Registration No. 33-

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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




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


                      Delaware                             941741481
             (State of Incorporation)     (I.R.S. Employer Identification No.)


                                48720 Kato Road
                             Fremont, CA 94538-1167

                    (Address of principal executive offices)



                 1996 Non-Employee Directors' Stock Option Plan


                           1997 Equity Incentive Plan

                           (Full title of the plans)


                                48720 Kato Road
                            Fremont, CA  94538-1167

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)




                                   Copies to:
                             Robert L. Jones, Esq.
                               Cooley Godward LLP
                             Five Palo Alto Square
                              3000 El Camino Real
                           Palo Alto, CA  94306-2155
                                 (650) 843-5000



                        CALCULATION OF REGISTRATION FEE




                                PROPOSED    PROPOSED MAXIMUM
    TITLE OF                     MAXIMUM        AGGREGATE      AMOUNT OF


SECURITIES TO BE AMOUNT TO BE OFFERING PRICE  OFFERING PRICE   REGISTRATION
   REGISTERED     REGISTERED  PER SHARE (1)        (1)            FEE

Stock Options and
Common Stock (par  975,000       $26.625     $25,959,375.00    $7,866.50
value $.001)


(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h).  The price per share and
     aggregate offering price are based upon the average of the high and low
     prices of Registrant's Common Stock on October 2, 1997 as reported on the
     Nasdaq National Market.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by Exar Corporation (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

      The Company's latest annual report on Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or either (1) the Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"), that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (2) the Company's effective registration
statement on Form 10 or 20-F filed under the Exchange Act containing audited
financial statements for the Company's latest fiscal year.

      All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

      The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

      All reports and other 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 offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


                           DESCRIPTION OF SECURITIES

Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Certificate of Incorporation and Bylaws include provisions to
(i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary.  Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful.  The Registrant believes that these provisions are
necessary to attract and retain qualified persons as directors and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.

The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, subject to certain limitations set
forth in such agreements.  The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.  The Registrant has purchased an insurance policy covering the
officers and directors of the Registrant with respect to certain liabilities
arising under the Securities Act or otherwise.

                      EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


                                      EXHIBITS

EXHIBIT
NUMBER

5.1       Opinion of Cooley Godward LLP

23.1      Consent of Deloitte & Touche, LLP

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
          Registration Statement

23.3        Consent of KPMG Peat Marwick LLP

24.1      Power of Attorney is contained on the signature pages

99.1      1996 Non-Employee Directors' Stock Option Plan

99.2      1997 Equity Incentive Plan

99.3      Irrevocable Notice of Option Exercise/Payment Authorization

99.4      Incentive Stock Option Agreement; Supplemental Stock Option Agreement

                                  UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            To include any prospectus required by section 10(a)(3) of the
Securities Act;

            To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (S 230.424(b) of this chapter)
if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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;

      Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

      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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      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.

      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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      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 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 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 Securities 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 Fremont, State of California, on September 30,
1997.


                                          EXAR CORPORATION



                                          By    s/Donald L. Ciffone, Jr.
 
                                                  Donald L. Ciffone, Jr.

                                          Title:  Chief Executive Officer,
                                                  President and Director





                                 POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald W. Guire and Donald L. Ciffone,
Jr., and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully 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/Donald L. Ciffone, Jr.


                              Chief Executive Officer, September 30, 1997
     (Donald L. Ciffone, Jr.) President and Director

     s/Ronald W. Guire


                              Executive Vice President,September 30, 1997
     (Ronald W. Guire)        Chief Financial Officer
                              and Director (Principal
                              Financial and Accounting
                              Officer)

     s/Raimon L. Conlisk


                              Director and Chairman of September 30, 1997
     (Raimon L. Conlisk)      the Board

     s/James E. Dykes



                              Director                 September 30, 1997
     (James E. Dykes)

     s/George D. Wells


                              Director                 September 30, 1997
     (George D. Wells)


                                   EXHIBIT INDEX



                       DESCRIPTION
 5.1    Opinion of Cooley Godward LLP
23.1    Consent of Deloitte & Touch LLP
23.2    Consent of Cooley Godward LLP is contained in
        Exhibit 5.1 to this Registration Statement
23.3    Consent of KPMG Peat Marwick LLP
24.1    Power of Attorney is contained on the signature pages
99.1    1996 Non-Employee Directors' Stock Option Plan
99.2    1997 Equity Incentive Plan
99.3    Irrevocable Notice of Option Exercise/Payment Authorization
99.4    Incentive Stock Option Agreement; Supplemental Stock Option Agreement
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15298}]
{"company-data": {"conformed-name": "EXAR CORP", "cik": "0000753568", "assigned-sic": "3674", "irs-number": "941741481", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37369", "film-number": "97692015"}, "business-address": {"street1": "2222 QUME DR", "street2": "PO BOX 49007", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084346400"}, "mail-address": {"street1": "48720 KATO RD", "city": "FREMONT", "state": "CA", "zip": "94537-5000"}}
Registration No. 33-

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                      Delaware                             941741481
             (State of Incorporation)     (I.R.S. Employer Identification No.)

                                48720 Kato Road
                             Fremont, CA 94538-1167

                    (Address of principal executive offices)

                 1996 Non-Employee Directors' Stock Option Plan

                           1997 Equity Incentive Plan

                           (Full title of the plans)

                                48720 Kato Road
                            Fremont, CA  94538-1167

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:
                             Robert L. Jones, Esq.
                               Cooley Godward LLP
                             Five Palo Alto Square
                              3000 El Camino Real
                           Palo Alto, CA  94306-2155
                                 (650) 843-5000

                        CALCULATION OF REGISTRATION FEE

                                PROPOSED    PROPOSED MAXIMUM
    TITLE OF                     MAXIMUM        AGGREGATE      AMOUNT OF

SECURITIES TO BE AMOUNT TO BE OFFERING PRICE  OFFERING PRICE   REGISTRATION
   REGISTERED     REGISTERED  PER SHARE (1)        (1)            FEE

Stock Options and
Common Stock (par  975,000       $26.625     $25,959,375.00    $7,866.50
value $.001)

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h).  The price per share and
     aggregate offering price are based upon the average of the high and low
     prices of Registrant's Common Stock on October 2, 1997 as reported on the
     Nasdaq National Market.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by Exar Corporation (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

      The Company's latest annual report on Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or either (1) the Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"), that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (2) the Company's effective registration
statement on Form 10 or 20-F filed under the Exchange Act containing audited
financial statements for the Company's latest fiscal year.

      All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

      The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

      All reports and other 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 offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                           DESCRIPTION OF SECURITIES

Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Certificate of Incorporation and Bylaws include provisions to
(i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary.  Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful.  The Registrant believes that these provisions are
necessary to attract and retain qualified persons as directors and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.

The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, subject to certain limitations set
forth in such agreements.  The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.  The Registrant has purchased an insurance policy covering the
officers and directors of the Registrant with respect to certain liabilities
arising under the Securities Act or otherwise.

                      EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                      EXHIBITS

EXHIBIT
NUMBER

5.1       Opinion of Cooley Godward LLP

23.1      Consent of Deloitte & Touche, LLP

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
          Registration Statement

23.3        Consent of KPMG Peat Marwick LLP

24.1      Power of Attorney is contained on the signature pages

99.1      1996 Non-Employee Directors' Stock Option Plan

99.2      1997 Equity Incentive Plan

99.3      Irrevocable Notice of Option Exercise/Payment Authorization

99.4      Incentive Stock Option Agreement; Supplemental Stock Option Agreement

                                  UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            To include any prospectus required by section 10(a)(3) of the
Securities Act;

            To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (S 230.424(b) of this chapter)
if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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;

      Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

      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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      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.

      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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      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 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 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 Securities 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 Fremont, State of California, on September 30,
1997.

                                          EXAR CORPORATION

                                          By    s/Donald L. Ciffone, Jr.
 
                                                  Donald L. Ciffone, Jr.

                                          Title:  Chief Executive Officer,
                                                  President and Director

                                 POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald W. Guire and Donald L. Ciffone,
Jr., and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully 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/Donald L. Ciffone, Jr.

                              Chief Executive Officer, September 30, 1997
     (Donald L. Ciffone, Jr.) President and Director

     s/Ronald W. Guire

                              Executive Vice President,September 30, 1997
     (Ronald W. Guire)        Chief Financial Officer
                              and Director (Principal
                              Financial and Accounting
                              Officer)

     s/Raimon L. Conlisk

                              Director and Chairman of September 30, 1997
     (Raimon L. Conlisk)      the Board

     s/James E. Dykes

                              Director                 September 30, 1997
     (James E. Dykes)

     s/George D. Wells

                              Director                 September 30, 1997
     (George D. Wells)

                                   EXHIBIT INDEX

                       DESCRIPTION
 5.1    Opinion of Cooley Godward LLP
23.1    Consent of Deloitte & Touch LLP
23.2    Consent of Cooley Godward LLP is contained in
        Exhibit 5.1 to this Registration Statement
23.3    Consent of KPMG Peat Marwick LLP
24.1    Power of Attorney is contained on the signature pages
99.1    1996 Non-Employee Directors' Stock Option Plan
99.2    1997 Equity Incentive Plan
99.3    Irrevocable Notice of Option Exercise/Payment Authorization
99.4    Incentive Stock Option Agreement; Supplemental Stock Option Agreement