As filed with the Securities and Exchange Commission on  October 3, 1996
                                                     Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                        SIERRA SEMICONDUCTOR CORPORATION

             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
            California                           94-2925073

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

                            2075 North Capitol Avenue
                           San Jose, California 95132
                    (Address of principal executive offices)



                            1994 INCENTIVE STOCK PLAN
                            (Full title of the plan)


                                 JAMES V. DILLER
         Chairman of the Board of Directors and Chief Executive Officer
                        SIERRA SEMICONDUCTOR CORPORATION
                            2075 North Capitol Avenue
                           San Jose, California 95132
                                 (408) 263-9300
            (Name, address and telephone number of agent for service)



                                    Copy to:
                                  Neil J. Wolff
                    Wilson, Sonsini, Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050




<PAGE>



                         CALCULATION OF REGISTRATION FEE

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

  Common Stock....   800,000 shs     $12.25        $9,800,000       $3,379.31
--------------------------------------------------------------------------------


(1)      Estimated  pursuant to Rule 457 solely for the  purpose of  calculating
         the  registration  fee. Based on the average of the high and low prices
         of  the  Common  Stock on October 1, 1996,  as  reported on  the Nasdaq
         National Market.


                      STATEMENT UNDER GENERAL INSTRUCTION E

          The  contents of the  Registrant's  Form S-8  Registration  Statements
(File No.  33-80992  and  33-94790)  are  incorporated  by  reference  into this
Registration Statement.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Jose,  State of California,  on this 30th day of
September 1996.

                             SIERRA SEMICONDUCTOR CORPORATION

                                            By:JAMES V. DILLER
                                               ---------------------------------
                                               James V. Diller, Chairman of the
                                               Board of Directors and Chief
                                               Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally, Richard
J.  Koeltl  and  Glenn C.  Jones his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

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


 Signature                           Title                             Date

JAMES V. DILLER       Chairman of the Board of Directors      September 30, 1996
------------------    and Chief Executive Officer (principal
(James V. Diller)     executive officer)


 GLENN C. JONES       Senior Vice President of Finance and    September 30, 1996
------------------    Chief Financial Officer (principal
(Glenn C. Jones       financial and accounting officer)


ALEXANDRE BALKANSKI   Director                                September 30, 1996
------------------
(Alexandre Balkanski)                                                           


MICHAEL L. DIONNE     Director                                September 30, 1996
------------------
(Michael L. Dionne)                                                           

                      Director                                
------------------
(Richard J. Koeltl )                                                           


 FRANK J. MARSHALL    Director                                September 30, 1996
------------------
(Frank J. Marshall)                                                           
 
 


<PAGE>


                                  EXHIBIT INDEX


     Exhibit          Exhibit                                       Sequentially
     Number                                                           Numbered
                                                                        Page


  5.1  Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation
     
 23.1  Consent of Ernst & Young, LLP, Independent Auditors
    
 23.2  Consent of Counsel (Contained in Exhibit 5.1 above)
    
 24.1  Power of Attorney (Contained in Signature Page to Registration Statement)



<PAGE>
                                                                  Exhibit 5.1




                                                   September 30, 1996


Sierra Semiconductor Corporation
2075 North Capitol Avenue
San Jose, CA 95132

         Re:  Registration Statement on Form S-8

Gentlemen:

     We have examined the Registration  Statement on Form S-8 to be filed by you
with the  Securities  and Exchange  Commission  on or about October 2, 1996 (the
"Registration   Statement")  in  connection  with  the  registration  under  the
Securities Act of 1933, as amended,  of 800,000 shares of your Common Stock (the
"Shares"),  to be issued  pursuant to the 1994  Incentive  Stock Plan (the "1994
Plan").  As your counsel in connection with this  transaction,  we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in  connection  with the issuance and sale of the Shares  pursuant to the
1994 Plan.
     It is our opinion that, when issued and sold in the manner described in the
1994 Plan and pursuant to the  agreements  which  accompany each grant under the
1994 Plan,  the Shares  will be  legally  and  validly  issued,  fully-paid  and
non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                             Very truly yours,

                                          WILSON SONSINI GOODRICH & ROSATI
                                          Professional Corporation

                                          /S/ WILSON, SONSINI, GOODRICH & ROSATI



<PAGE>


                                                                    Exhibit 23.1



                         CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the 1994  Incentive  Stock  Plan of our report  dated
January 17, 1996,  with respect to the  consolidated  financial  statements  and
schedule of Sierra Semiconductor Corporation included in its Annual Report (Form
10-K) for the year  ended  December  31,  1995,  filed with the  Securities  and
Exchange Commission.

                                             ERNST & YOUNG LLP
                    

                                             /S/ ERNST & YOUNG LLP



San Jose, California
September 30, 1996
[{"type": "S-8", "sequence": "1", "description": "S-8 1994 ISO PLAN", "secsgml_size_bytes": 9177}]
{"company-data": {"conformed-name": "SIERRA SEMICONDUCTOR CORP", "cik": "0000767920", "assigned-sic": "3674", "irs-number": "942925073", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13359", "film-number": "96638896"}, "business-address": {"street1": "2075 N CAPITOL AVE", "city": "SAN JOSE", "state": "CA", "zip": "95132", "phone": "4082639300"}, "mail-address": {"street1": "2075 N CAPITOL AVE", "city": "SAN JOSE", "state": "CA", "zip": "95132"}}
As filed with the Securities and Exchange Commission on  October 3, 1996
                                                     Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        SIERRA SEMICONDUCTOR CORPORATION

             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
            California                           94-2925073

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

                            2075 North Capitol Avenue
                           San Jose, California 95132
                    (Address of principal executive offices)

                            1994 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                                 JAMES V. DILLER
         Chairman of the Board of Directors and Chief Executive Officer
                        SIERRA SEMICONDUCTOR CORPORATION
                            2075 North Capitol Avenue
                           San Jose, California 95132
                                 (408) 263-9300
            (Name, address and telephone number of agent for service)

                                    Copy to:
                                  Neil J. Wolff
                    Wilson, Sonsini, Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE

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

  Common Stock....   800,000 shs     $12.25        $9,800,000       $3,379.31
--------------------------------------------------------------------------------

(1)      Estimated  pursuant to Rule 457 solely for the  purpose of  calculating
         the  registration  fee. Based on the average of the high and low prices
         of  the  Common  Stock on October 1, 1996,  as  reported on  the Nasdaq
         National Market.

                      STATEMENT UNDER GENERAL INSTRUCTION E

          The  contents of the  Registrant's  Form S-8  Registration  Statements
(File No.  33-80992  and  33-94790)  are  incorporated  by  reference  into this
Registration Statement.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Jose,  State of California,  on this 30th day of
September 1996.

                             SIERRA SEMICONDUCTOR CORPORATION

                                            By:JAMES V. DILLER
                                               ---------------------------------
                                               James V. Diller, Chairman of the
                                               Board of Directors and Chief
                                               Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally, Richard
J.  Koeltl  and  Glenn C.  Jones his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

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

 Signature                           Title                             Date

JAMES V. DILLER       Chairman of the Board of Directors      September 30, 1996
------------------    and Chief Executive Officer (principal
(James V. Diller)     executive officer)

 GLENN C. JONES       Senior Vice President of Finance and    September 30, 1996
------------------    Chief Financial Officer (principal
(Glenn C. Jones       financial and accounting officer)

ALEXANDRE BALKANSKI   Director                                September 30, 1996
------------------
(Alexandre Balkanski)                                                           

MICHAEL L. DIONNE     Director                                September 30, 1996
------------------
(Michael L. Dionne)                                                           

                      Director                                
------------------
(Richard J. Koeltl )                                                           

 FRANK J. MARSHALL    Director                                September 30, 1996
------------------
(Frank J. Marshall)
EXHIBIT INDEX

     Exhibit          Exhibit                                       Sequentially
     Number                                                           Numbered
                                                                        Page

  5.1  Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation
     
 23.1  Consent of Ernst & Young, LLP, Independent Auditors
    
 23.2  Consent of Counsel (Contained in Exhibit 5.1 above)
    
 24.1  Power of Attorney (Contained in Signature Page to Registration Statement)
Exhibit 5.1

                                                   September 30, 1996

Sierra Semiconductor Corporation
2075 North Capitol Avenue
San Jose, CA 95132

         Re:  Registration Statement on Form S-8

Gentlemen:

     We have examined the Registration  Statement on Form S-8 to be filed by you
with the  Securities  and Exchange  Commission  on or about October 2, 1996 (the
"Registration   Statement")  in  connection  with  the  registration  under  the
Securities Act of 1933, as amended,  of 800,000 shares of your Common Stock (the
"Shares"),  to be issued  pursuant to the 1994  Incentive  Stock Plan (the "1994
Plan").  As your counsel in connection with this  transaction,  we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in  connection  with the issuance and sale of the Shares  pursuant to the
1994 Plan.
     It is our opinion that, when issued and sold in the manner described in the
1994 Plan and pursuant to the  agreements  which  accompany each grant under the
1994 Plan,  the Shares  will be  legally  and  validly  issued,  fully-paid  and
non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                             Very truly yours,

                                          WILSON SONSINI GOODRICH & ROSATI
                                          Professional Corporation

                                          /S/ WILSON, SONSINI, GOODRICH & ROSATI
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the 1994  Incentive  Stock  Plan of our report  dated
January 17, 1996,  with respect to the  consolidated  financial  statements  and
schedule of Sierra Semiconductor Corporation included in its Annual Report (Form
10-K) for the year  ended  December  31,  1995,  filed with the  Securities  and
Exchange Commission.

                                             ERNST & YOUNG LLP
                    

                                             /S/ ERNST & YOUNG LLP

San Jose, California
September 30, 1996