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)

                        1991 EMPLOYEE STOCK PURCHASE 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..... 240,000 shs    $12.25         $2,940,000       $1,013.79
--------------------------------------------------------------------------------


(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.


                      STATEMENT UNDER GENERAL INSTRUCTION E

 The contents  of  the  Registrant's Form S-8 Registration Statements, (File No.
33-41027  and  33-80988)  are incorporated  by reference into this Registration 
Statement.







<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, Richard
J.  Koeltl  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)                                                           

                      Director                                
------------------
(Richard J. Koeltl )                                                           


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


<PAGE>


                                  EXHIBIT INDEX



     Exhibit                                  Exhibit              Sequentially
     Number                                                          Numbered
                                                                       Page


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

      23.1         Consent of Independent Auditors

      23.2         Consent of Counsel (Contained in Exhibit 5.1 above)

      24.1         Power of Attorney (Contained in Signature Page to
                   Registration Statement)

<PAGE>





                                                              September 30, 1996




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

         Re:  Registration Statement on Form S-8

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 240,000 shares of your Common Stock (the
"Shares"),  to be issued  pursuant to the 1991 Employee Stock Purchase Plan (the
"1991  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 1991 Plan.

         It is our opinion that, when issued and sold in the manner described in
the 1991 Plan and pursuant to the  agreements  which  accompany each grant under
the 1991 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 1991 Employee  Stock  Purchase Plan of our report
dated January 17, 1996, 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 1991 ESPP", "secsgml_size_bytes": 9155}]
{"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": "333-13387", "film-number": "96639016"}, "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)

                        1991 EMPLOYEE STOCK PURCHASE 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..... 240,000 shs    $12.25         $2,940,000       $1,013.79
--------------------------------------------------------------------------------

(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.

                      STATEMENT UNDER GENERAL INSTRUCTION E

 The contents  of  the  Registrant's Form S-8 Registration Statements, (File No.
33-41027  and  33-80988)  are incorporated  by reference into this Registration 
Statement.
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, Richard
J.  Koeltl  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)                                                           

                      Director                                
------------------
(Richard J. Koeltl )                                                           

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

     Exhibit                                  Exhibit              Sequentially
     Number                                                          Numbered
                                                                       Page

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

      23.1         Consent of Independent Auditors

      23.2         Consent of Counsel (Contained in Exhibit 5.1 above)

      24.1         Power of Attorney (Contained in Signature Page to
                   Registration Statement)
September 30, 1996

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

         Re:  Registration Statement on Form S-8

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 240,000 shares of your Common Stock (the
"Shares"),  to be issued  pursuant to the 1991 Employee Stock Purchase Plan (the
"1991  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 1991 Plan.

         It is our opinion that, when issued and sold in the manner described in
the 1991 Plan and pursuant to the  agreements  which  accompany each grant under
the 1991 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 1991 Employee  Stock  Purchase Plan of our report
dated January 17, 1996, 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