

     The  aggregate number of Shares and interests awarded and which  may
 be awarded  under  the Plan shall be adjusted to reflect a change in the
 outstanding Shares of  the  Company  by  reason  of  a recapitalization,
 reclassification,  reorganization,  stock split, reverse  stock  split,
 combination  of shares, stock dividend  or  similar  transaction.   The
 adjustment shall  be  made  in  an equitable manner which will cause the
 awards to remain unchanged as a result of the applicable transaction.

     14.  SERVICE

     An individual shall be considered  to  be  in  the  service  of  the
 Company or related corporation as long as he or she remains a director,
 employee  or  advisor  of  the  Company or related corporation.  Nothing
 herein shall confer on any individual  the  right  to  continued service
 with  the  Company  or related corporation or affect the right  of  the
 Company or related corporation to terminate such service.

     15.  WITHHOLDING OF TAX

     To the extent the  award,  issuance  or  exercise of Shares, SARs or
 RSAs  results  in  the receipt of compensation by  an  individual,  the
 Company is authorized  to withhold from any other cash compensation then
 or thereafter payable to  such  individual  or  to  withhold  sufficient
 Shares to pay any tax required to be withheld by reason of the  receipt
 of  the  compensation.   Alternatively,  the  individual  may  tender  a
 personal check in the amount of tax required to be withheld.

                                 8
TABLE OF CONTENTS

                                              Purpose of the Plan  1

                                       Administration of the Plan  2

                                       Shares Subject to the Plan  3

                                                    Stock Options  4 
                                                  Type of Options  4 a
                                                 Terms of Options  4 b
                       Additional Terms Applicable to All Options  4 c
                                                   Written Notice  4 c i
                                               Method of Exercise  4 c ii
                                                Death of Optionee  4 c iii
                                                  Transferability  4 c iv
                 Additional Terms Applicable to Incentive Options  4 d
                                                     Option Price  4 d i
                                                   Term of Option  4 d ii
                                            Annual Exercise Limit  4 d iii
                                                  Transferability  4 d iv

                                          Restricted Stock Awards  5
                                                           Grants  5 a
                                               Restriction Period  5 b 
                                       Restrictions Upon Transfer  5 c 
                                                     Certificates  5 d
                                            Lapse of Restrictions  5 e
                       Termination Prior to Lapse of Restrictions  5 f 

                                        Stock Appreciation Rights  6 
                                                           Grants  6 a
                                                   Terms of Grant  6 b
                                            Payment upon Exercise  6 c 

                                                Fair Market Value  7

                             Amendment or Termination of the Plan  8

                                                     Term of Plan  9

                               Delivery and Registration of Stock  10

                                   9
Rights as Shareholder  11

                                          Merger or Consolidation  12

                       Changes in Capital and Corporate Structure  13

                                                          Service  14

                                               Withholding of Tax  15

                                  10