As filed with the Securities and Exchange Commission on June 3, 1998
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         94-2925073
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                              105-8555 Baxter Place
                        Burnaby, British Columbia V5A 4V7
                                     Canada
                    (Address of principal executive offices)

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                  (800)677-3394
            (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

<TABLE>
<CAPTION>
                                                 Proposed           Proposed
         Title of                                Maximum             Maximum             Amount
        Securities             Amount             Offering          Aggregate              of
          to be                to be             Price Per          Offering          Registration
        Registered           Registered            Share(1)          Price(1)              Fee
------------------------ -------------------- ----------------  ------------------- -----------------

<S>                         <C>                    <C>              <C>                  <C>
Common Stock............    1,100,000 shs(2)       $38.53           $42,383,000          $12,502.99

Common Stock............      250,000 shs(3)       $38.53           $ 9,632,500          $ 2,841.59
<FN>

(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 June 1, 1998, as reported on the Nasdaq National Market.

(2)   Shares to be reserved under the 1994 Incentive Stock Plan

(3)   Shares to be reserved under the 1991 Employee Stock Purchase Plan
</FN>
</TABLE>


                       STATEMENT UNDER GENERAL INSTRUCTION

      The contents of the Registration's Form S-8 Registration  Statements (File
No.  33-80992,  33-94790,  333- 13359 and  333-34671)  with  respect to the 1994
Incentive Stock Plan, and Form S-8  Registration  Statements (File No. 33-41027,
33-80988 and  333-13387)  with respect to the 1991 Employee Stock Purchase Plan,
are incorporated by reference into this Registration Statement,  except for Part
II, Item 4, 6 and 9.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 4.      Description of Securities.
             --------------------------

      The authorized  capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $0.001,  and 5,000,000 shares of Preferred Stock, par
value $0.001.

      The  following  summary of  certain  provisions  of the  Common  Stock and
Preferred Stock does not purport to be complete  though the Company  believes it
contains all the material  provisions,  and is subject to, and  qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation and by
the provisions of applicable law.

      Common Stock

      The  Company's  Common  Stock is  registered  under  Section  12(g) of the
Exchange Act.  Subject to preferences  that may be applicable to any outstanding
Preferred  Stock which may be issued in the future,  the holders of Common Stock
are entitled to receive ratably such non-cumulative dividends, if any, as may be
declared  from  time to time by the  Board of  Directors  out of  funds  legally
available  therefor.  The Common Stock has no preemptive or conversion rights or
other  subscription  rights.  There are no redemption or sinking fund provisions
available to the Common  Stock.  The holders of Common Stock are entitled to one
vote per share on all matters to be voted upon by the stockholders,  except that
stockholders  may,  in  accordance  with  Section  214 of the  Delaware  General
Corporation Law, cumulate their votes in the election of directors. In the event
of liquidation,  dissolution or winding up of the Company, the holders of Common
Stock are entitled to share  ratably in all assets  remaining  after  payment of
liabilities,  subject to  liquidation  preferences,  if any, of Preferred  Stock
which may be issued in the future.  All  outstanding  shares of Common Stock are
fully paid and non-assessable.

      Preferred Stock

      Pursuant  to the  Company's  Certificate  of  Incorporation,  the Board of
Directors of the Company has the  authority  to issue up to 5,000,000  shares of
Preferred  Stock  in  one  or  more  series,  to fix  the  rights,  preferences,
privileges  and  restrictions  granted  to or imposed  upon any wholly  unissued
series of  Preferred  Stock,  and to fix the number of shares  constituting  any
series and the  designations of such series,  without any further vote or action
by the  stockholders.  Such issued  Preferred Stock could  adversely  effect the
voting  power and other rights of the holders of Common  Stock.  The issuance of
Preferred Stock may also have the effect of delaying,  deferring or preventing a
change in control of the Company. At present, there are no outstanding shares of
Rights of Holders of Special Shares of PMC-Sierra, Inc.

      Rights of Holders of Special Shares of PMC-Sierra, Inc.

      The Special Shares of PMC-Sierra,  Inc. are redeemable for Common Stock of
the Company. Special Shares do not have voting rights in the Company, but in all
other  respects  they  represent the economic and  functional  equivalent of the
Common  Stock of the Company for which they can be  redeemed.  Under  applicable
law,  each class of Special  Shares  will have  class  voting  rights in certain
circumstances  with respect to transactions  that effect the rights of the class
and for  certain  extraordinary  corporate  transactions.  Two kinds of  Special
Shares are outstanding: A Special Shares and B Special Shares.


<PAGE>

      Delaware Law

      Section  203 of the  Delaware  General  Corporation  Law,  from  which the
Company has not opted out in its Certificate of Incorporation, restricts certain
"business combinations" with "interested stockholders" for three years following
the date that a person or entity becomes an interested  stockholder,  unless the
Company's Board of Directors  approves the business  combination  and/or certain
other requirements are met.

Item 6.      Indemnification of Directors and Officers.
             ------------------------------------------

      Section 145 of the Delaware  General  Corporation  Law generally  provides
that a  corporation  is empowered to indemnify any person who is made a party to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or  was  serving,  at  the  request  of the  corporation,  in any of  such
capacities  of  another  corporation  or  other  enterprise,  if such  director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
the Registrant to indemnify any such person.

      The  Registrant's  Certificate  of  Incorporation  eliminates  in  certain
circumstances  the liability of directors of the Registrant for monetary damages
for  breach  of their  fiduciary  duty as  directors.  This  provision  does not
eliminate the liability of a director (i) for breach of the  director's  duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions by the
director not in good faith or which involve intentional  misconduct or a knowing
violation  of law,  (iii) for willful or  negligent  declaration  of an unlawful
dividend,  stock purchase or redemption or (iv) for transactions  from which the
director derived an improper personal benefit.

      The Registrant's  Certificate of Incorporation also provides generally for
indemnification  of all directors and officers of the  Registrant to the fullest
extent permitted by the General  Corporation Law of the State of Delaware.  Such
right to  indemnification  shall be deemed to be a contract  right and  includes
generally  the  right to be paid by the  Registrant  the  expenses  incurred  in
defending  any  proceeding  covered  by this  provision  in advance of its final
disposition.  Individuals who are entitled to indemnification  may bring suit to
seek recovery of amounts due under the foregoing  provisions  and to recover the
expenses of such suit if successful.

      The Registrant has entered into indemnification  agreements to such effect
with its officers and directors containing provisions which are in some respects
broader than the specific  indemnification  provisions  contained in the General
Corporation  Law of Delaware.  The  indemnification  agreements  may require the
Company,  among other things,  to indemnify such officers and directors  against
certain  liabilities  that may  arise by reason of their  status or  service  as
directors or officers (other than liabilities arising from willful misconduct of
a culpable  nature) and to advance  their  expenses  incurred as a result of any
proceeding against them as to which they could be indemnified.

      The  Registrant  believes that it is the position of the  Commission  that
insofar as the  foregoing  provisions  may be invoked to disclaim  liability for
damages  arising under the  Securities  Act, such  provisions are against public
policy as expressed in the Security Act and are therefore unenforceable.


<PAGE>



      The Registrant  currently maintains an officers' and directors'  liability
insurance policy which covers,  subject to the exclusions and limitations of the
policy,  officers and directors of the Registrant  against  certain  liabilities
which may be incurred by them solely in such capacities.

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 Delaware General Corporation Law, the Certificate
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 Burnaby, British Columbia, Canada, on this 1st day of
June, 1998.

                                     PMC-SIERRA, INC.

                                     By: /S/ROBERT L. BAILEY
                                         -------------------------------------
                                         Robert L. Bailey, President 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,  Robert
L. Bailey and John W.  Sullivan  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
     ---------                           -----                          ----
/S/ROBERT L. BAILEY       President, Chief Executive Officer and    June 1, 1998
-------------------       Director (Principal Executive Officer)
(Robert L. Bailey)

/S/JOHN W. SULLIVAN       Vice President of Finance and Chief       June 1, 1998
-------------------       Financial Officer (Principal Financial
(John W. Sullivan)        and Accounting Officer)

/S/JAMES V. DILLER        Chairman of the Board of Directors        June 1, 1998
------------------
(James V. Diller)

/s/ALEXANDRE BALKANSKI    Director                                  June 1, 1998
----------------------
(Alexandre Balkanski)

/S/FRANK J. MARSHALL      Director                                  May 30, 1998
-------------------
(Frank J. Marshall)

/S/L. COLIN BEAUMONT      Director                                  May 30, 1998
-------------------
(L. Colin Beaumont)


<PAGE>



                                  EXHIBIT INDEX




Exhibit
Number                              Exhibit


  5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

 23.1      Consent of Deloitte & Touche, Independent Auditors

 23.2      Consent of Ernst & Young LLP, Independent Auditors

 23.3      Consent of Counsel (Contained in Exhibit 5.1 above)

 24.1      Power of Attorney (see page II-3)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - PMC-SIERRA, INC.", "secsgml_size_bytes": 18105}]
{"company-data": {"conformed-name": "PMC SIERRA INC", "cik": "0000767920", "assigned-sic": "3674", "irs-number": "942925073", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55991", "film-number": "98642177"}, "business-address": {"street1": "8555 BAXTER PLACE SUITE 105", "street2": "BURABURY BRITISH COLUMBIA", "city": "CANADA V5A 4V7", "state": "A1", "zip": "00000", "phone": "6044156000"}, "mail-address": {"street1": "8555 BAXTER PLACE STE 105", "street2": "BURABURY BRITISH COLUMBIA", "city": "CANADA V5A 4V7", "state": "A1", "zip": "00000"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on June 3, 1998
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         94-2925073
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              105-8555 Baxter Place
                        Burnaby, British Columbia V5A 4V7
                                     Canada
                    (Address of principal executive offices)

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                  (800)677-3394
            (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
Proposed           Proposed
         Title of                                Maximum             Maximum             Amount
        Securities             Amount             Offering          Aggregate              of
          to be                to be             Price Per          Offering          Registration
        Registered           Registered            Share(1)          Price(1)              Fee
------------------------ -------------------- ----------------  ------------------- -----------------
Common Stock............    1,100,000 shs(2)       $38.53           $42,383,000          $12,502.99

Common Stock............      250,000 shs(3)       $38.53           $ 9,632,500          $ 2,841.59
(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 June 1, 1998, as reported on the Nasdaq National Market.

(2)   Shares to be reserved under the 1994 Incentive Stock Plan

(3)   Shares to be reserved under the 1991 Employee Stock Purchase Plan
STATEMENT UNDER GENERAL INSTRUCTION

      The contents of the Registration's Form S-8 Registration  Statements (File
No.  33-80992,  33-94790,  333- 13359 and  333-34671)  with  respect to the 1994
Incentive Stock Plan, and Form S-8  Registration  Statements (File No. 33-41027,
33-80988 and  333-13387)  with respect to the 1991 Employee Stock Purchase Plan,
are incorporated by reference into this Registration Statement,  except for Part
II, Item 4, 6 and 9.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 4.      Description of Securities.
             --------------------------

      The authorized  capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $0.001,  and 5,000,000 shares of Preferred Stock, par
value $0.001.

      The  following  summary of  certain  provisions  of the  Common  Stock and
Preferred Stock does not purport to be complete  though the Company  believes it
contains all the material  provisions,  and is subject to, and  qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation and by
the provisions of applicable law.

      Common Stock

      The  Company's  Common  Stock is  registered  under  Section  12(g) of the
Exchange Act.  Subject to preferences  that may be applicable to any outstanding
Preferred  Stock which may be issued in the future,  the holders of Common Stock
are entitled to receive ratably such non-cumulative dividends, if any, as may be
declared  from  time to time by the  Board of  Directors  out of  funds  legally
available  therefor.  The Common Stock has no preemptive or conversion rights or
other  subscription  rights.  There are no redemption or sinking fund provisions
available to the Common  Stock.  The holders of Common Stock are entitled to one
vote per share on all matters to be voted upon by the stockholders,  except that
stockholders  may,  in  accordance  with  Section  214 of the  Delaware  General
Corporation Law, cumulate their votes in the election of directors. In the event
of liquidation,  dissolution or winding up of the Company, the holders of Common
Stock are entitled to share  ratably in all assets  remaining  after  payment of
liabilities,  subject to  liquidation  preferences,  if any, of Preferred  Stock
which may be issued in the future.  All  outstanding  shares of Common Stock are
fully paid and non-assessable.

      Preferred Stock

      Pursuant  to the  Company's  Certificate  of  Incorporation,  the Board of
Directors of the Company has the  authority  to issue up to 5,000,000  shares of
Preferred  Stock  in  one  or  more  series,  to fix  the  rights,  preferences,
privileges  and  restrictions  granted  to or imposed  upon any wholly  unissued
series of  Preferred  Stock,  and to fix the number of shares  constituting  any
series and the  designations of such series,  without any further vote or action
by the  stockholders.  Such issued  Preferred Stock could  adversely  effect the
voting  power and other rights of the holders of Common  Stock.  The issuance of
Preferred Stock may also have the effect of delaying,  deferring or preventing a
change in control of the Company. At present, there are no outstanding shares of
Rights of Holders of Special Shares of PMC-Sierra, Inc.

      Rights of Holders of Special Shares of PMC-Sierra, Inc.

      The Special Shares of PMC-Sierra,  Inc. are redeemable for Common Stock of
the Company. Special Shares do not have voting rights in the Company, but in all
other  respects  they  represent the economic and  functional  equivalent of the
Common  Stock of the Company for which they can be  redeemed.  Under  applicable
law,  each class of Special  Shares  will have  class  voting  rights in certain
circumstances  with respect to transactions  that effect the rights of the class
and for  certain  extraordinary  corporate  transactions.  Two kinds of  Special
Shares are outstanding: A Special Shares and B Special Shares.
Delaware Law

      Section  203 of the  Delaware  General  Corporation  Law,  from  which the
Company has not opted out in its Certificate of Incorporation, restricts certain
"business combinations" with "interested stockholders" for three years following
the date that a person or entity becomes an interested  stockholder,  unless the
Company's Board of Directors  approves the business  combination  and/or certain
other requirements are met.

Item 6.      Indemnification of Directors and Officers.
             ------------------------------------------

      Section 145 of the Delaware  General  Corporation  Law generally  provides
that a  corporation  is empowered to indemnify any person who is made a party to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or  was  serving,  at  the  request  of the  corporation,  in any of  such
capacities  of  another  corporation  or  other  enterprise,  if such  director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
the Registrant to indemnify any such person.

      The  Registrant's  Certificate  of  Incorporation  eliminates  in  certain
circumstances  the liability of directors of the Registrant for monetary damages
for  breach  of their  fiduciary  duty as  directors.  This  provision  does not
eliminate the liability of a director (i) for breach of the  director's  duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions by the
director not in good faith or which involve intentional  misconduct or a knowing
violation  of law,  (iii) for willful or  negligent  declaration  of an unlawful
dividend,  stock purchase or redemption or (iv) for transactions  from which the
director derived an improper personal benefit.

      The Registrant's  Certificate of Incorporation also provides generally for
indemnification  of all directors and officers of the  Registrant to the fullest
extent permitted by the General  Corporation Law of the State of Delaware.  Such
right to  indemnification  shall be deemed to be a contract  right and  includes
generally  the  right to be paid by the  Registrant  the  expenses  incurred  in
defending  any  proceeding  covered  by this  provision  in advance of its final
disposition.  Individuals who are entitled to indemnification  may bring suit to
seek recovery of amounts due under the foregoing  provisions  and to recover the
expenses of such suit if successful.

      The Registrant has entered into indemnification  agreements to such effect
with its officers and directors containing provisions which are in some respects
broader than the specific  indemnification  provisions  contained in the General
Corporation  Law of Delaware.  The  indemnification  agreements  may require the
Company,  among other things,  to indemnify such officers and directors  against
certain  liabilities  that may  arise by reason of their  status or  service  as
directors or officers (other than liabilities arising from willful misconduct of
a culpable  nature) and to advance  their  expenses  incurred as a result of any
proceeding against them as to which they could be indemnified.

      The  Registrant  believes that it is the position of the  Commission  that
insofar as the  foregoing  provisions  may be invoked to disclaim  liability for
damages  arising under the  Securities  Act, such  provisions are against public
policy as expressed in the Security Act and are therefore unenforceable.
The Registrant  currently maintains an officers' and directors'  liability
insurance policy which covers,  subject to the exclusions and limitations of the
policy,  officers and directors of the Registrant  against  certain  liabilities
which may be incurred by them solely in such capacities.

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 Delaware General Corporation Law, the Certificate
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 Burnaby, British Columbia, Canada, on this 1st day of
June, 1998.

                                     PMC-SIERRA, INC.

                                     By: /S/ROBERT L. BAILEY
                                         -------------------------------------
                                         Robert L. Bailey, President 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,  Robert
L. Bailey and John W.  Sullivan  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
     ---------                           -----                          ----
/S/ROBERT L. BAILEY       President, Chief Executive Officer and    June 1, 1998
-------------------       Director (Principal Executive Officer)
(Robert L. Bailey)

/S/JOHN W. SULLIVAN       Vice President of Finance and Chief       June 1, 1998
-------------------       Financial Officer (Principal Financial
(John W. Sullivan)        and Accounting Officer)

/S/JAMES V. DILLER        Chairman of the Board of Directors        June 1, 1998
------------------
(James V. Diller)

/s/ALEXANDRE BALKANSKI    Director                                  June 1, 1998
----------------------
(Alexandre Balkanski)

/S/FRANK J. MARSHALL      Director                                  May 30, 1998
-------------------
(Frank J. Marshall)

/S/L. COLIN BEAUMONT      Director                                  May 30, 1998
-------------------
(L. Colin Beaumont)
EXHIBIT INDEX

Exhibit
Number                              Exhibit

  5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

 23.1      Consent of Deloitte & Touche, Independent Auditors

 23.2      Consent of Ernst & Young LLP, Independent Auditors

 23.3      Consent of Counsel (Contained in Exhibit 5.1 above)

 24.1      Power of Attorney (see page II-3)