As filed with the Securities and Exchange Commission
                                 on December 18, 1997
                          Registration No. 33-__________

                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.  20549

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

                                     CIRRUS LOGIC, INC.
                  (Exact Name of Registrant as specified in its charter)

          California                                     77-0024818
    (State of Incorporation)                         (I.R.S. Employer
                                                 Identification Number)

                             3100 West Warren Avenue
                                Fremont, CA  94538
                                 (510) 623-8300
                         (Address, including zip code, of
                       Registrant's principal executive offices)

                            Amended 1996 Stock Plan
                 Amended 1989 Employee Stock Purchase Plan
                        (Full Titles of the Plans)

                            Ronald K. Shelton
                          Chief Financial Officer
                              CIRRUS LOGIC, INC.
                         3100 West Warren Avenue
                             Fremont, CA  94538
                                (510) 623-8300
          (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                              Michael J. Danaher, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                           Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 493-9300



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                Proposed         Proposed
     Title of                   Amount           Maximum          Maximum           Amount of
   Securities To                 To Be       Offering Price     Aggregate         Registration
    Be Registered            Registered         Per Share       Offering Price         Fee
<S>                         <C>             <C>                <C>               <C>
Common Stock, no par value

 - Upon exercise of    
   options and stock
   purchase rights under the
   Amended 1996 Stock Plan     2,000,000(1)   $12.09 (3)      $24,180,000 (3)      $7,327

 - Upon exercise of    
   options and stock
   purchase rights under
   Amended 1989 Employee
   Stock Purchase Plan         1,000,000(2)   $12.09 (3)      $12,090,000 (3)      $3,664


<FN>

(1)     The remaining 2,500,000 shares reserved for issuance under the Amended
1996 Stock Plan were registered under Registration Statement on Form S-8
numbered 333-16417 filed with the Commission on November 19, 1996.  Pursuant
to Rule 416(a), this Registration Statement shall also cover any additional
shares of the Registrat's common stock that becomes issuable under the Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the recapitalization of consideration that
increases the number of the Registrant's outstanding shares of Common Stock.

(2)     The remaining 3,400,000 shares reserved for issuance under the Amended
1989 Employee Stock Purchase Plan were registered under eight Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914, 33-53990,
33-71862, 33-83148, 33-65495 and 333-16417 filed with the Commission on
October 24, 1989, October 24, 1990, November 14, 1991, November 4, 1992,
November 17, 1993, August 22, 1994, December 28, 1995 and November 19, 1996,
respectively.  Pursuant to Rule 416(a), this Registration Statement shall
also cover any additionalshares of the Registrat's common stock that becomes
issuable under the Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
recapitalization of consideration that increases the number of the
Registrant's outstanding shares of Common Stock.

(3)     Estimated solely for the purpose of calculating the amount of
the registration fee required by Section 6(b) of the Securites Act and
computed pursuant to Rule 457(c)under the Securities Act on the basis of
the average of the high and low prices reported in the Nasdaq National
Market on December 16, 1997.

</TABLE>


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated 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 (the "Commission"):


        1.      The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated May 1, 1989, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose
of updating such description.


        2.      Registration Statements on Form S-8 numbered 33-31697,
33-37409, 33-43914, 33-47453, 33-53990, 33-60464, 33-71862, 33-83148,
33-65495 and 333-16417 filed with the Commission on October 24, 1989,
October 24, 1990, November 14, 1991, April 24, 1992, November 4, 1992,
April 2, 1993, November 17, 1993, August 22, 1994, December 28, 1995
and November 19, 1996, respectively.

        3.      The Company's Annual Report on Form 10-K for the year ended
March 29, 1997 filed pursuant to Section 13(a) of the Exchange Act.

        4.      The Company's Quarterly Report on Form 10-Q for the quarter
ended June 28, 1997 filed pursuant to Section 13 of the Exchange Act.

        5.      The Company's Quarterly Report on Form 10-Q for the quarter
ended September 27, 1997 filed pursuant to Section 13 of the Exchange Act.

        6.      The Company's Registration Statement on Form S-1/A filed with
the Commission on December 17, 1997.

        6.      All documents filed by the Company pursuant to Sections 13(a),  
13(c), 14 and 15(d) of the Exchange Act 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 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.

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").  Article IV of the  Company's Articles of Incorporation and Article VI
of the Bylaws of the Company provide for indemnification of certain agents to
the maximum extent permitted by the California Corporations Code.  Persons
covered by this indemnification provision 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 agreements
with its officers and directors which require the Corporation to indemnify its
officers and directors to the maximum extent permitted under California law.

Item 7. Exemption from Registration Claimed.

        Not applicable.


Item 8. Exhibits.

      Exhibit
      Number 

        4.1     Amended 1996 Stock  Plan.

        4.2     The Forms of Stock Option Agreement and Restricted Stock
Purchase Agreement to the 1996 Stock Plan is incorporated herein by reference.
See Registration Statement on Form S-8 numbered 333-16417 filed with the
Commission on November 19, 1996.

        4.3     Amended 1989 Employee Stock Purchase Plan.

        4.4     The Form of Stock Purchase Agreement to the Amended 1989
Employee Stock Purchase Plan is incorporated herein by reference.  See
Registration Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914,
33-53990, 33-71862, 33-83148 and 33-65495 filed with the Commission on October
24, 1989, October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993, August 22, 1994, December 28, 1995 and November 19, 1996, respectively.


        5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
as to legality of securities being registered.

        23.1    Consent of Ernst & Young LLP, Independent Auditors. 

        23.2    Consent of Counsel (contained in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5).


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, 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, 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 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
Securities 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
Securities 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 Fremont, State of California, on November __,
1997.

                                   CIRRUS LOGIC, INC.


                                   /s/ Ronald K. Shelton
                                   Ronald K. Shelton
                                   Vice President, Finance
                                   Chief Financial Officer,
                                   and Treasurer



POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears  below constitutes and appoints Michael L. Hackworth and Ronald K.
Shelton 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 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
attorney-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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


/s/ Michael L. Hackworth               
(Michael L. Hackworth)
Chairman of the Board, Chief Executive Officer, and Director
(Principal Executive Officer)
December 18, 1997

/s/ Ronald K. Shelton                  
(Ronald K. Shelton)
Vice President, Finance, Chief
Financial Officer, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
December 18, 1997

/s/ Suhas S. Patil                     
(Suhas S. Patil)
Chairman Emeritus and Director
December 18, 1997

/s/ C. Gordon Bell                     
(C. Gordon Bell)
Director
December 18, 1997

/s/ D. James Guzy                      
(D. James Guzy)
Director
December 18, 1997

/s/ Walden C. Rhines                   
(Walden C. Rhines)
Director
December 18, 1997

/s/ Robert H. Smith                    
(Robert H. Smith)
Director
December 18, 1997

Exhibit
Number                      Description


4.1      Amended 1996 Stock Plan.

4.2      The Forms of Stock Option Agreement and Restricted Stock
         Purchase Agreement to the Amended 1996 Stock Plan is
         incorporated herein by reference.  See Registration Statement
         on Form S-8 numbered 333-16417 filed with the Commission on
         November 19, 1996.

4.3      Amended 1989 Employee Stock Purchase Plan.

4.4      The Form of Stock Purchase Agreement to the Amended 1989 
         Employee Stock Purchase Plan is incorporated herein by
         reference.  See Registration Statements on Form S-8 numbered
         33-31697, 33-37409, 33-43914, 33-53990, 33-71862, 33-83148,
         33-65495 and 333-16417 filed with the Commission on October 24,
         1989, October 24, 1990, November 14, 1991, November 4, 1992,
         November 17, 1993, August 22, 1994, December 28, 1995 and
         November 19, 1996, respectively.

5.1      Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
         legality of securities being registered.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Counsel (contained in Exhibit 5.1).

24.1     Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15765}]
{"company-data": {"conformed-name": "CIRRUS LOGIC INC", "cik": "0000772406", "assigned-sic": "3674", "irs-number": "770024818", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42693", "film-number": "97741109"}, "business-address": {"street1": "3100 W WARREN AVE", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5106238300"}}
As filed with the Securities and Exchange Commission
                                 on December 18, 1997
                          Registration No. 33-__________

                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.  20549

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

                                     CIRRUS LOGIC, INC.
                  (Exact Name of Registrant as specified in its charter)

          California                                     77-0024818
    (State of Incorporation)                         (I.R.S. Employer
                                                 Identification Number)

                             3100 West Warren Avenue
                                Fremont, CA  94538
                                 (510) 623-8300
                         (Address, including zip code, of
                       Registrant's principal executive offices)

                            Amended 1996 Stock Plan
                 Amended 1989 Employee Stock Purchase Plan
                        (Full Titles of the Plans)

                            Ronald K. Shelton
                          Chief Financial Officer
                              CIRRUS LOGIC, INC.
                         3100 West Warren Avenue
                             Fremont, CA  94538
                                (510) 623-8300
          (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                              Michael J. Danaher, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                           Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 493-9300

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
     Title of                   Amount           Maximum          Maximum           Amount of
   Securities To                 To Be       Offering Price     Aggregate         Registration
    Be Registered            Registered         Per Share       Offering Price         Fee
Common Stock, no par value

 - Upon exercise of    
   options and stock
   purchase rights under the
   Amended 1996 Stock Plan     2,000,000(1)   $12.09 (3)      $24,180,000 (3)      $7,327

 - Upon exercise of    
   options and stock
   purchase rights under
   Amended 1989 Employee
   Stock Purchase Plan         1,000,000(2)   $12.09 (3)      $12,090,000 (3)      $3,664
(1)     The remaining 2,500,000 shares reserved for issuance under the Amended
1996 Stock Plan were registered under Registration Statement on Form S-8
numbered 333-16417 filed with the Commission on November 19, 1996.  Pursuant
to Rule 416(a), this Registration Statement shall also cover any additional
shares of the Registrat's common stock that becomes issuable under the Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the recapitalization of consideration that
increases the number of the Registrant's outstanding shares of Common Stock.

(2)     The remaining 3,400,000 shares reserved for issuance under the Amended
1989 Employee Stock Purchase Plan were registered under eight Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914, 33-53990,
33-71862, 33-83148, 33-65495 and 333-16417 filed with the Commission on
October 24, 1989, October 24, 1990, November 14, 1991, November 4, 1992,
November 17, 1993, August 22, 1994, December 28, 1995 and November 19, 1996,
respectively.  Pursuant to Rule 416(a), this Registration Statement shall
also cover any additionalshares of the Registrat's common stock that becomes
issuable under the Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
recapitalization of consideration that increases the number of the
Registrant's outstanding shares of Common Stock.

(3)     Estimated solely for the purpose of calculating the amount of
the registration fee required by Section 6(b) of the Securites Act and
computed pursuant to Rule 457(c)under the Securities Act on the basis of
the average of the high and low prices reported in the Nasdaq National
Market on December 16, 1997.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated 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 (the "Commission"):

        1.      The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated May 1, 1989, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose
of updating such description.

        2.      Registration Statements on Form S-8 numbered 33-31697,
33-37409, 33-43914, 33-47453, 33-53990, 33-60464, 33-71862, 33-83148,
33-65495 and 333-16417 filed with the Commission on October 24, 1989,
October 24, 1990, November 14, 1991, April 24, 1992, November 4, 1992,
April 2, 1993, November 17, 1993, August 22, 1994, December 28, 1995
and November 19, 1996, respectively.

        3.      The Company's Annual Report on Form 10-K for the year ended
March 29, 1997 filed pursuant to Section 13(a) of the Exchange Act.

        4.      The Company's Quarterly Report on Form 10-Q for the quarter
ended June 28, 1997 filed pursuant to Section 13 of the Exchange Act.

        5.      The Company's Quarterly Report on Form 10-Q for the quarter
ended September 27, 1997 filed pursuant to Section 13 of the Exchange Act.

        6.      The Company's Registration Statement on Form S-1/A filed with
the Commission on December 17, 1997.

        6.      All documents filed by the Company pursuant to Sections 13(a),  
13(c), 14 and 15(d) of the Exchange Act 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 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.

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").  Article IV of the  Company's Articles of Incorporation and Article VI
of the Bylaws of the Company provide for indemnification of certain agents to
the maximum extent permitted by the California Corporations Code.  Persons
covered by this indemnification provision 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 agreements
with its officers and directors which require the Corporation to indemnify its
officers and directors to the maximum extent permitted under California law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

      Exhibit
      Number 

        4.1     Amended 1996 Stock  Plan.

        4.2     The Forms of Stock Option Agreement and Restricted Stock
Purchase Agreement to the 1996 Stock Plan is incorporated herein by reference.
See Registration Statement on Form S-8 numbered 333-16417 filed with the
Commission on November 19, 1996.

        4.3     Amended 1989 Employee Stock Purchase Plan.

        4.4     The Form of Stock Purchase Agreement to the Amended 1989
Employee Stock Purchase Plan is incorporated herein by reference.  See
Registration Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914,
33-53990, 33-71862, 33-83148 and 33-65495 filed with the Commission on October
24, 1989, October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993, August 22, 1994, December 28, 1995 and November 19, 1996, respectively.

        5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
as to legality of securities being registered.

        23.1    Consent of Ernst & Young LLP, Independent Auditors. 

        23.2    Consent of Counsel (contained in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5).

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, 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, 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 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
Securities 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
Securities 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 Fremont, State of California, on November __,
1997.

                                   CIRRUS LOGIC, INC.

                                   /s/ Ronald K. Shelton
                                   Ronald K. Shelton
                                   Vice President, Finance
                                   Chief Financial Officer,
                                   and Treasurer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears  below constitutes and appoints Michael L. Hackworth and Ronald K.
Shelton 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 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
attorney-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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Michael L. Hackworth               
(Michael L. Hackworth)
Chairman of the Board, Chief Executive Officer, and Director
(Principal Executive Officer)
December 18, 1997

/s/ Ronald K. Shelton                  
(Ronald K. Shelton)
Vice President, Finance, Chief
Financial Officer, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
December 18, 1997

/s/ Suhas S. Patil                     
(Suhas S. Patil)
Chairman Emeritus and Director
December 18, 1997

/s/ C. Gordon Bell                     
(C. Gordon Bell)
Director
December 18, 1997

/s/ D. James Guzy                      
(D. James Guzy)
Director
December 18, 1997

/s/ Walden C. Rhines                   
(Walden C. Rhines)
Director
December 18, 1997

/s/ Robert H. Smith                    
(Robert H. Smith)
Director
December 18, 1997

Exhibit
Number                      Description

4.1      Amended 1996 Stock Plan.

4.2      The Forms of Stock Option Agreement and Restricted Stock
         Purchase Agreement to the Amended 1996 Stock Plan is
         incorporated herein by reference.  See Registration Statement
         on Form S-8 numbered 333-16417 filed with the Commission on
         November 19, 1996.

4.3      Amended 1989 Employee Stock Purchase Plan.

4.4      The Form of Stock Purchase Agreement to the Amended 1989 
         Employee Stock Purchase Plan is incorporated herein by
         reference.  See Registration Statements on Form S-8 numbered
         33-31697, 33-37409, 33-43914, 33-53990, 33-71862, 33-83148,
         33-65495 and 333-16417 filed with the Commission on October 24,
         1989, October 24, 1990, November 14, 1991, November 4, 1992,
         November 17, 1993, August 22, 1994, December 28, 1995 and
         November 19, 1996, respectively.

5.1      Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
         legality of securities being registered.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Counsel (contained in Exhibit 5.1).

24.1     Power of Attorney