As filed with the Securities and Exchange Commission on June 24,
1998
                                       Registration No. 333-_____

               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)


                     LSI LOGIC CORPORATION
                   1991 EQUITY INCENTIVE PLAN
                      AMENDED AND RESTATED
                    (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)

<TABLE>
                CALCULATION OF REGISTRATION FEE
<C>		 <C>		  <C>		  <C>		   <C> 	 		  	
Title of     Amount to    Proposed    Proposed     Amount of
Securities   be           Maximum     Maximum      Registration
to be        Registered   Offering    Aggregate    Fee
Registered                Price per   Offering
                          Unit*       Price*
                                                   
Common       7,000,000    $23.34      $163,406,250 $48,205.00
Stock        shares
<FN>
<F*>Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $23.34 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 22,
1998.
</FN>
</TABLE>

                            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 December 31, 1997 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 24, 1998, in connection with the Company's Annual
          Meeting of Stockholders held May 12, 1998 filed
          pursuant to Section 14, of the 1934 Act;

          (c)       The Company's Quarterly Report on Form 10-Q
          for the quarter ended March 29, 1998 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.

          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.
          The validity of the issuance of shares of common stock
offered hereunder will be passed upon for the Registrant by
Wilson, Sonsini, Goodrich & Rosatti, P.C., Palo Alto, California.


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 10 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.

          The Exhibit Index immediately preceding the exhibits is
          incorporated herein by reference.

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, 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 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 Milpitas,
State of California, on this 18th day of June, 1998.


                                   LSI LOGIC CORPORATION


                                   By: ___________/S/__________
                                          R. Douglas Norby
                                          Executive 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 R. Douglas Norby, 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.

<TABLE>
<C>			    <C>			 <C>
Signature             Title                Date

                      Chief Executive      
________/S/_________  Officer and          June 18, 1998
(Wilfred J. Corrigan) Chairman of the
                      Board of Directors
                      (Principal
                      Executive Officer)
                      
_______/S/__________  Executive Vice       June 18, 1998
(R. Douglas Norby)    President and Chief
                      Financial Officer
                      (Principal
                      Financial and
                      Accounting Officer)
                      
_______/S/__________  Director             June 23, 1998
(T. Z. Chu)

</TABLE>


                         EXHIBIT INDEX



Exhibit        Description
Number

3.1            Amended and Restated Certificate of Incorporation
          of the Company filed August 20, 19971.

4.1       Stockholder Rights Plan dated November 16, 19882.

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

10.35          LSI Logic Corporation 1991 Equity Incentive Plan
			Amended and Restated

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 Exhibit 3.1 filed with the
Registrant's Registration Statement on Form S-8 (No. 333-34285)
which became effective September 25, 1997.
2 Incorporated by reference to exhibits filed with the Company's
Form 8-A filed on November 21, 1988.
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{"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": "333-57563", "film-number": "98653127"}, "business-address": {"street1": "1551 MCCARTHY BLVD", "street2": "MS D 106", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084338000"}, "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 24,
1998
                                       Registration No. 333-_____

               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)

                     LSI LOGIC CORPORATION
                   1991 EQUITY INCENTIVE PLAN
                      AMENDED AND RESTATED
                    (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     Amount to    Proposed    Proposed     Amount of
Securities   be           Maximum     Maximum      Registration
to be        Registered   Offering    Aggregate    Fee
Registered                Price per   Offering
                          Unit*       Price*
                                                   
Common       7,000,000    $23.34      $163,406,250 $48,205.00
Stock        shares
Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $23.34 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 22,
1998.
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 December 31, 1997 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 24, 1998, in connection with the Company's Annual
          Meeting of Stockholders held May 12, 1998 filed
          pursuant to Section 14, of the 1934 Act;

          (c)       The Company's Quarterly Report on Form 10-Q
          for the quarter ended March 29, 1998 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.

          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.
          The validity of the issuance of shares of common stock
offered hereunder will be passed upon for the Registrant by
Wilson, Sonsini, Goodrich & Rosatti, P.C., Palo Alto, California.

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 10 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.

          The Exhibit Index immediately preceding the exhibits is
          incorporated herein by reference.

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, 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 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 Milpitas,
State of California, on this 18th day of June, 1998.

                                   LSI LOGIC CORPORATION

                                   By: ___________/S/__________
                                          R. Douglas Norby
                                          Executive 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 R. Douglas Norby, 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

                      Chief Executive      
________/S/_________  Officer and          June 18, 1998
(Wilfred J. Corrigan) Chairman of the
                      Board of Directors
                      (Principal
                      Executive Officer)
                      
_______/S/__________  Executive Vice       June 18, 1998
(R. Douglas Norby)    President and Chief
                      Financial Officer
                      (Principal
                      Financial and
                      Accounting Officer)
                      
_______/S/__________  Director             June 23, 1998
(T. Z. Chu)
EXHIBIT INDEX

Exhibit        Description
Number

3.1            Amended and Restated Certificate of Incorporation
          of the Company filed August 20, 19971.

4.1       Stockholder Rights Plan dated November 16, 19882.

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

10.35          LSI Logic Corporation 1991 Equity Incentive Plan
			Amended and Restated

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 Exhibit 3.1 filed with the
Registrant's Registration Statement on Form S-8 (No. 333-34285)
which became effective September 25, 1997.
2 Incorporated by reference to exhibits filed with the Company's
Form 8-A filed on November 21, 1988.