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)

                           PMC-SIERRA, INC. (Portland)
                             1996 STOCK OPTION 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....    450,000 shs      $12.25       $5,512,500     $1,900.86 
--------------------------------------------------------------------------------


(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.


<PAGE>

                                    
                                     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)         The Company's 1995 Annual Report to Shareholders.

      (b)         The  Company's  Form 10-K  Annual  Report for the  fiscal year
                  ended December 31, 1995, as amended.

      (c)         The description of the Company's Common Stock set forth in the
                  Company's   Registration   Statement   on  Form  S-1   (Number
                  33-39406).

      (d)         The Company's Form 10-Q Quarterly  Reports for the quarters   
                  ended March 31, 1996 and June 30, 1996.

      (e)         The Company's Form 8-K filed August 30, 1996.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  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 4.           Description of Securities.

      Not applicable.


Item 5.           Interests of Named Experts and Counsel.

      Not applicable.

Item 6.           Indemnification of Directors and Officers.

      Section 317 of the  California  Corporations  Code  authorizes  a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act. Article V of the Company's  Articles
of   Incorporation   and  Article  VI  of  the  Company's   Bylaws  provide  for
indemnification  of its directors,  officers,  employees and other agents to the
maximum extent permitted by the California  Corporations Code. In addition,  the
Company  has entered  into  indemnification  agreements  with its  officers  and
directors.


Item 7.           Exemption from Registration Claimed.

      Not applicable.


<PAGE>



Item 8.           Exhibits.

      The  exhibits  to this  registration  statement  are listed in the Exhibit
Index located after the signature pages.


Item 9.      Undertakings.

           (a)      The undersigned registrant hereby undertakes:

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

                    (2)     That, for the purpose of  determining  any liability
                            under the  Securities  Act of 1933 (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) The undersigned  registrant  hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of Registrant pursuant to the California General Corporations Code, the Articles
of Incorporation or the Bylaws of Registrant, Indemnification Agreements entered
into between Registrant and its officers and directors, or otherwise, 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 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
hereunder,  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.


<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,  James
V.  Diller  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)                                                           


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

<PAGE>


                             EXHIBIT INDEX



                                                                  Sequentially
Exhibit                                                             Numbered
Number             Exhibit                                          Page


  5.1              Opinion of Wilson Sonsini Goodrich &
                   Rosati, Professional Corporation........................

 23.1              Consent of Ernst & Young LLP, Independent Auditors......

 24.2              Consent of Counsel (Contained in Exhibit 5.1
                   above)..................................................

 25.1              Power of Attorney (see page II-3).......................



<PAGE>


                                                                    Exhibit 5.1




                                                              September 30, 1996



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

         Re:  Registration Statement on Form S-8

Ladies and 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 450,000 shares of your Common Stock (the
"Shares"),  to be issued pursuant to the PMC-Sierra,  Inc. (Portland) 1996 Stock
Option Plan (the "PMC Portland  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 PMC Portland Plan.

     It is our opinion  that,  when shares of Sierra  Semiconductor  Corporation
("Sierra")  are  issued  and sold  pursuant  to  options  granted  in the manner
described  in the  PMC  Portland  Plan  and  pursuant  to the  agreements  which
accompany each grant under the PMC Portland 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 PMC-Sierra,  Inc. (Portland) 1996 Stock Option Plan
of our report dated January 17, 199, 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 PMC 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 15379}]
{"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": "333-13357", "film-number": "96638895"}, "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)

                           PMC-SIERRA, INC. (Portland)
                             1996 STOCK OPTION 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....    450,000 shs      $12.25       $5,512,500     $1,900.86 
--------------------------------------------------------------------------------

(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.
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)         The Company's 1995 Annual Report to Shareholders.

      (b)         The  Company's  Form 10-K  Annual  Report for the  fiscal year
                  ended December 31, 1995, as amended.

      (c)         The description of the Company's Common Stock set forth in the
                  Company's   Registration   Statement   on  Form  S-1   (Number
                  33-39406).

      (d)         The Company's Form 10-Q Quarterly  Reports for the quarters   
                  ended March 31, 1996 and June 30, 1996.

      (e)         The Company's Form 8-K filed August 30, 1996.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  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 4.           Description of Securities.

      Not applicable.

Item 5.           Interests of Named Experts and Counsel.

      Not applicable.

Item 6.           Indemnification of Directors and Officers.

      Section 317 of the  California  Corporations  Code  authorizes  a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act. Article V of the Company's  Articles
of   Incorporation   and  Article  VI  of  the  Company's   Bylaws  provide  for
indemnification  of its directors,  officers,  employees and other agents to the
maximum extent permitted by the California  Corporations Code. In addition,  the
Company  has entered  into  indemnification  agreements  with its  officers  and
directors.

Item 7.           Exemption from Registration Claimed.

      Not applicable.
Item 8.           Exhibits.

      The  exhibits  to this  registration  statement  are listed in the Exhibit
Index located after the signature pages.

Item 9.      Undertakings.

           (a)      The undersigned registrant hereby undertakes:

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

                    (2)     That, for the purpose of  determining  any liability
                            under the  Securities  Act of 1933 (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) The undersigned  registrant  hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of Registrant pursuant to the California General Corporations Code, the Articles
of Incorporation or the Bylaws of Registrant, Indemnification Agreements entered
into between Registrant and its officers and directors, or otherwise, 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 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
hereunder,  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,  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,  James
V.  Diller  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)                                                           

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

                                                                  Sequentially
Exhibit                                                             Numbered
Number             Exhibit                                          Page

  5.1              Opinion of Wilson Sonsini Goodrich &
                   Rosati, Professional Corporation........................

 23.1              Consent of Ernst & Young LLP, Independent Auditors......

 24.2              Consent of Counsel (Contained in Exhibit 5.1
                   above)..................................................

 25.1              Power of Attorney (see page II-3).......................
Exhibit 5.1

                                                              September 30, 1996

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

         Re:  Registration Statement on Form S-8

Ladies and 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 450,000 shares of your Common Stock (the
"Shares"),  to be issued pursuant to the PMC-Sierra,  Inc. (Portland) 1996 Stock
Option Plan (the "PMC Portland  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 PMC Portland Plan.

     It is our opinion  that,  when shares of Sierra  Semiconductor  Corporation
("Sierra")  are  issued  and sold  pursuant  to  options  granted  in the manner
described  in the  PMC  Portland  Plan  and  pursuant  to the  agreements  which
accompany each grant under the PMC Portland 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 PMC-Sierra,  Inc. (Portland) 1996 Stock Option Plan
of our report dated January 17, 199, 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