As filed with the Securities and Exchange Commission on June 6,
1995
                                      Registration No. 33-_____
                                                                  
   
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549
                              ______________

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

                           LSI LOGIC CORPORATION
            (Exact name of issuer as specified in its charter)

DELAWARE                              94-2712976
(State of Incorporation)           (I.R.S. Employer  
                                   Identification No.)

                 1551 McCarthy Boulevard
                Milpitas, California  95035
             (Address of Principal Executive Offices)

                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the Plan)

                        David E. Sanders
                   Vice President, General Counsel
                      LSI LOGIC CORPORATION
       1551 McCarthy Boulevard, Milpitas, California  95035  
                          (408)433-8000
   (Name, address and telephone number of agent for service)


                      CALCULATION OF REGISTRATION FEE
                                                                  
                                                           
Title of                 Proposed         Proposed
Securities    Amount     Maximum          Maximum     Amount of
to be         to be      Offering         Aggregate  Registration
Registered   Registered  Price Per Unit*  Offering        Fee
                                          Price*
Common       750,000     $69.13         $51,847,500   $17,879.00
Stock        Shares

*Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $69.13 per
share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange, Inc. on June 1,
1995.
                                  Part II
                       INFORMATION REQUIRED IN THE 
                          REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission:

          (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1995 filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act");

          (b)  The Company's definitive proxy statement dated
March 27, 1995, in connection with the Company's Annual Meeting
of Stockholders held May 12, 1995 filed pursuant to Section 14,
of the 1934 Act;

          (c)  The Company's Quarterly Report on Form 10-Q for
the quarter ended April 2, 1995 filed pursuant to Section 13 of
the 1934 Act;

          (d)  The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed on August 29, 1989, pursuant to Section 12(b) of the 1934
Act;

          (e)  The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration Statement
on Form 8-A filed on November 21, 1988, pursuant to Section 12(g)
of the 1934 Act.

          All documents filed by the Company pursuant to Sections
13(a) and (c), 14 and 15(d) of the 1934 Act on or after the date
of this Registration Statement and 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 145 of the Delaware General Corporation Law
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 of 1933. 
Section 11 of the Certificate of Incorporation and Article VI of
the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the Delaware General
Corporation Law.  Persons covered by these indemnification
provisions include current and former directors, officers,
employees and other agents of the Company, as well as persons,
who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.  In addition,
the Company has entered into indemnification agreements with its
directors and officers pursuant to which the Company has agreed
to indemnify such individuals and to advance expenses incurred
in defending any action or proceeding to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit
Number 
3.1       Restated Certificate of Incorporation of the Company
          filed May 4, 1987 as amended May 12, 1995.

4.1       Employee Stock Purchase Plan

4.2(1)    Stockholder Rights Plan dated November 16, 1988.

5.1       Opinion of Counsel as to legality of securities being
          registered.

23.1      Consent of Independent Accountants.

23.2      Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1      Power of Attorney (see page 6).

__________________________
(1)  Incorporated by reference to exhibits filed with the
Company's Form 8-A filed on November 21, 1988.

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 of 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, 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.

          (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the Delaware General Corporation Law, the By-Law provisions,
Section 11 of the Certificate of Incorporation of the registrant
and the indemnification agreements described above in Item 6, 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 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
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 hereunder, 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 of whether such indemnification by it is against public
policy as expressed in the 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, LSI Logic Corporation, a corporation organized and
existing under the laws of the State of Delaware, certifies that
it has reasonable ground 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 Milpitas,
State of California, on this 1st day of June, 1995.

                                 LSI LOGIC CORPORATION

                                  By: /s/  Albert A. Pimentel     
                                 Albert A. Pimentel
                                 Senior Vice President, Finance 
                                 and Chief Financial Officer

                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wilfred J.
Corrigan and Albert A. Pimentel, jointly and severally, 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, 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 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       
/s/Wilfred J. Corrigan   Chief Executive Officer and
(Wilfred J. Corrigan)    Chairman of the Board of
                         Directors (Principal
                         Executive Officer)          June 1, 1995

       
/s/ Albert A. Pimentel   Senior Vice President,
(Albert A. Pimentel)     Finance and Chief Financial
                         Officer (Principal Financial
                         and Accounting Officer)     June 1, 1995


/s/ T.Z. Chu                         
(T.Z. Chu)               Director                    June 1, 1995

/s/ Malcolm R. Currie    Director                    June 1, 1995
(Malcolm R. Currie)

/s/ James H. Keyes       Director                    June 1, 1995
(James H. Keyes)

/s/ R. Douglas Norby     Director                    June 1, 1995
(R. Douglas Norby)



                               EXHIBIT INDEX

Exhibit
Number           Description
 
 3.1             Restated Certificate of Incorporation of the
                 Company filed May 4,1987 as amended May 12, 1995

 4.1             Employee Stock Purchase Plan

 5.1             Opinion of Counsel as to legality of
                 securities being registered

23.1             Consent of Independent Accountants

23.2             Consent of Counsel

24.1             Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12041}]
{"company-data": {"conformed-name": "LSI LOGIC CORP", "cik": "0000703360", "assigned-sic": "3674", "irs-number": "942712976", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59985", "film-number": "95545260"}, "business-address": {"street1": "1551 MCCARTHY BLVD", "street2": "MS D 106", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084334039"}, "mail-address": {"street1": "1551 MCCARTHY BLVD", "street2": "MS D 106", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on June 6,
1995
                                      Registration No. 33-_____
                                                                  
   
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549
                              ______________

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

                           LSI LOGIC CORPORATION
            (Exact name of issuer as specified in its charter)

DELAWARE                              94-2712976
(State of Incorporation)           (I.R.S. Employer  
                                   Identification No.)

                 1551 McCarthy Boulevard
                Milpitas, California  95035
             (Address of Principal Executive Offices)

                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the Plan)

                        David E. Sanders
                   Vice President, General Counsel
                      LSI LOGIC CORPORATION
       1551 McCarthy Boulevard, Milpitas, California  95035  
                          (408)433-8000
   (Name, address and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
                                                                  
                                                           
Title of                 Proposed         Proposed
Securities    Amount     Maximum          Maximum     Amount of
to be         to be      Offering         Aggregate  Registration
Registered   Registered  Price Per Unit*  Offering        Fee
                                          Price*
Common       750,000     $69.13         $51,847,500   $17,879.00
Stock        Shares

*Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $69.13 per
share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange, Inc. on June 1,
1995.
                                  Part II
                       INFORMATION REQUIRED IN THE 
                          REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission:

          (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1995 filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act");

          (b)  The Company's definitive proxy statement dated
March 27, 1995, in connection with the Company's Annual Meeting
of Stockholders held May 12, 1995 filed pursuant to Section 14,
of the 1934 Act;

          (c)  The Company's Quarterly Report on Form 10-Q for
the quarter ended April 2, 1995 filed pursuant to Section 13 of
the 1934 Act;

          (d)  The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed on August 29, 1989, pursuant to Section 12(b) of the 1934
Act;

          (e)  The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration Statement
on Form 8-A filed on November 21, 1988, pursuant to Section 12(g)
of the 1934 Act.

          All documents filed by the Company pursuant to Sections
13(a) and (c), 14 and 15(d) of the 1934 Act on or after the date
of this Registration Statement and 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 145 of the Delaware General Corporation Law
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 of 1933. 
Section 11 of the Certificate of Incorporation and Article VI of
the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the Delaware General
Corporation Law.  Persons covered by these indemnification
provisions include current and former directors, officers,
employees and other agents of the Company, as well as persons,
who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.  In addition,
the Company has entered into indemnification agreements with its
directors and officers pursuant to which the Company has agreed
to indemnify such individuals and to advance expenses incurred
in defending any action or proceeding to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit
Number 
3.1       Restated Certificate of Incorporation of the Company
          filed May 4, 1987 as amended May 12, 1995.

4.1       Employee Stock Purchase Plan

4.2(1)    Stockholder Rights Plan dated November 16, 1988.

5.1       Opinion of Counsel as to legality of securities being
          registered.

23.1      Consent of Independent Accountants.

23.2      Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1      Power of Attorney (see page 6).

__________________________
(1)  Incorporated by reference to exhibits filed with the
Company's Form 8-A filed on November 21, 1988.

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 of 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, 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.

          (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the Delaware General Corporation Law, the By-Law provisions,
Section 11 of the Certificate of Incorporation of the registrant
and the indemnification agreements described above in Item 6, 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 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
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 hereunder, 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 of whether such indemnification by it is against public
policy as expressed in the 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, LSI Logic Corporation, a corporation organized and
existing under the laws of the State of Delaware, certifies that
it has reasonable ground 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 Milpitas,
State of California, on this 1st day of June, 1995.

                                 LSI LOGIC CORPORATION

                                  By: /s/  Albert A. Pimentel     
                                 Albert A. Pimentel
                                 Senior Vice President, Finance 
                                 and Chief Financial Officer

                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wilfred J.
Corrigan and Albert A. Pimentel, jointly and severally, 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, 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 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       
/s/Wilfred J. Corrigan   Chief Executive Officer and
(Wilfred J. Corrigan)    Chairman of the Board of
                         Directors (Principal
                         Executive Officer)          June 1, 1995

       
/s/ Albert A. Pimentel   Senior Vice President,
(Albert A. Pimentel)     Finance and Chief Financial
                         Officer (Principal Financial
                         and Accounting Officer)     June 1, 1995

/s/ T.Z. Chu                         
(T.Z. Chu)               Director                    June 1, 1995

/s/ Malcolm R. Currie    Director                    June 1, 1995
(Malcolm R. Currie)

/s/ James H. Keyes       Director                    June 1, 1995
(James H. Keyes)

/s/ R. Douglas Norby     Director                    June 1, 1995
(R. Douglas Norby)

                               EXHIBIT INDEX

Exhibit
Number           Description
 
 3.1             Restated Certificate of Incorporation of the
                 Company filed May 4,1987 as amended May 12, 1995

 4.1             Employee Stock Purchase Plan

 5.1             Opinion of Counsel as to legality of
                 securities being registered

23.1             Consent of Independent Accountants

23.2             Consent of Counsel

24.1             Power of Attorney