As filed with the Securities and Exchange Commission on May 19, 1999
                          Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

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

                              --------------------

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


                   DELAWARE                               94-2910085      
           (State of Incorporation)                   (I.R.S. Employer
                                                     Identification No.)

                              2092 Concourse Drive
                           San Jose, California 95131
          (Address of Principal Executive Offices, including Zip Code)
                    ----------------------------------------

                             1991 Stock Option Plan
                       1998 Nonstatutory Stock Option Plan
                            (Full title of the plans)
                              --------------------

                                 David Gellatly
                      President and Chief Executive Officer
                            MICRO LINEAR CORPORATION
                              2092 Concourse Drive
                           San Jose, California 95131
                                 (408) 433-5200
            (Name, address and telephone number of agent for service)
                              --------------------

                                    Copy to:
                              J. Robert Suffoletta
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              --------------------




<PAGE>


<TABLE>
<CAPTION>


                                             CALCULATION OF REGISTRATION FEE

-------------------------------------------- -------------------- ------------------ ---------------------- ----------------
                                                                  Proposed Maximum     Proposed Maximum        Amount of
          Title of Securities to                Amount to be       Offering Price     Aggregate Offering     Registration
               be Registered                     Registered        Per Shares (1)          Price (1)              Fee
-------------------------------------------- -------------------- ------------------ ---------------------- ----------------
<S>             <C>                                      <C>          <C>                 <C>                <C>    
Common  Stock,  $0.001  par  value,  to  be              588,720      $3.0625             $1,802,955         $501.22
issued under the 1991 Stock Option Plan
Common  Stock,  $0.001  par  value,  to  be              400,000      $3.0625             $1,225,000         $340.55
issued  under the 1998  Nonstatutory  Stock
Option Plan
                                     TOTAL:              988,720                          $3,027,955         $841.77
-------------------------------------------- -------------------- ------------------ ---------------------- ----------------
<FN>

(1) The Proposed Maximum Offering Price Per Share was estimated pursuant to Rule
457 under the Securities  Act of 1933, as amended (the  "Securities  Act").  The
price per share was determined by reference to the average  between the high and
low price of the Common Stock as reported in the Nasdaq  National  Market on May
19, 1999.
</FN>
</TABLE>


<PAGE>


                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation of Documents by Reference.

          The following  documents  and  information  previously  filed with the
Securities  and  Exchange   Commission  (the   "Commission")   by  Micro  Linear
Corporation  (the  "Company")  are  hereby  incorporated  by  reference  in this
Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31, 1998 filed  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

     (c) The description of the Company's common stock which is contained in the
Company's  Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Exchange Act, and any  description of any securities of the
Registrant which is contained in any registration statement filed after the date
hereof under Section 12 of the Exchange  Act,  including any amendment or report
filed for the purpose of updating any such description.

     (d) The description of the Company's  preferred share purchase rights which
is contained in the Company's  Registration Statement on Form 8-A filed with the
Commission  pursuant to Section 12 of the Exchange Act, and any  description  of
any  securities  of the  Registrant  which  is  contained  in  any  registration
statement  filed after the date hereof  under  Section 12 of the  Exchange  Act,
including  any  amendment  or report  filed for the purpose of updating any such
description.
          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  registered 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 of 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.

          The Company's  Certificate  of  Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally  liable for monetary  damages
for breach of their fiduciary duties as directors,  except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve  intentional  misconduct or
knowing  violation of law, (iii) for unlawful  payments or dividends or unlawful
stock  repurchases or redemptions  as provided  Section 174 of Delaware  General
Corporation  Law or (iv) for  transactions  from which the  director  derived an
improper personal benefit.

          The  Company's  Bylaws  provide that the Company  shall  indemnify its
officers and  directors  and may indemnify its employees and other agents to the
fullest extent  provided by Delaware law,  including those  circumstances  where
indemnification would otherwise be discretionary under Delaware law. The Company
believes that indemnification under its Bylaws covers at least negligence on the
part of indemnified  parties.  The Bylaws  authorize the use of  indemnification
agreements  and the Company has entered  into such  agreements  with each of its
directors and officers.

          The Company  carries  officer and director  liability  insurance  with
respect to certain matters, including matters arising under the Securities Act.

          Delaware Law does not permit a  corporation  to eliminate a director's
duty of care, and the provisions of the Company's  Certificate of  Incorporation
have no effect on the  availability of equitable  remedies such as injunction or
rescission,  based  upon a  director's  breach of the duty of care.  Insofar  as
indemnification  for liabilities arising under the Exchange Act may be permitted
to foregoing  provisions and  agreements,  the Company has been informed that in
the  opinion  of the staff of the  Commission  such  indemnification  is against
public policy as expressed in the Exchange Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

 Not applicable.

Item 8.  Exhibits.

     Exhibit
     Number                         Description                    

          4.1     1991 Stock Option Plan, as amended.

          4.2     1998 Nonstatutory Stock Option Plan, as amended.

          5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

          23.1    Consent of Independent Accountants.

          23.2    Consent of Independent Auditors.

          23.3 Consent of Counsel (contained in Exhibit 5.1).

          24.1 Power of Attorney (see page II-4).

Item 9.  Undertakings.

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


<PAGE>


          (4) 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.

          (5)  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
Exchange  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 Exchange Act
and will be governed by the final adjudication of such issue.


<PAGE>


                                   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 San Jose, State of California,  on this 19th
day of May, 1999.

                             MICRO LINEAR CORPORATION


                             By: /s/ David Gellatly
                                 ------------------- 
                                 David Gellatly
                                 President and Chief Executive Officer


                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below hereby  constitutes  and appoints David Gellatly and J. Philip
Russell, and each of them acting individually,  as his or her  attorney-in-fact,
each with full power of substitution,  for him or her in any and all capacities,
to sign any and all amendments to this  Registration  Statement on Form S-8, and
to file the same,  with  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 any substitute, 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  on May  19,  1999 by the  following
persons in the capacities indicated:


   Signature                                                Title

/s/ David Gellatly                            Director, Chief Executive Officer 
-----------------------                       and President (Principal
David Gellatly                                Executive Officer)

/s/ J. Philip Russell                         Chief Financial Officer (Principal
-----------------------                       Financial and Accounting
J. Philip Russell                             Officer

/s/ Joseph D. Rizzi                           Director
----------------------
Joseph D. Rizzi


/s/ Roger A. Smullen                          Director
----------------------
Roger A. Smullen

/s/ Jeffrey D. West                           Director
----------------------
Jeffrey D. West

/s/ William B. Pohlman                        Director
----------------------
William B. Pohlman


<PAGE>

                            MICRO LINEAR CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


Exhibit
 Number                      Description                                      

     4.1          1991 Stock Option Plan, as amended.

     4.2          1998 Nonstatutory Stock Option Plan, as amended.

     5.1          Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

    23.1          Consent of Independent Accountants.

    23.2          Consent of Independent Auditors.

    23.3          Consent of Counsel (contained in Exhibit 5.1).

    24.1          Power of Attorney (see page II-4).
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MICRO LINEAR FORM S-8", "secsgml_size_bytes": 15161}]
{"company-data": {"conformed-name": "MICRO LINEAR CORP /CA/", "cik": "0000875359", "assigned-sic": "3674", "irs-number": "942910085", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78753", "film-number": "99630309"}, "business-address": {"street1": "2092 CONCOURSE DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084335200"}, "mail-address": {"street1": "2092 CONCOURSE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on May 19, 1999
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

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

                              --------------------

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

                   DELAWARE                               94-2910085      
           (State of Incorporation)                   (I.R.S. Employer
                                                     Identification No.)

                              2092 Concourse Drive
                           San Jose, California 95131
          (Address of Principal Executive Offices, including Zip Code)
                    ----------------------------------------

                             1991 Stock Option Plan
                       1998 Nonstatutory Stock Option Plan
                            (Full title of the plans)
                              --------------------

                                 David Gellatly
                      President and Chief Executive Officer
                            MICRO LINEAR CORPORATION
                              2092 Concourse Drive
                           San Jose, California 95131
                                 (408) 433-5200
            (Name, address and telephone number of agent for service)
                              --------------------

                                    Copy to:
                              J. Robert Suffoletta
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              --------------------
CALCULATION OF REGISTRATION FEE

-------------------------------------------- -------------------- ------------------ ---------------------- ----------------
                                                                  Proposed Maximum     Proposed Maximum        Amount of
          Title of Securities to                Amount to be       Offering Price     Aggregate Offering     Registration
               be Registered                     Registered        Per Shares (1)          Price (1)              Fee
-------------------------------------------- -------------------- ------------------ ---------------------- ----------------
Common  Stock,  $0.001  par  value,  to  be              588,720      $3.0625             $1,802,955         $501.22
issued under the 1991 Stock Option Plan
Common  Stock,  $0.001  par  value,  to  be              400,000      $3.0625             $1,225,000         $340.55
issued  under the 1998  Nonstatutory  Stock
Option Plan
                                     TOTAL:              988,720                          $3,027,955         $841.77
-------------------------------------------- -------------------- ------------------ ---------------------- ----------------
(1) The Proposed Maximum Offering Price Per Share was estimated pursuant to Rule
457 under the Securities  Act of 1933, as amended (the  "Securities  Act").  The
price per share was determined by reference to the average  between the high and
low price of the Common Stock as reported in the Nasdaq  National  Market on May
19, 1999.
REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation of Documents by Reference.

          The following  documents  and  information  previously  filed with the
Securities  and  Exchange   Commission  (the   "Commission")   by  Micro  Linear
Corporation  (the  "Company")  are  hereby  incorporated  by  reference  in this
Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31, 1998 filed  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

     (c) The description of the Company's common stock which is contained in the
Company's  Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Exchange Act, and any  description of any securities of the
Registrant which is contained in any registration statement filed after the date
hereof under Section 12 of the Exchange  Act,  including any amendment or report
filed for the purpose of updating any such description.

     (d) The description of the Company's  preferred share purchase rights which
is contained in the Company's  Registration Statement on Form 8-A filed with the
Commission  pursuant to Section 12 of the Exchange Act, and any  description  of
any  securities  of the  Registrant  which  is  contained  in  any  registration
statement  filed after the date hereof  under  Section 12 of the  Exchange  Act,
including  any  amendment  or report  filed for the purpose of updating any such
description.
          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  registered 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 of 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.

          The Company's  Certificate  of  Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally  liable for monetary  damages
for breach of their fiduciary duties as directors,  except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve  intentional  misconduct or
knowing  violation of law, (iii) for unlawful  payments or dividends or unlawful
stock  repurchases or redemptions  as provided  Section 174 of Delaware  General
Corporation  Law or (iv) for  transactions  from which the  director  derived an
improper personal benefit.

          The  Company's  Bylaws  provide that the Company  shall  indemnify its
officers and  directors  and may indemnify its employees and other agents to the
fullest extent  provided by Delaware law,  including those  circumstances  where
indemnification would otherwise be discretionary under Delaware law. The Company
believes that indemnification under its Bylaws covers at least negligence on the
part of indemnified  parties.  The Bylaws  authorize the use of  indemnification
agreements  and the Company has entered  into such  agreements  with each of its
directors and officers.

          The Company  carries  officer and director  liability  insurance  with
respect to certain matters, including matters arising under the Securities Act.

          Delaware Law does not permit a  corporation  to eliminate a director's
duty of care, and the provisions of the Company's  Certificate of  Incorporation
have no effect on the  availability of equitable  remedies such as injunction or
rescission,  based  upon a  director's  breach of the duty of care.  Insofar  as
indemnification  for liabilities arising under the Exchange Act may be permitted
to foregoing  provisions and  agreements,  the Company has been informed that in
the  opinion  of the staff of the  Commission  such  indemnification  is against
public policy as expressed in the Exchange Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

 Not applicable.

Item 8.  Exhibits.

     Exhibit
     Number                         Description                    

          4.1     1991 Stock Option Plan, as amended.

          4.2     1998 Nonstatutory Stock Option Plan, as amended.

          5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

          23.1    Consent of Independent Accountants.

          23.2    Consent of Independent Auditors.

          23.3 Consent of Counsel (contained in Exhibit 5.1).

          24.1 Power of Attorney (see page II-4).

Item 9.  Undertakings.

 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, 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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) 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.

          (5)  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
Exchange  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 Exchange 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 San Jose, State of California,  on this 19th
day of May, 1999.

                             MICRO LINEAR CORPORATION

                             By: /s/ David Gellatly
                                 ------------------- 
                                 David Gellatly
                                 President and Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below hereby  constitutes  and appoints David Gellatly and J. Philip
Russell, and each of them acting individually,  as his or her  attorney-in-fact,
each with full power of substitution,  for him or her in any and all capacities,
to sign any and all amendments to this  Registration  Statement on Form S-8, and
to file the same,  with  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 any substitute, 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  on May  19,  1999 by the  following
persons in the capacities indicated:

   Signature                                                Title

/s/ David Gellatly                            Director, Chief Executive Officer 
-----------------------                       and President (Principal
David Gellatly                                Executive Officer)

/s/ J. Philip Russell                         Chief Financial Officer (Principal
-----------------------                       Financial and Accounting
J. Philip Russell                             Officer

/s/ Joseph D. Rizzi                           Director
----------------------
Joseph D. Rizzi

/s/ Roger A. Smullen                          Director
----------------------
Roger A. Smullen

/s/ Jeffrey D. West                           Director
----------------------
Jeffrey D. West

/s/ William B. Pohlman                        Director
----------------------
William B. Pohlman
MICRO LINEAR CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
 Number                      Description                                      

     4.1          1991 Stock Option Plan, as amended.

     4.2          1998 Nonstatutory Stock Option Plan, as amended.

     5.1          Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

    23.1          Consent of Independent Accountants.

    23.2          Consent of Independent Auditors.

    23.3          Consent of Counsel (contained in Exhibit 5.1).

    24.1          Power of Attorney (see page II-4).