As filed with the Securities and Exchange Commission on February 26, 2001
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                        94-2925073
---------------------------                 ------------------------------------
  (State of Incorporation)                   (I.R.S. EmployerIdentification No.)


                       900 East Hamilton Avenue, Suite 250
                           Campbell, California 95008
                    (Address of principal executive offices)
                           --------------------------

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                           --------------------------

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394
            (Name, address and telephone number of agent for service)
                           --------------------------

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed        Proposed
      Title of                      Maximum         Maximum           Amount
     Securities         Amount      Offering       Aggregate            of
       to be            to be      Price Per        Offering       Registration
     Registered       Registered     Share           Price             Fee
--------------------------------------------------------------------------------
   Common Stock,      8,111,005    $46.25(3)   $375,133,981.25(3)   $99,035.37
 $0.001 par value (1)
--------------------------------------------------------------------------------
   Common Stock,
 $0.001 par value (2) 1,622,201    $46.25(3)   $75,026,796.25(3)    $19,807.07
--------------------------------------------------------------------------------


  (1)   Shares to be registered under the 1994 Incentive Stock Plan
        ("1994 Plan").

  (2)   Shares to be registered under the 1991 Employee Stock Purchase Plan
        ("1991 Plan").

  (3)   Estimated  pursuant to Rule 457(c) under the  Securities  Act solely for
        the purpose of calculating the registration fee. Based on the average of
        the high and low  prices  of  Common  Stock on  February  21,  2001,  as
        reported on the Nasdaq National Market.
================================================================================




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

           (a)  PMC-Sierra,  Inc.'s  ("PMC's")  Form 10-K Annual  Report for the
fiscal year ended  December 26, 1999,  pursuant to Section 13 of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act") filed with the Securities
and Exchange Commission (the "Commission"). (File No. 000-19084)

           (b) PMC's Form 10-Q  Quarterly  Reports for the quarters  ended March
26, 2000, June 25, 2000 and September 24, 2000,  filed pursuant to Section 13 of
the Exchange Act. (File No. 000-19804).

           (c) PMC's Form 8-Ks filed  pursuant to Section 13 of the Exchange Act
dated September 29, 2000, October 3, 2000,  October 13, 2000,  November 30, 2000
and December 1, 2000. (File No. 000-19804).

           (d) 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 registrant document
referred to in (a) above.

           (e) The  description  of the  Company's  Common  Stock to be  offered
hereby is contained in the Company's  Quarterly  Report Form 10-Q for the fiscal
quarter ended June 25, 2000 filed with the Commission  pursuant to Section 13 of
the Exchange  Act,  including  any  amendment or report filed for the purpose of
updating such description.

           All documents  subsequently  filed by PMC 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  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing such documents.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
PMC to indemnify any such person.

           PMC's   Certificate   of   Incorporation    eliminates   in   certain
circumstances  the liability of directors of PMC for monetary damages for breach
of their  fiduciary  duty as directors.  This  provision  does not eliminate the
liability of a director (i) for breach of the director's  duty of loyalty to PMC
or its  stockholders,  (ii) for acts or  omissions  by the  director not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) for  willful or  negligent  declaration  of an  unlawful  dividend,  stock
purchase or redemption or (iv) for transactions  from which the director derived
an improper personal benefit.

           PMC's  Certificate  of  Incorporation  also  provides  generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

           PMC has entered into  indemnification  agreements to such effect with
its officers and  directors  containing  provisions  which are in some  respects
broader than the specific  indemnification  provisions  contained in the General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

           PMC believes that it is the position of the  Commission  that insofar
as the  foregoing  provisions  may be invoked to disclaim  liability for damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Security Act and are therefore unenforceable.

           PMC  currently  maintains  an  officers'  and  directors'   liability
insurance policy which covers,  subject to the exclusions and limitations of the
policy,  officers and directors of PMC against certain  liabilities which may be
incurred by them solely in such capacities.

Item 9.    Undertakings.
           ------------

           (a)    PMC 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
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

           (b) PMC hereby  undertakes  that,  for  purposes of  determining  any
liability  under the Securities Act, each filing of PMC'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.

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC 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 PMC in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the securities being registered  hereunder,  PMC 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.





                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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
Campbell, California, on this 23rd day of February, 2001.

                        PMC-SIERRA, INC.

                        By:  /s/ John W. Sullivan
                           -----------------------------------------------------
                             John W. Sullivan, VP Finance
                             (Principal Financial and Accounting Officer)


                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L. Bailey and John W.  Sullivan  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 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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

       Signature                       Title                         Date
       ---------                       -----                         ----

/s/ Robert L. Bailey         President, Chief Executive        February 23, 2001
---------------------------  Officer and Chairman of the
                             Board of Directors
                             (principal executive officer)



/s/ John W. Sullivan         Vice President of Finance and     February 23, 2001
---------------------------  Chief Financial Officer
                             (principal financial and
                              accounting officer)

/s/ James V. Diller          Vice Chairman of the Board        February 23, 2001
---------------------------  of Directors


/s/ Alexandre Balkanski      Director                          February 23, 2001
---------------------------


/s/ Frank J. Marshall        Director                          February 23, 2001
---------------------------


/s/ Colin Beaumont           Director                          February 23, 2001
---------------------------







                                  EXHIBIT INDEX


Exhibit
Number                                Exhibit
--------  ----------------------------------------------------------------------
    5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1   Consent  of  Deloitte & Touche  LLP,  Vancouver,  British  Columbia,
          Canada,  Independent Auditors

   23.2   Consent of Deloitte & Touche LLP, San Jose, California,
          Independent Auditors

   23.3   Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1   Power of Attorney (see page II-4)






                                                                     Exhibit 5.1
                                                                     -----------

                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION


                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                  TELEPHONE 650-493-9300 FACSIMILE 650-493-6811


                                February 23, 2001

PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia V5A 4V7
Canada

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have examined the Registration  Statement on Form S-8 to be filed by
PMC-Sierra, Inc. ("PMC") with the Securities and Exchange Commission on or about
February  26,  2001  (the  "Registration  Statement")  in  connection  with  the
registration  under the Securities Act of 1933, as amended,  of 8,111,005 shares
of PMC  Common  Stock to be issued  pursuant  to the 1994  Incentive  Stock Plan
("1994 Plan") and 1,622,201  shares of PMC Common Stock to be issued pursuant to
the 1991 Employee Stock Purchase Plan ("ESPP") (collectively,  the "Shares"). As
PMC's  counsel  in  connection  with  this  transaction,  we have  examined  the
proceedings taken and are familiar with the proceedings  proposed to be taken by
PMC in connection  with the issuance and sale of the Shares pursuant to the 1994
Plan and the ESPP.

         It is our  opinion  that,  when  shares of PMC are  issued and sold (i)
pursuant  to  options  granted  in the  manner  described  in the 1994  Plan and
pursuant to the  agreements  which  accompany each grant under the 1994 Plan, or
(ii) pursuant to the ESPP, 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,

                                /s/ WILSON SONSINI GOODRICH & ROSATI

                                WILSON SONSINI GOODRICH & ROSATI
                                Professional Corporation







                                                                    Exhibit 23.1
                                                                    ------------

             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

          We consent to the  incorporation  by  reference  in this  Registration
Statement of  PMC-Sierra,  Inc. on Form S-8 of our report dated January 17, 2000
(July 11, 2000 as to Notes 2 and 4), with respect to the consolidated  financial
statements and schedule of  PMC-Sierra,  Inc.  appearing in the Amended  Current
Report on Form 8-K/A of  PMC-Sierra,  Inc.  dated  November 29, 2000, and of our
report dated July 19, 2000 on the financial statements of Datum Telegraphic Inc.
for the year ended  August 31,  1999  appearing  in the  Current  Report on Form
8-K/A1 of PMC-Sierra, Inc. dated September 28, 2000.



/s/ DELOITTE & TOUCHE LLP


Vancouver, British Columbia
February 26, 2001



                                                                    Exhibit 23.2
                                                                    ------------

             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

          We consent to the  incorporation  by  reference  in this  Registration
Statement  of  PMC-Sierra,  Inc. on Form S-8 of our report  dated March 10, 2000
(June 13, 2000 as to the second paragraph of Note 9) on the financial statements
of Malleable  Technologies,  Inc. appearing in the Current Report on Form 8-K/A1
of PMC-Sierra, Inc. dated August 4, 2000.



/s/ DELOITTE & TOUCHE LLP


San Jose, California
February 26, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8_file.txt", "description": "PMC-SIERRA, INC.  FORM: S-8", "secsgml_size_bytes": 19650}]
{"company-data": {"conformed-name": "PMC SIERRA INC", "cik": "0000767920", "assigned-sic": "3674", "irs-number": "942925073", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56244", "film-number": "1554780"}, "business-address": {"street1": "105 8555 BAXTER PLACE", "street2": "BURNABY COLUMBIA CANADA V5A 4V7"}, "mail-address": {"street1": "8555 BAXTER PLACE STE 105", "street2": "BURABURY BRITISH COLUMBIA", "city": "CANADA V5A 4V7", "state": "A1", "zip": "00000"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on February 26, 2001
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                        94-2925073
---------------------------                 ------------------------------------
  (State of Incorporation)                   (I.R.S. EmployerIdentification No.)

                       900 East Hamilton Avenue, Suite 250
                           Campbell, California 95008
                    (Address of principal executive offices)
                           --------------------------

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                           --------------------------

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394
            (Name, address and telephone number of agent for service)
                           --------------------------

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed        Proposed
      Title of                      Maximum         Maximum           Amount
     Securities         Amount      Offering       Aggregate            of
       to be            to be      Price Per        Offering       Registration
     Registered       Registered     Share           Price             Fee
--------------------------------------------------------------------------------
   Common Stock,      8,111,005    $46.25(3)   $375,133,981.25(3)   $99,035.37
 $0.001 par value (1)
--------------------------------------------------------------------------------
   Common Stock,
 $0.001 par value (2) 1,622,201    $46.25(3)   $75,026,796.25(3)    $19,807.07
--------------------------------------------------------------------------------

  (1)   Shares to be registered under the 1994 Incentive Stock Plan
        ("1994 Plan").

  (2)   Shares to be registered under the 1991 Employee Stock Purchase Plan
        ("1991 Plan").

  (3)   Estimated  pursuant to Rule 457(c) under the  Securities  Act solely for
        the purpose of calculating the registration fee. Based on the average of
        the high and low  prices  of  Common  Stock on  February  21,  2001,  as
        reported on the Nasdaq National Market.
================================================================================

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

           (a)  PMC-Sierra,  Inc.'s  ("PMC's")  Form 10-K Annual  Report for the
fiscal year ended  December 26, 1999,  pursuant to Section 13 of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act") filed with the Securities
and Exchange Commission (the "Commission"). (File No. 000-19084)

           (b) PMC's Form 10-Q  Quarterly  Reports for the quarters  ended March
26, 2000, June 25, 2000 and September 24, 2000,  filed pursuant to Section 13 of
the Exchange Act. (File No. 000-19804).

           (c) PMC's Form 8-Ks filed  pursuant to Section 13 of the Exchange Act
dated September 29, 2000, October 3, 2000,  October 13, 2000,  November 30, 2000
and December 1, 2000. (File No. 000-19804).

           (d) 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 registrant document
referred to in (a) above.

           (e) The  description  of the  Company's  Common  Stock to be  offered
hereby is contained in the Company's  Quarterly  Report Form 10-Q for the fiscal
quarter ended June 25, 2000 filed with the Commission  pursuant to Section 13 of
the Exchange  Act,  including  any  amendment or report filed for the purpose of
updating such description.

           All documents  subsequently  filed by PMC 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  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing such documents.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
PMC to indemnify any such person.

           PMC's   Certificate   of   Incorporation    eliminates   in   certain
circumstances  the liability of directors of PMC for monetary damages for breach
of their  fiduciary  duty as directors.  This  provision  does not eliminate the
liability of a director (i) for breach of the director's  duty of loyalty to PMC
or its  stockholders,  (ii) for acts or  omissions  by the  director not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) for  willful or  negligent  declaration  of an  unlawful  dividend,  stock
purchase or redemption or (iv) for transactions  from which the director derived
an improper personal benefit.

           PMC's  Certificate  of  Incorporation  also  provides  generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

           PMC has entered into  indemnification  agreements to such effect with
its officers and  directors  containing  provisions  which are in some  respects
broader than the specific  indemnification  provisions  contained in the General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

           PMC believes that it is the position of the  Commission  that insofar
as the  foregoing  provisions  may be invoked to disclaim  liability for damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Security Act and are therefore unenforceable.

           PMC  currently  maintains  an  officers'  and  directors'   liability
insurance policy which covers,  subject to the exclusions and limitations of the
policy,  officers and directors of PMC against certain  liabilities which may be
incurred by them solely in such capacities.

Item 9.    Undertakings.
           ------------

           (a)    PMC 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
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

           (b) PMC hereby  undertakes  that,  for  purposes of  determining  any
liability  under the Securities Act, each filing of PMC'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.

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC 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 PMC in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the securities being registered  hereunder,  PMC 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.

                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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
Campbell, California, on this 23rd day of February, 2001.

                        PMC-SIERRA, INC.

                        By:  /s/ John W. Sullivan
                           -----------------------------------------------------
                             John W. Sullivan, VP Finance
                             (Principal Financial and Accounting Officer)

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L. Bailey and John W.  Sullivan  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 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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

       Signature                       Title                         Date
       ---------                       -----                         ----

/s/ Robert L. Bailey         President, Chief Executive        February 23, 2001
---------------------------  Officer and Chairman of the
                             Board of Directors
                             (principal executive officer)

/s/ John W. Sullivan         Vice President of Finance and     February 23, 2001
---------------------------  Chief Financial Officer
                             (principal financial and
                              accounting officer)

/s/ James V. Diller          Vice Chairman of the Board        February 23, 2001
---------------------------  of Directors

/s/ Alexandre Balkanski      Director                          February 23, 2001
---------------------------

/s/ Frank J. Marshall        Director                          February 23, 2001
---------------------------

/s/ Colin Beaumont           Director                          February 23, 2001
---------------------------

                                  EXHIBIT INDEX

Exhibit
Number                                Exhibit
--------  ----------------------------------------------------------------------
    5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1   Consent  of  Deloitte & Touche  LLP,  Vancouver,  British  Columbia,
          Canada,  Independent Auditors

   23.2   Consent of Deloitte & Touche LLP, San Jose, California,
          Independent Auditors

   23.3   Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1   Power of Attorney (see page II-4)

                                                                     Exhibit 5.1
                                                                     -----------

                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION

                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                  TELEPHONE 650-493-9300 FACSIMILE 650-493-6811

                                February 23, 2001

PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia V5A 4V7
Canada

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have examined the Registration  Statement on Form S-8 to be filed by
PMC-Sierra, Inc. ("PMC") with the Securities and Exchange Commission on or about
February  26,  2001  (the  "Registration  Statement")  in  connection  with  the
registration  under the Securities Act of 1933, as amended,  of 8,111,005 shares
of PMC  Common  Stock to be issued  pursuant  to the 1994  Incentive  Stock Plan
("1994 Plan") and 1,622,201  shares of PMC Common Stock to be issued pursuant to
the 1991 Employee Stock Purchase Plan ("ESPP") (collectively,  the "Shares"). As
PMC's  counsel  in  connection  with  this  transaction,  we have  examined  the
proceedings taken and are familiar with the proceedings  proposed to be taken by
PMC in connection  with the issuance and sale of the Shares pursuant to the 1994
Plan and the ESPP.

         It is our  opinion  that,  when  shares of PMC are  issued and sold (i)
pursuant  to  options  granted  in the  manner  described  in the 1994  Plan and
pursuant to the  agreements  which  accompany each grant under the 1994 Plan, or
(ii) pursuant to the ESPP, 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,

                                /s/ WILSON SONSINI GOODRICH & ROSATI

                                WILSON SONSINI GOODRICH & ROSATI
                                Professional Corporation

                                                                    Exhibit 23.1
                                                                    ------------

             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

          We consent to the  incorporation  by  reference  in this  Registration
Statement of  PMC-Sierra,  Inc. on Form S-8 of our report dated January 17, 2000
(July 11, 2000 as to Notes 2 and 4), with respect to the consolidated  financial
statements and schedule of  PMC-Sierra,  Inc.  appearing in the Amended  Current
Report on Form 8-K/A of  PMC-Sierra,  Inc.  dated  November 29, 2000, and of our
report dated July 19, 2000 on the financial statements of Datum Telegraphic Inc.
for the year ended  August 31,  1999  appearing  in the  Current  Report on Form
8-K/A1 of PMC-Sierra, Inc. dated September 28, 2000.

/s/ DELOITTE & TOUCHE LLP

Vancouver, British Columbia
February 26, 2001

                                                                    Exhibit 23.2
                                                                    ------------

             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

          We consent to the  incorporation  by  reference  in this  Registration
Statement  of  PMC-Sierra,  Inc. on Form S-8 of our report  dated March 10, 2000
(June 13, 2000 as to the second paragraph of Note 9) on the financial statements
of Malleable  Technologies,  Inc. appearing in the Current Report on Form 8-K/A1
of PMC-Sierra, Inc. dated August 4, 2000.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 26, 2001