As filed with the Securities and Exchange Commission on July 31, 1996
                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                            MICRO LINEAR CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                94-2910085
 (State of Incorporation)                                     (I.R.S. Employer
                                                             Identification No.)

                              2092 Concourse Drive
                           San Jose, California 95131
          (Address of Principal Executive Offices, including Zip Code)
                     ----------------------------------------

                             1991 Stock Option Plan
                            (Full title of the plans)
                    -----------------------------------------

                               Arthur B. Stabenow
                      President and Chief Executive Officer
                            MICRO LINEAR CORPORATION
                              2092 Concourse Drive
                           San Jose, California 95131
                                 (415) 433-5200
            (Name, address and telephone number of agent for service)
                              --------------------

                                    Copy to:

                                Jeffrey D. Saper
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              --------------------




<PAGE>





<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------
  Title of Securities to be Registered      Amount to be      Proposed Maximum     Proposed Maximum        Amount of
                                             Registered        Offering Price     Aggregate Offering     Registration
                                                                Per Share(1)           Price(1)               Fee
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Common Stock, $.001 par value, issuable             850,000              7.0625              6,003,125         2,070.04
upon exercise of options under the 1991                                       $                      $                $
Stock Option Plan
- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------
- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------

                 Total                              850,000              7.0625              6,003,125         2,070.04
                                                                              $                      $                $
- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------
<FN>

(1)       The Proposed Maximum  Offering Price Per Share was estimated  pursuant
          to Rule 457 under the  Securities Act of 1933, as amended (the "Act"),
          whereby such price was determined by reference to the average  between
          the high and low price reported in the Nasdaq  National Market on July
          29, 1996 which average was $7.0625.

</FN>
</TABLE>

<PAGE>


                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation of Documents by Reference.

 The following  documents and information  previously  filed with the Securities
and Exchange  Commission (the  "Commission")  by Micro Linear  Corporation  (the
"Company") are hereby incorporated by reference in this Registration Statement:

 (a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

 (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter  year
ended  March 31, 1996 filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act.

 (c) The  description  of the  Company's  common stock which is contained in the
Company's  Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  on September  1, 1994,  and any  description  of any  securities  of the
Registrant which is contained in any registration statement filed after the date
hereof under Section 12 of the Exchange  Act,  including any amendment or report
filed for the purpose of updating any such description.

 All documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered 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 of 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.

 The Company's Certificate of Incorporation limits the liability of directors to
the maximum  extent  permitted  by Delaware  law.  Delaware  law  provides  that
directors of a company will not be  personally  liable for monetary  damages for
breach of their fiduciary duties as directors,  except for liability (i) for any
breach of their  duty of loyalty to the  company or its  stockholders,  (ii) for
acts or omissions not in good faith or which involve  intentional  misconduct or
knowing  violation of law, (iii) for unlawful  payments or dividends or unlawful
stock  repurchases or redemptions  as provided  Section 174 of Delaware  General
Corporation  Law or (iv) for  transactions  from which the  director  derived an
improper personal benefit.



<PAGE>


                                      II-2

 The Company's  Bylaws provide that the Company shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
provided by Delaware law, including those  circumstances  where  indemnification
would otherwise be  discretionary  under Delaware law. The Company believes that
indemnification  under  its  Bylaws  covers at least  negligence  on the part of
indemnified parties. The Bylaws authorize the use of indemnification  agreements
and the Company has entered into such  agreements with each of its directors and
officers.

 The Company  carries officer and director  liability  insurance with respect to
certain matters, including matters arising under the Securities Act.

 Delaware Law does not permit a  corporation  to eliminate a director's  duty of
care, and the provisions of the Company's  Certificate of Incorporation  have no
effect  on  the  availability  of  equitable  remedies  such  as  injunction  or
rescission,  based  upon a  director's  breach of the duty of care.  Insofar  as
indemnification  for liabilities arising under the Exchange Act may be permitted
to foregoing  provisions and  agreements,  the Company has been informed that in
the  opinion  of the staff of the  Commission  such  indemnification  is against
public policy as expressed in the Exchange Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

 Not applicable.

Item 8.  Exhibits.

     Exhibit
     Number                         Description

  4.1     1991 Stock Option Plan, as amended.

  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

 23.1     Consent of Independent Auditors.

 23.2     Consent of Counsel (contained in Exhibit 5.1).

 24.1     Power of Attorney.

Item 9.  Undertakings.

 The undersigned Registrant hereby undertakes:

 (1) To file,  during  any  period in which  offers or sales are being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

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

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

 (4)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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.

 (5) Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against public policy as expressed in the Exchange Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  Exchange  Act and will be  governed  by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

 Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Jose,  State of California,  on this 31st day of
July, 1996.

                                             MICRO LINEAR CORPORATION


                                             By: /s/ Arthur B. Stabenow
                                                 Arthur B. Stabenow
                                                 President and Chief Executive
                                                 Officer


                                POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints Arthur B. Stabenow and J. Philip Russell,
and each of them acting individually, as his or her attorney-in-fact,  each with
full power of  substitution,  for him or her in any and all capacities,  to sign
any and all amendments to this  Registration  Statement on Form S-8, 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 any substitute,  may do or cause to be
done by virtue hereof.

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

     Signature                           Title                          Date

/s/ Arthur B. Stabenow     Director, Chief Executive Officer and   July 31, 1996
Arthur B. Stabenow         President (Principal Executive
                           Officer)

/s/ J. Philip Russell      Chief Financial Officer (Principal      July 31, 1996
J. Philip Russell          Financial and Accounting Officer)

/s/ Frederick R. Adler     Director                                July 31, 1996
Frederick R. Adler

/s/ Gill Cogan             Director                                July 31, 1996
Gill Cogan

/s/ Roger A. Smullen       Director                                July 31, 1996
Roger A. Smullen

/s/ Jeffrey D. West        Director                                July 31, 1996
Jeffrey D. West




<PAGE>


- --------------------------------------------------------------------------------
                            MICRO LINEAR CORPORATION
- --------------------------------------------------------------------------------

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS






Exhibit
 Number                                                   Description

     4.1          1991 Stock Option Plan, as amended.

     5.1          Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

    23.1          Consent of Independent Auditors.

    23.2          Consent of Counsel (contained in Exhibit 5.1).

    24.1          Power of Attorney.





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MICRO LINEAR CORP S-8 JULY 31, 1996", "secsgml_size_bytes": 14539}]
{"company-data": {"conformed-name": "MICRO LINEAR CORP /CA/", "cik": "0000875359", "assigned-sic": "3674", "irs-number": "942910085", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09423", "film-number": "96602721"}, "business-address": {"street1": "2092 CONCOURSE DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084335200"}, "mail-address": {"street1": "2092 CONCOURSE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on July 31, 1996
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                            MICRO LINEAR CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                94-2910085
 (State of Incorporation)                                     (I.R.S. Employer
                                                             Identification No.)

                              2092 Concourse Drive
                           San Jose, California 95131
          (Address of Principal Executive Offices, including Zip Code)
                     ----------------------------------------

                             1991 Stock Option Plan
                            (Full title of the plans)
                    -----------------------------------------

                               Arthur B. Stabenow
                      President and Chief Executive Officer
                            MICRO LINEAR CORPORATION
                              2092 Concourse Drive
                           San Jose, California 95131
                                 (415) 433-5200
            (Name, address and telephone number of agent for service)
                              --------------------

                                    Copy to:

                                Jeffrey D. Saper
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              --------------------
CALCULATION OF REGISTRATION FEE

- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------
  Title of Securities to be Registered      Amount to be      Proposed Maximum     Proposed Maximum        Amount of
                                             Registered        Offering Price     Aggregate Offering     Registration
                                                                Per Share(1)           Price(1)               Fee
Common Stock, $.001 par value, issuable             850,000              7.0625              6,003,125         2,070.04
upon exercise of options under the 1991                                       $                      $                $
Stock Option Plan
- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------
- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------

                 Total                              850,000              7.0625              6,003,125         2,070.04
                                                                              $                      $                $
- ----------------------------------------- ------------------ ------------------- ---------------------- ----------------
(1)       The Proposed Maximum  Offering Price Per Share was estimated  pursuant
          to Rule 457 under the  Securities Act of 1933, as amended (the "Act"),
          whereby such price was determined by reference to the average  between
          the high and low price reported in the Nasdaq  National Market on July
          29, 1996 which average was $7.0625.
REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation of Documents by Reference.

 The following  documents and information  previously  filed with the Securities
and Exchange  Commission (the  "Commission")  by Micro Linear  Corporation  (the
"Company") are hereby incorporated by reference in this Registration Statement:

 (a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

 (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter  year
ended  March 31, 1996 filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act.

 (c) The  description  of the  Company's  common stock which is contained in the
Company's  Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  on September  1, 1994,  and any  description  of any  securities  of the
Registrant which is contained in any registration statement filed after the date
hereof under Section 12 of the Exchange  Act,  including any amendment or report
filed for the purpose of updating any such description.

 All documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered 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 of 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.

 The Company's Certificate of Incorporation limits the liability of directors to
the maximum  extent  permitted  by Delaware  law.  Delaware  law  provides  that
directors of a company will not be  personally  liable for monetary  damages for
breach of their fiduciary duties as directors,  except for liability (i) for any
breach of their  duty of loyalty to the  company or its  stockholders,  (ii) for
acts or omissions not in good faith or which involve  intentional  misconduct or
knowing  violation of law, (iii) for unlawful  payments or dividends or unlawful
stock  repurchases or redemptions  as provided  Section 174 of Delaware  General
Corporation  Law or (iv) for  transactions  from which the  director  derived an
improper personal benefit.
II-2

 The Company's  Bylaws provide that the Company shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
provided by Delaware law, including those  circumstances  where  indemnification
would otherwise be  discretionary  under Delaware law. The Company believes that
indemnification  under  its  Bylaws  covers at least  negligence  on the part of
indemnified parties. The Bylaws authorize the use of indemnification  agreements
and the Company has entered into such  agreements with each of its directors and
officers.

 The Company  carries officer and director  liability  insurance with respect to
certain matters, including matters arising under the Securities Act.

 Delaware Law does not permit a  corporation  to eliminate a director's  duty of
care, and the provisions of the Company's  Certificate of Incorporation  have no
effect  on  the  availability  of  equitable  remedies  such  as  injunction  or
rescission,  based  upon a  director's  breach of the duty of care.  Insofar  as
indemnification  for liabilities arising under the Exchange Act may be permitted
to foregoing  provisions and  agreements,  the Company has been informed that in
the  opinion  of the staff of the  Commission  such  indemnification  is against
public policy as expressed in the Exchange Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

 Not applicable.

Item 8.  Exhibits.

     Exhibit
     Number                         Description

  4.1     1991 Stock Option Plan, as amended.

  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

 23.1     Consent of Independent Auditors.

 23.2     Consent of Counsel (contained in Exhibit 5.1).

 24.1     Power of Attorney.

Item 9.  Undertakings.

 The undersigned Registrant hereby undertakes:

 (1) To file,  during  any  period in which  offers or sales are being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

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

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

 (4)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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.

 (5) Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against public policy as expressed in the Exchange Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  Exchange  Act and will be  governed  by the final
adjudication of such issue.
SIGNATURES

 Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Jose,  State of California,  on this 31st day of
July, 1996.

                                             MICRO LINEAR CORPORATION

                                             By: /s/ Arthur B. Stabenow
                                                 Arthur B. Stabenow
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints Arthur B. Stabenow and J. Philip Russell,
and each of them acting individually, as his or her attorney-in-fact,  each with
full power of  substitution,  for him or her in any and all capacities,  to sign
any and all amendments to this  Registration  Statement on Form S-8, 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 any substitute,  may do or cause to be
done by virtue hereof.

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

     Signature                           Title                          Date

/s/ Arthur B. Stabenow     Director, Chief Executive Officer and   July 31, 1996
Arthur B. Stabenow         President (Principal Executive
                           Officer)

/s/ J. Philip Russell      Chief Financial Officer (Principal      July 31, 1996
J. Philip Russell          Financial and Accounting Officer)

/s/ Frederick R. Adler     Director                                July 31, 1996
Frederick R. Adler

/s/ Gill Cogan             Director                                July 31, 1996
Gill Cogan

/s/ Roger A. Smullen       Director                                July 31, 1996
Roger A. Smullen

/s/ Jeffrey D. West        Director                                July 31, 1996
Jeffrey D. West
- --------------------------------------------------------------------------------
                            MICRO LINEAR CORPORATION
- --------------------------------------------------------------------------------

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
 Number                                                   Description

     4.1          1991 Stock Option Plan, as amended.

     5.1          Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

    23.1          Consent of Independent Auditors.

    23.2          Consent of Counsel (contained in Exhibit 5.1).

    24.1          Power of Attorney.