<PAGE>     1

  As filed with the Securities and Exchange Commission on May 23, 1996.
                                               Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 Form S-8
                          REGISTRATION STATEMENT
                                  Under
                        THE SECURITIES ACT OF 1933

                             S3 INCORPORATED
          (Exact name of registrant as specified in its charter)

             Delaware                             77-0204341
  ______________________________        ______________________________
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)             Identification No.)

    2770 San Tomas Expressway
     Santa Clara, California                      95051-0968
  ______________________________        ______________________________
      (Address of Principal                       (Zip Code)
        Executive Offices)

                    1989 STOCK PLAN OF S3 INCORPORATED
            __________________________________________________
                         (Full title of the plan)
                                                   Copy to:
          TERRY N. HOLDT                      JORGE A. DEL CALVO
President and Chief Executive Officer          KAREN A. DEMPSEY
         S3 Incorporated                Pillsbury Madison & Sutro LLP
    2770 San Tomas Expressway                   P.O. Box 7880
Santa Clara, California 95051-0968         San Francisco, CA 94120
        (408) 980-5400                          (415) 983-1000
  ______________________________        ______________________________
   (Name, address and telephone
   number, including area code,
      of agent for service)

                     CALCULATION OF REGISTRATION FEE

Title of          Amount     Proposed Maximum     Proposed          Amount of
Securities To     To Be       Offering Price    Maximum Aggregate  Registration
Be Registered  Registered(1)    per Share(2)    Offering Price(1)      Fee

Common Stock     1,200,000        $14.9375       $17,925,000.00     $6,181.08


(1)  Calculated pursuant to General Instruction E on Form S-8.

(2)  Estimated solely for the purpose of calculating the registration fee
     on the basis of the average of the high and low prices as reported on
     the Nasdaq National Market on May 17, 1996.
                            _________________

     The Registration Statement shall become effective upon filing in
     accordance with Rule 462 under the Securities Act of 1933.


<PAGE>     2

                INFORMATION REQUIRED PURSUANT TO
               GENERAL INSTRUCTION E TO FORM S-8


General Instruction E Information

     This Registration Statement is being filed for
the purpose of increasing the number of securities of
the same class as other securities for which a
Registration Statement of the Registrant on Form S-8
relating to the same employee benefit plan is
effective.

     The Registrant's Form S-8 Registration Statements
filed with the Securities and Exchange Commission on
April 7, 1993, August 1, 1994, February 13, 1995,
May 16, 1995, and April 18, 1996, File Nos. 33-60666,
33-82280, 33-89388, 33-92372, and 33-33726
respectively, are hereby incorporated by reference.

Incorporation of Documents by Reference

     The following documents filed by Registrant with
the Securities and Exchange Commission are
incorporated by reference in this Registration
Statement:

     (1)  The Registrant's Annual Report on Form 10-K
(File No. 0-21126) for the fiscal year ended
December 31, 1995, which contains, among other things,
the consolidated financial statements of Registrant

and certain supplementary data for the fiscal year
ended December 31, 1995 together with the report
thereon of Deloitte & Touche LLP, independent
auditors.

     (2)  The Registrant's Quarterly Report on Form 10-
Q (File No. 0-21126) for the quarter ended March 31,
1996.

     (2)  The description of Registrant's common stock
contained in the Registrant's Registration Statement
on Form 8-A, filed on January 21, 1993.

     In addition, all documents subsequently filed by
the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934,
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
a part hereof from the date of filing of such
documents.


<PAGE>     3
                           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 Santa Clara, State of California, on
May 20, 1996.

                              S3 INCORPORATED



                              By   /S/   TERRY N. HOLDT
                                         Terry N. Holdt
                                         President and
                                    Chief Executive Officer
                                 (Principal Executive Officer)


                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Terry N. Holdt and George A. Hervey, and each of them,
his true and lawful attorneys-in-fact and agents, each
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 Registra
tion Statement, and to file the same, with 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, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or
his substitute or substitutes 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 date indicated:

       Signature                 Title                             Date

/S/  TERRY N. HOLDT		     President, Chief Executive Officer       May 20, 1996
     Terry N. Holdt       (Principal Executive Officer) and
                          Director

/S/ GEORGE A. HERVEY      Vice President, Finance and Chief        May 20, 1996
    George A. Hervey      Financial Officer (Principal 
                          Financial Officer and Principal
                          Accounting Officer

/S/DIOSDADO P. BANATAO    Chairman of the Board of Directors       May 20, 1996
   Diosdado P. Banatao

/S/  RONALD T. YARA       Senior Vice President, Strategic         May 20, 1996
     Ronald T. Yara       Marketing and Director

/S/CARMELO J. SANTORO     Director                                 May 20, 1996
   Carmelo
   J. Santoro, Ph.D.

/S/JOHN C. COLLIGAN       Director                                 May 20, 1996
   John C. Colligan

/S/ROBERT P. LEE, Ph.D.   Director                                 May 20, 1996
   Robert P. Lee, Ph.D.

<PAGE>     4

                       INDEX TO EXHIBITS


Exhibit
Number                   Exhibit


 5.1      Opinion regarding legality of securities to be offered.

23.1      Independent Auditors' Consent.

23.2      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

24.1      Power of Attorney (see p. 3).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8042}]
{"company-data": {"conformed-name": "S3 INC", "cik": "0000850519", "assigned-sic": "3570", "irs-number": "770204341", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04439", "film-number": "96571984"}, "business-address": {"street1": "2770 SAN TOMAS EXPWY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0981", "phone": "4089805400"}, "mail-address": {"street1": "2770 SAN TOMAR EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0968"}}
1

  As filed with the Securities and Exchange Commission on May 23, 1996.
                                               Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 Form S-8
                          REGISTRATION STATEMENT
                                  Under
                        THE SECURITIES ACT OF 1933

                             S3 INCORPORATED
          (Exact name of registrant as specified in its charter)

             Delaware                             77-0204341
  ______________________________        ______________________________
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)             Identification No.)

    2770 San Tomas Expressway
     Santa Clara, California                      95051-0968
  ______________________________        ______________________________
      (Address of Principal                       (Zip Code)
        Executive Offices)

                    1989 STOCK PLAN OF S3 INCORPORATED
            __________________________________________________
                         (Full title of the plan)
                                                   Copy to:
          TERRY N. HOLDT                      JORGE A. DEL CALVO
President and Chief Executive Officer          KAREN A. DEMPSEY
         S3 Incorporated                Pillsbury Madison & Sutro LLP
    2770 San Tomas Expressway                   P.O. Box 7880
Santa Clara, California 95051-0968         San Francisco, CA 94120
        (408) 980-5400                          (415) 983-1000
  ______________________________        ______________________________
   (Name, address and telephone
   number, including area code,
      of agent for service)

                     CALCULATION OF REGISTRATION FEE

Title of          Amount     Proposed Maximum     Proposed          Amount of
Securities To     To Be       Offering Price    Maximum Aggregate  Registration
Be Registered  Registered(1)    per Share(2)    Offering Price(1)      Fee

Common Stock     1,200,000        $14.9375       $17,925,000.00     $6,181.08

(1)  Calculated pursuant to General Instruction E on Form S-8.

(2)  Estimated solely for the purpose of calculating the registration fee
     on the basis of the average of the high and low prices as reported on
     the Nasdaq National Market on May 17, 1996.
                            _________________

     The Registration Statement shall become effective upon filing in
     accordance with Rule 462 under the Securities Act of 1933.
2

                INFORMATION REQUIRED PURSUANT TO
               GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

     This Registration Statement is being filed for
the purpose of increasing the number of securities of
the same class as other securities for which a
Registration Statement of the Registrant on Form S-8
relating to the same employee benefit plan is
effective.

     The Registrant's Form S-8 Registration Statements
filed with the Securities and Exchange Commission on
April 7, 1993, August 1, 1994, February 13, 1995,
May 16, 1995, and April 18, 1996, File Nos. 33-60666,
33-82280, 33-89388, 33-92372, and 33-33726
respectively, are hereby incorporated by reference.

Incorporation of Documents by Reference

     The following documents filed by Registrant with
the Securities and Exchange Commission are
incorporated by reference in this Registration
Statement:

     (1)  The Registrant's Annual Report on Form 10-K
(File No. 0-21126) for the fiscal year ended
December 31, 1995, which contains, among other things,
the consolidated financial statements of Registrant

and certain supplementary data for the fiscal year
ended December 31, 1995 together with the report
thereon of Deloitte & Touche LLP, independent
auditors.

     (2)  The Registrant's Quarterly Report on Form 10-
Q (File No. 0-21126) for the quarter ended March 31,
1996.

     (2)  The description of Registrant's common stock
contained in the Registrant's Registration Statement
on Form 8-A, filed on January 21, 1993.

     In addition, all documents subsequently filed by
the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934,
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
a part hereof from the date of filing of such
documents.
3
                           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 Santa Clara, State of California, on
May 20, 1996.

                              S3 INCORPORATED

                              By   /S/   TERRY N. HOLDT
                                         Terry N. Holdt
                                         President and
                                    Chief Executive Officer
                                 (Principal Executive Officer)

                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Terry N. Holdt and George A. Hervey, and each of them,
his true and lawful attorneys-in-fact and agents, each
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 Registra
tion Statement, and to file the same, with 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, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or
his substitute or substitutes 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 date indicated:

       Signature                 Title                             Date

/S/  TERRY N. HOLDT		     President, Chief Executive Officer       May 20, 1996
     Terry N. Holdt       (Principal Executive Officer) and
                          Director

/S/ GEORGE A. HERVEY      Vice President, Finance and Chief        May 20, 1996
    George A. Hervey      Financial Officer (Principal 
                          Financial Officer and Principal
                          Accounting Officer

/S/DIOSDADO P. BANATAO    Chairman of the Board of Directors       May 20, 1996
   Diosdado P. Banatao

/S/  RONALD T. YARA       Senior Vice President, Strategic         May 20, 1996
     Ronald T. Yara       Marketing and Director

/S/CARMELO J. SANTORO     Director                                 May 20, 1996
   Carmelo
   J. Santoro, Ph.D.

/S/JOHN C. COLLIGAN       Director                                 May 20, 1996
   John C. Colligan

/S/ROBERT P. LEE, Ph.D.   Director                                 May 20, 1996
   Robert P. Lee, Ph.D.
4

                       INDEX TO EXHIBITS

Exhibit
Number                   Exhibit

 5.1      Opinion regarding legality of securities to be offered.

23.1      Independent Auditors' Consent.

23.2      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

24.1      Power of Attorney (see p. 3).