0
<PAGE>

    As filed with the Securities and Exchange Commission on October 23, 2000
                                               Registration No. 333-____________


                       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)
                   DELAWARE                      77-0024818
       (State or other jurisdiction     (IRS Employer Identification No.)
    of incorporation or organization)

                           4210 SOUTH INDUSTRIAL DRIVE
                               AUSTIN, TEXAS 78744
               (Address of principal executive offices) (Zip Code)


                                 1996 STOCK PLAN
                 (AMENDED AND RESTATED AS OF SEPTEMBER 28, 2000)
                            (Full title of the Plan)


                                 DAVID D. FRENCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CIRRUS LOGIC, INC.
                           4210 SOUTH INDUSTRIAL DRIVE
                               AUSTIN, TEXAS 78744
                     (Name and address of agent for service)
                                 (512) 445-7222
          (Telephone number, including area code, of agent for service)
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                        Proposed         Proposed
                                         Maximum          Maximum          Amount of
Title of Securities   Amount to be   Offering Price      Aggregate       Registration
to be Registered      Registered(1)   per Share(2)    Offering Price(2)       fee
<S>      <C>                  <C>             <C>             <C>                 <C>
1996 Stock Plan
Common Stock,
$0.001 par value      3,500,000         $38.25         133,875,000          $35,343
</TABLE>

(1)     This  Registration  Statement  shall also cover any additional shares of
Common  Stock  which  become issuable under the 1996 Stock Plan by reason of any
stock  dividend,  stock  split,  recapitalization  or  other similar transaction
effected  without  the Registrant's receipt of consideration which results in an
increase  in  the number of the outstanding shares of Registrant's Common Stock.
(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
Securities  Act of 1933, as amended, on the basis of the average of the high and
low  selling  prices per share of Registrant's Common Stock on October 18, 2000,
as  reported  by  the  Nasdaq  National  Market.


                                        1
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------
     Cirrus Logic, Inc. (the "Registrant") hereby incorporates by reference into
this  Registration  Statement  the following documents previously filed with the
Securities  and  Exchange  Commission  (the  "Commission"):

(a)     The Registrant's Annual Report on Form 10-K filed with the Commission on
June  23,  2000  for  the  fiscal  year  ending  March  25,  2000;

(b)     The Registrant's Quarterly Report on Form 10-Q filed with the Commission
on  August  8,  2000  for  the  period  ending  June  24,  2000;

(c)     The  Registrant's  Current Reports on Form 8-K filed with the Commission
on  April  7, 2000; May 10, 2000; June 2, 2000; October 4, 2000; and October 23,
2000,  respectively;  and

(d)     The  Registrant's  Registration  Statement  on  Form  8-A filed with the
Commission  on  May  1,  1989,  in  which  are  described  the terms, rights and
provisions  applicable  to  the  Registrant's  outstanding  Common  Stock.

     All  reports  and definitive proxy or information statements filed pursuant
to  Section  13(a),  13(c),  14  or 15(d) of the 1934 Act after the date of this
Registration  Statement  and  prior  to the filing of a post-effective amendment
which  indicates  that  all  securities  offered  hereby have been sold or which
de-registers  all  securities  then  remaining  unsold  shall  be  deemed  to be
incorporated  by  reference  into  this  Registration Statement and to be a part
hereof  from the date of filing of such documents.  Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed  to be modified or superseded for purposes of this Registration Statement
to  the  extent  that  a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such  statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration  Statement.
Item  4.     Description  of  Securities
             ---------------------------
     Not  Applicable.

Item  5.     Interests  of  Named  Experts  and  Counsel
             -------------------------------------------
     Not  Applicable.

Item  6.     Indemnification  of  Directors  and  Officers
             ---------------------------------------------
     The  Registrant's  Certificate  of  Incorporation  limits  the liability of
directors  to  the  maximum  extent  permitted  by  Delaware  law.  Delaware law
provides  that  directors  of  a  corporation shall not be personally liable for
monetary  damages  for  breach  of  their  fiduciary duties as directors, except
liability  (i) for any breach of their duty of loyalty to the corporation or its
stockholders,  (ii)  for  acts  or  omissions  not in good faith or that involve
intentional  misconduct  or  a  knowing  violation  of  law,  (iii) for unlawful
payments  of dividends or unlawful stock repurchases or redemptions, or (iv) for
any  transaction  from  which the director derived an improper personal benefit.

The  Registrant's  Bylaws  provide  that  the  Registrant  shall  indemnify  its
directors  and  officers  and my indemnify its employees and other agents to the
fullest  extent  permitted by Delaware law.  The Registrant's Bylaws also permit
the  Registrant to secure insurance on behalf of any officer, director, employee
or  other  agent  for  any  liability  arising out of his or her actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General Corporation Law of Delaware.
The  Registrant  currently  has secured such insurance on behalf of its officers
and  directors.
                                        2
<PAGE>


The  Registrant  has  entered  into  agreements  to  indemnify its directors and
officers,  in  addition  to  indemnification  provided  for  in the Registrant's
Bylaws.  Subject  to  certain  conditions, these agreements, among other things,
indemnify  the  Registrant's  directors  and  officers  for  certain  expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any  such person in any action or proceedings, including any action by or in the
right  of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or  enterprise  to  which  the  person  provides  services at the request of the
Registrant.

Item  7.     Exemption  from  Registration  Claimed
             --------------------------------------
     Not  Applicable.

Item  8.     Exhibits
             --------
Exhibit  Number       Exhibit
---------------       -------
  4                   Instruments Defining the Rights of Stockholders.
                      Reference  is  made  to  Registrant's  Registration
                      Statement  on  Form  8-A,  together  with  any
                      exhibits thereto, which are incorporated  herein  by
                      reference  pursuant  to  Item  3(d)  to  this
                      Registration  Statement.
  5                   Opinion  and  consent  of  Brobeck,  Phleger  &
                      Harrison  LLP.
 23.1                 Consent  of  Ernst  &  Young  LLP,  Independent
                      Auditors.
 23.2                 Consent  of  Brobeck,  Phleger  & Harrison LLP is
                      contained  in  Exhibit  5.
 24.1                 Power  of  Attorney.
 99.1                 1996  Stock  Plan  (Amended  and  Restated  as of
                      September  28,  2000).

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:  (i)  to  include  any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or
events  arising  after the effective date of this Registration Statement (or the
most  recent  post-effective  amendment  thereof)  which, individually or in the
aggregate,  represent  a fundamental change in the information set forth in this
Registration  Statement  and  (iii)  to  include  any  material information with
respect  to  the  plan  of  distribution  not  previously  disclosed  in  this
Registration  Statement  or  any  material  change  to  such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if  the  information  required  to  be  included in a post-effective
amendment  by  those  clauses  is  contained  in  periodic  reports filed by the
Registrant  pursuant  to  Section  13  or Section 15(d) of the 1934 Act that are
incorporated  by  reference  into  this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1996
Stock  Plan.

B.     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be  permitted  to  directors,  officers or controlling persons of the Registrant
pursuant  to  the  indemnification provisions summarized in Item 6 or otherwise,
the  Registrant  has  been  advised that, in the opinion of the Commission, such
indemnification  is  against  public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the final
adjudication  of  such  issue.

                                        3
<PAGE>
                                   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  Austin, State of Texas on this 23rd day of
October,  2000.
                                   CIRRUS  LOGIC,  INC.


                                   By:      /s/  David  D.  French
                                           -----------------------
                                              David  D.  French
                                   President  and  Chief  Executive  Officer
    IN  WITNESS  WHEREOF,  each  of  the undersigned has executed this Power of
Attorney  as  of  the  date  indicated.
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>

     SIGNATURE                                           TITLE                                  DATE
                                --------------------------------------------------------  ----------------

<C>  <S>                        <C>                                                       <C>

     /s/ David D. French        President, Chief Executive Officer and Director
     -------------------------
     David D. French            (Principal Executive Officer)                             October 23, 2000


     /s/ Robert W. Fay          Vice President, Chief Financial Officer, and  Secretary
     -------------------------
     Robert W. Fay              (Principal Financial and Accounting Officer)              October 23, 2000

     -------------------------
     Michael Hackworth          Chairman of the Board                                     October 23, 2000

     -------------------------
     Suhas S. Patil             Chairman Emeritus and Director                            October 23, 2000


     /s/ D. James Guzy
     -------------------------
  *  D. James Guzy              Director                                                  October 23, 2000


     /s/ Dr. Harold J. Raveche
     -------------------------
  *  Dr. Harold J. Raveche      Director                                                  October 23, 2000


     /s/ Walden C. Rhines
     -------------------------
  *  Walden C. Rhines           Director                                                  October 23, 2000


     /s/ Robert H. Smith
     -------------------------
  *  Robert H. Smith            Director                                                  October 23, 2000


     /s/ Alfred S. Teo
     -------------------------
  *  Alfred S. Teo              Director                                                  October 23, 2000


</TABLE>

*  This  registration  statement has been signed on behalf of the above officers
and  directors  by  David  D.  French,  President,  Chief  Executive Officer and
Director  of  the  Company  And  Robert W. Fay as attorney-in-fact pursuant to a
power  of  attorney  filed  as  Exhibit  24.1  to  this  registration statement.


Dated:  October  23,  2000                By:   /s/  David  D.  French
                                             -----------------------------------
                                            David  D.  French,  Attorney-in-Fact



                                          By:   /s/  Robert  W.  Fay
                                               ---------------------------------
                                              Robert  W.  Fay,  Attorney-in-Fact



                                        4
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS
                                       TO
                                    FORM S-8
                                      UNDER
                             SECURITIES ACT OF 1933

                               CIRRUS LOGIC, INC.

                                        5
<PAGE>
                                EXHIBIT  INDEX

Exhibit  Number       Exhibit
---------------       -------
  4                   Instruments Defining the Rights of Stockholders.
                      Reference  is  made  to  Registrant's  Registration
                      Statement  on  Form  8-A,  together  with  any
                      exhibits thereto, which are incorporated  herein  by
                      reference  pursuant  to  Item  3(d)  to  this
                      Registration  Statement.
  5                   Opinion  and  consent  of  Brobeck,  Phleger  &
                      Harrison  LLP.
 23.1                 Consent  of  Ernst  &  Young  LLP,  Independent
                      Auditors.
 23.2                 Consent  of  Brobeck,  Phleger  & Harrison LLP is
                      contained  in  Exhibit  5.
 24.1                 Power  of  Attorney.
 99.1                 1996  Stock  Plan  (Amended  and  Restated  as of
                      September  28,  2000).
                                        6
<PAGE>

                                    EXHIBIT 5
             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                October 23, 2000

Cirrus  Logic,  Inc.
4210  South  Industrial  Drive
Austin,  Texas  78744
Re:     Cirrus Logic, Inc. - Registration Statement for Offering of an Aggregate
        of  3,500,000  Shares  of  Common  Stock


Dear  Ladies  and  Gentlemen:

     We have acted as counsel to Cirrus Logic, Inc., a Delaware corporation (the
"Company"),  in  connection with the registration on Form S-8 (the "Registration
Statement")  under  the  Securities  Act  of  1933, as amended, of an additional
3,500,000  shares  of  common stock (the "Shares") authorized for issuance under
the  Company's  1996  Stock Plan (Amended and Restated as of September 23, 2000)
(the  "Plan").
This opinion is being furnished in accordance with the requirements of Item 8 of
Form  S-8  and  Item  601(b)(5)(i)  of  Regulation  S-K.
We  have  reviewed the Company's charter documents and the corporate proceedings
taken  by the Company in connection with the reservation of the Shares under the
Plan.  Based  on  such  review,  we are of the opinion that, if, as and when the
Shares  have  been  issued  and  sold  (and the consideration therefor received)
pursuant  to  the provisions of option agreements duly authorized under the Plan
and  in  accordance  with  the  Registration Statement, such Shares will be duly
authorized,  legally  issued,  fully  paid  and  nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration
Statement.
This  opinion  letter  is  rendered  as  of  the date first written above and we
disclaim  any  obligation  to  advise  you  of  facts,  circumstances, events or
developments  which  hereafter  may  be  brought  to our attention and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited  to  the  matters  set  forth above and we render no opinion, whether by
implication  or  otherwise, as to any other matters relating to the Company, the
Plan  or  the  Shares.


                                        Very  truly  yours,


                                        BROBECK,  PHLEGER  &  HARRISON  LLP

                                        7
<PAGE>

                                  EXHIBIT 23.1
                          CONSENT OF ERNST & YOUNG LLP
                              INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Plan (Amended and Restated as of September 28,
2000)  of Cirrus Logic, Inc. of our report dated April 25, 2000, except Note 18,
as to which the date is May 31, 2000, with respect to the consolidated financial
statements  and  schedule  of  Cirrus  Logic, Inc. included in its Annual Report
(Form  10-K)  for  the  year ended March 25, 2000, filed with the Securities and
Exchange  Commission.


                                              /s/  Ernst  &  Young  LLP



Austin,  Texas
October  20,  2000

                                        8
<PAGE>
                                  EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes  and  appoints  David  D.  French and Robert W. Fay,
jointly and severally, his attorney-in-fact, with the power of substitution, for
him  in  any  and  all  capacities,  to  sign the documents listed below and any
amendments  to  those documents, 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 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, these Registration
Statements have been signed by the following persons in the capacities indicated
on  October  18,  2000.

Post Effective amendment to Registration Statement Number 333-23553 on Form S-3:
To  withdraw  the registration statement for the shares issued to bondholders as
the  registration  rights  given  in  the  agreement  have  expired

Post Effective amendment to Registration Statement Number 333-86561 on Form S-3:
To withdraw the registration statement for the shares issued to AudioLogic, Inc.
shareholders  as the registration rights given in the acquisition agreement have
expired

Post Effective amendment to Registration Statement Number 333-32964 on Form S-3:
To  withdraw  the  registration  statement  for  the shares issued to IBM as the
registration  rights  given  in  the  restructuring  agreement  have  expired

Registration Statement on Form S-8: To file past amendments to the 1989 Employee
Stock  Purchase  Plan  with  the  Securities  Exchange  Commission

Registration Statement on Form S-8: To increase the number shares authorized for
issuance  under  the  1996  Stock  Plan  by  3,500,000

<TABLE>
<CAPTION>

SIGNATURE                                   TITLE
---------------------  -----------------------------------------------
<S>                    <C>
---------------------
Michael L. Hackworth   Chairman of the Board and Director

---------------------
Suhas S. Patil         Chairman Emeritus and Director

/s/ David D. French
---------------------
David D. French        President, Chief Executive Officer and Director

/s/ Walden C. Rhines
---------------------
Walden C. Rhines       Director

/s/ Robert H. Smith
---------------------
Robert H. Smith        Director

/s/ Alfred S. Teo
---------------------
Alfred S. Teo          Director

/s/ D. James Guzy
---------------------
D. James Guzy          Director

/s/ Harold J. Raveche
---------------------
Harold J. Raveche      Director

</TABLE>
                                        9
<PAGE>

                                  EXHIBIT 99.1
                                 1996 STOCK PLAN
                 (AMENDED AND RESTATED AS OF SEPTEMBER 28, 2000)
II.     PURPOSES  OF  THE  PLAN.  THE  PURPOSES  OF  THIS  STOCK  PLAN  ARE:
        -----------------------
-     to  attract  and  retain  the  best  available  personnel for positions of
      substantial  responsibility,

-     to  provide  additional  incentive  to  Employees  and  Consultants,  and

-     to  promote  the  success  of  the  Company's  business.

Options  granted  under  the Plan may be Incentive Stock Options or Nonstatutory
Stock  Options,  as determined by the Administrator at the time of grant.  Stock
Purchase  Rights  may  also  be  granted  under  the  Plan.

III.     DEFINITIONS.  AS  USED  HEREIN,  THE FOLLOWING DEFINITIONS SHALL APPLY:
         -----------
(a)     "Administrator"  means  the  Board  or any of its Committees as shall be
         -------------
         administering the Plan, in accordance with Section 4  of  the  Plan.
(b)     "Applicable  Laws"  means  the  legal  requirements  relating  to  the
         ----------------
         administration of stock option plans under U.S. state corporate laws,
         U.S. federal and state securities laws, the Code and the applicable
         laws of any foreign  country  or jurisdiction where Options or Stock
         Purchase Rights will be or  are  being  granted  under  the  Plan.
(c)     "Board"  means  the  Board  of  Directors  of  the  Company.
         -----
(d)     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
         ----
(e)     "Committee"  means a Committee appointed by the Board in accordance with
         ---------
Section  4  of  the  Plan.
(f)     "Common  Stock"  means  the  Common  Stock  of  the  Company.
         -------------
(g)     "Company"  means  Cirrus  Logic,  Inc.,  a  Delaware  corporation.
         -------
(h)     "Consultant"  means  any  person,  including  an advisor, engaged by the
         ----------
         Company  or a Parent or Subsidiary to render services and who is
         compensated for such  services.  The  term "Consultant" shall not
         include Directors who are paid only  a  director's fee by the Company
         or who are not compensated by the Company for  their  services  as
         Directors.
(i)     "Continuous  Status  as  an  Employee  or  Consultant"  means  that the
         ----------------------------------------------------
         employment or consulting relationship with the  Company,  any  Parent,
         or Subsidiary,  is not interrupted or terminated. Continuous Status as
         an Employee or  Consultant  shall not be considered interrupted in the
         case of (i) any leave of  absence  approved  by the Company or (ii)
         transfers between locations of the Company or between the Company, its
         Parent, any Subsidiary, or any successor.  A leave of absence approved
         by  the Company shall include sick leave, military leave, or any other
         personal leave approved by an authorized representative of the  Company
         For purposes of Incentive Stock Options, no such leave may exceed
         ninety  days, unless reemployment upon expiration of such leave is
         guaranteed by statute  or  contract. If reemployment  upon  expiration
         of a leave of absence approved by the Company is not so guaranteed, on
         the 181st day of such leave any Incentive  Stock  Option  held  by  the
         Optionee shall cease to be treated as an Incentive  Stock  Option and
         shall be treated for tax purposes as a Nonstatutory Stock  Option.
(j)     "Director"  means  a  member  of  the  Board.
         --------
(k)     "Disability"  means total and permanent disability as defined in Section
         ----------
22(e)(3)  of  the  Code.
(l)     "Employee"  means any person, including Officers and Directors, employed
         --------
         by the Company or any Parent or Subsidiary of the Company.  Neither
         service as a Director  nor  payment of a director's fee by the Company
         shall be sufficient to constitute  "employment"  by  the  Company.
(m)     "Exchange  Act"  means  the Securities Exchange Act of 1934, as amended.
         -------------
(n)     "Fair  Market  Value"  means,  as of any date, the value of Common Stock
         -------------------
        determined  as  follows:
1.     If the Common Stock is listed on any established stock exchange or a
national  market system, including without limitation the Nasdaq National Market
or  The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were  reported) as quoted on such exchange or system for the last market trading
day  prior  to the time of determination, as reported in The Wall Street Journal
or  such  other  source  as  the  Administrator  deems  reliable;
2.     If the Common Stock is regularly quoted by a recognized securities dealer
but  selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock  on  the  last  market  trading  day prior to the day of determination, as
reported  in  The  Wall Street Journal or such other source as the Administrator
deems  reliable;
3.     In  the  absence  of an established market for the Common Stock, the Fair
Market  Value  shall  be  determined  in  good  faith  by  the  Administrator.
(o)     "Incentive  Stock  Option"  means  an  Option  intended to qualify as an
         ------------------------
incentive  stock  option  within  the meaning of Section 422 of the Code and the
regulations  promulgated  thereunder.
(p)     "Nonstatutory  Stock  Option" means an Option not intended to qualify as
         ---------------------------
an  Incentive  Stock  Option.
(q)     "Notice  of  Grant"  means a written notice evidencing certain terms and
         -----------------
conditions of an individual Option or Stock Purchase Right grant.  The Notice of
Grant  is  part  of  the  Option  Agreement.
(r)     "Officer"  means  a  person  who is an officer of the Company within the
         -------
meaning  of  Section  16  of  the  Exchange  Act  and  the rules and regulations
promulgated  thereunder.
(s)     "Option"  means  a  stock  option  granted  pursuant  to  the  Plan.
         ------
(t)     "Option  Agreement" means a written agreement between the Company and an
         -----------------
Optionee evidencing the terms and conditions of an individual Option grant.  The
Option  Agreement  is  subject  to  the  terms  and  conditions  of  the  Plan.
(u)     "Optioned  Stock"  means  the Common Stock subject to an Option or Stock
         ---------------
Purchase  Right.
(v)     "Optionee"  means  an  Employee  or  Consultant who holds an outstanding
         --------
Option  or  Stock  Purchase  Right.
(w)     "Parent"  means  a  "parent  corporation,"  whether  now  or  hereafter
         ------
existing,  as  defined  in  Section  424(e)  of  the  Code.
(x)     "Plan"  means  this  1996  Stock  Option  Plan.
         ----
(y)     "Restricted  Stock"  means shares of Common Stock acquired pursuant to a
         -----------------
grant  of  Stock  Purchase  Rights  under  Section  11  below.
(z)     "Restricted  Stock Purchase Agreement" means a written agreement between
         ------------------------------------
the  Company  and the Optionee evidencing the terms and restrictions applying to
stock  purchased  under  a  Stock Purchase Right.  The Restricted Stock Purchase
Agreement  is  subject to the terms and conditions of the Plan and the Notice of
Grant.
(aa)     "Rule  16b-3"  means Rule 16b-3 of the Exchange Act or any successor to
          -----------
Rule  16b-3, as in effect when discretion is being exercised with respect to the
Plan.
(bb)     "Section  16(b)"  means Section 16(b) of the Securities Exchange Act of
          --------------
1934,  as  amended.
(cc)     "Share"  means  a  share of the Common Stock, as adjusted in accordance
          -----
with  Section  13  of  the  Plan.
(dd)     "Stock  Purchase  Right"  means  the  right  to  purchase  Common Stock
          ----------------------
pursuant  to  Section  11  of  the  Plan,  as  evidenced  by  a Notice of Grant.
(ee)     "Subsidiary" means a "subsidiary corporation," whether now or hereafter
          ----------
existing,  as  defined  in  Section  424(f)  of  the  Code.
IV.     STOCK  SUBJECT  TO THE PLAN.  SUBJECT TO THE PROVISIONS OF SECTION 13 OF
        ---------------------------
THE  PLAN, THE MAXIMUM AGGREGATE NUMBER OF SHARES WHICH MAY BE OPTIONED AND SOLD
UNDER THE PLAN IS 12,000,000 SHARES.  SUCH AUTHORIZED SHARE RESERVE INCLUDES THE
2,500,000  SHARES  INITIALLY RESERVED UNDER THE PLAN AUTHORIZED BY THE BOARD MAY
21,  1996  AND APPROVED BY THE STOCKHOLDERS AUGUST 1, 1996, PLUS (I) AN INCREASE
OF  AN ADDITIONAL 2,000,000 SHARES, OF WHICH 1,000,000 SHARES WERE AUTHORIZED BY
THE  BOARD  MARCH 19, 1997 AND 1,000,000 SHARES WERE AUTHORIZED BY THE BOARD MAY
28,  1997,  AND  WHICH INCREASES WERE APPROVED BY THE STOCKHOLDERS JULY 31, 1997
(THE  "1997  INCREASE"),  (III)  AN  INCREASE  OF AN ADDITIONAL 2,000,000 SHARES
AUTHORIZED  BY THE BOARD APRIL 1, 1998 AND APPROVED BY THE STOCKHOLDERS JULY 21,
1998  (THE  "1998 INCREASE"), (IV) AN INCREASE OF AN ADDITIONAL 2,000,000 SHARES
AUTHORIZED  BY THE BOARD APRIL 1, 1999 AND APPROVED BY THE STOCKHOLDERS JULY 29,
1999  (THE  "1999  INCREASE"),  AND  (V)  AN INCREASE OF AN ADDITIONAL 3,500,000
SHARES  AUTHORIZED  BY  THE BOARD JULY 27, 2000 AND APPROVED BY THE STOCKHOLDERS
SEPTEMBER  28,  2000  (THE  "2000 INCREASE").  THE SHARES MAY BE AUTHORIZED, BUT
UNISSUED,  OR  REACQUIRED  COMMON  STOCK.
     If  an  Option  or  Stock  Purchase  Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which were subject
thereto  shall  become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been
issued  under  the  Plan,  whether  upon exercise of an Option or Stock Purchase
Right,  shall  not  be  returned  to the Plan and shall not become available for
future  distribution  under  the Plan, except that if Shares of Restricted Stock
are  repurchased  by  the  Company  at  their  original  purchase price, and the
original  purchaser  of such Shares did not receive any benefits of ownership of
such Shares, such Shares shall become available for future grant under the Plan.
For  purposes of the preceding sentence, voting rights shall not be considered a
benefit  of  Share  ownership.
V.     ADMINISTRATION  OF  THE  PLAN.
       -----------------------------
(a)     Procedure.
        ---------
     1.     Multiple  Administrative  Bodies.  If  permitted  by Rule 16b-3, the
            --------------------------------
Plan may be administered by different bodies with respect to Directors, Officers
who  are  not  Directors,  and Employees who are neither Directors nor Officers.
2.     Administration  With Respect to Directors and Officers Subject to Section
       -------------------------------------------------------------------------
16(b).  With  respect to Option or Stock Purchase Right grants made to Employees
-----
who are also Officers or Directors subject to Section 16(b) of the Exchange Act,
the Plan shall be administered by (A) the Board, if the Board may administer the
Plan  in  a  manner  complying  with  the rules under Rule 16b-3 relating to the
disinterested administration of employee benefit plans under which Section 16(b)
exempt  discretionary  grants and awards of equity securities are to be made, or
(B)  a committee designated by the Board to administer the Plan, which committee
shall  be  constituted to comply with the rules under Rule 16b-3 relating to the
disinterested administration of employee benefit plans under which Section 16(b)
exempt  discretionary  grants  and  awards  of equity securities are to be made.
Once  appointed,  such  Committee  shall  continue  to  serve  in its designated
capacity until otherwise directed by the Board.  From time to time the Board may
increase  the  size  of  the  Committee  and  appoint additional members, remove
members  (with  or  without  cause)  and  substitute new members, fill vacancies
(however  caused),  and  remove  all  members  of  the  Committee and thereafter
directly  administer  the  Plan,  all to the extent permitted by the rules under
Rule  16b-3  relating  to  the  disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and awards of equity
securities  are  to  be  made.
3.     Administration  With Respect to Other Persons.  With respect to Option or
       ---------------------------------------------
Stock  Purchase  Right  grants  made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the
Board  or  (B)  a  committee  designated  by the Board, which committee shall be
constituted  to  satisfy  Applicable Laws.  Once appointed, such Committee shall
serve  in  its  designated  capacity until otherwise directed by the Board.  The
Board  may  increase  the  size of the Committee and appoint additional members,
remove  members  (with  or  without  cause)  and  substitute  new  members, fill
vacancies  (however  caused),  and  remove  all  members  of  the  Committee and
thereafter  directly  administer  the  Plan,  all  to  the  extent  permitted by
Applicable  Laws.
(b)     Powers of the Administrator.  Subject to the provisions of the Plan, and
        ---------------------------
in  the  case  of  a  Committee, subject to the specific duties delegated by the
Board  to  such  Committee,  the  Administrator shall have the authority, in its
discretion:
     1.     to  determine  the  Fair  Market  Value  of  the  Common  Stock,  in
accordance  with  Section  2(n)  of  the  Plan;
2.     to  select  the  Consultants  and  Employees  to  whom  Options and Stock
Purchase  Rights  may  be  granted  hereunder;
3.     to determine whether and to what extent Options and Stock Purchase Rights
or  any  combination  thereof,  are  granted  hereunder;
4.     to  determine  the number of shares of Common Stock to be covered by each
Option  and  Stock  Purchase  Right  granted  hereunder;
5.     to  approve  forms  of  agreement  for  use  under  the  Plan;
6.     to determine the terms and conditions, not inconsistent with the terms of
the  Plan,  of  any award granted hereunder.  Such terms and conditions include,
but  are  not  limited to, the exercise price, the time or times when Options or
Stock  Purchase  Rights  may  be  exercised  (which  may be based on performance
criteria),  any  vesting  acceleration or waiver of forfeiture restrictions, and
any  restriction  or  limitation regarding any Option or Stock Purchase Right or
the  shares of Common Stock relating thereto, based in each case on such factors
as  the  Administrator,  in  its  sole  discretion,  shall  determine;
7.     to  construe  and  interpret  the  terms  of  the Plan and awards granted
pursuant  to  the  Plan;
8.     to  prescribe,  amend  and  rescind rules and regulations relating to the
Plan,  including rules and regulations relating to sub-plans established for the
purpose  of  qualifying  for  preferred  tax  treatment  under foreign tax laws;
9.     to  modify  or  amend  each  Option  or  Stock Purchase Right (subject to
Section  15(c) of the Plan), including the discretionary authority to extend the
post-termination  exercisability  period  of  Options  longer  than is otherwise
provided  for  in  the  Plan;
10.     to  authorize  any  person  to  execute  on  behalf  of  the Company any
instrument  required  to  effect  the grant of an Option or Stock Purchase Right
previously  granted  by  the  Administrator;
11.     to  determine the terms and restrictions applicable to Options and Stock
Purchase  Rights  and  any  Restricted  Stock;  and
12.     to  make  all  other  determinations  deemed  necessary or advisable for
administering  the  Plan.
(c)     Effect  of  Administrator's  Decision.  The  Administrator's  decisions,
        -------------------------------------
determinations  and  interpretations shall be final and binding on all Optionees
and  any  other  holders  of  Options  or  Stock  Purchase  Rights.
VI.     ELIGIBILITY.  NONSTATUTORY  STOCK  OPTIONS AND STOCK PURCHASE RIGHTS MAY
        -----------
BE GRANTED TO EMPLOYEES AND CONSULTANTS.  INCENTIVE STOCK OPTIONS MAY BE GRANTED
ONLY  TO  EMPLOYEES.  IF  OTHERWISE  ELIGIBLE, AN EMPLOYEE OR CONSULTANT WHO HAS
BEEN GRANTED AN OPTION OR STOCK PURCHASE RIGHT MAY BE GRANTED ADDITIONAL OPTIONS
OR  STOCK  PURCHASE  RIGHTS.
VII.     LIMITATIONS.
         -----------
(a)     Each  Option  shall  be  designated  in  the written option agreement as
either  an  Incentive  Stock  Option  or  a Nonstatutory Stock Option.  However,
notwithstanding  such  designation, to the extent that the aggregate Fair Market
Value  of  the  Shares  with  respect  to  which  Incentive  Stock  Options  are
exercisable  for  the first time by the Optionee during any calendar year (under
all  plans  of  the Company and any Parent or Subsidiary) exceeds $100,000, such
Options  shall  be  treated  as  Nonstatutory  Stock  Options.
(b)     Neither  the  Plan  nor  any Option or Stock Purchase Right shall confer
upon  an Optionee any right with respect to continuing the Optionee's employment
or consulting relationship with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such employment or
consulting  relationship  at  any  time,  with  or  without  cause.
(c)     The following limitations shall apply to grants of Options to Employees:
     1.     No  Employee  shall  be  granted, in any fiscal year of the Company,
Options  to  purchase  more  than  400,000  Shares.
2.     In  connection  with  his  or  her initial employment, an Employee may be
granted  Options  to purchase up to an additional 800,000 Shares which shall not
count  against  the  limit  set  forth  in  subsection  (i)  above.
3.     The foregoing limitations shall be adjusted proportionately in connection
with  any  change  in  the  Company's capitalization as described in Section 13.
4.     If an Option is cancelled in the same fiscal year of the Company in which
it was granted (other than in connection with a transaction described in Section
13),  the  cancelled  Option  will  be  counted  against the limits set forth in
subsections  (i)  and  (ii)  above.
VIII.     TERM  OF  PLAN.  SUBJECT  TO  SECTION  19  OF THE PLAN, THE PLAN SHALL
          --------------
BECOME  EFFECTIVE  UPON THE EARLIER TO OCCUR OF ITS ADOPTION BY THE BOARD OR ITS
APPROVAL  BY  THE  STOCKHOLDERS OF THE COMPANY AS DESCRIBED IN SECTION 19 OF THE
PLAN.  IT  SHALL  CONTINUE  IN  EFFECT  FOR  A  TERM  OF  TEN  (10) YEARS UNLESS
TERMINATED  EARLIER  UNDER  SECTION  15  OF  THE  PLAN.
IX.     TERM  OF  OPTION.  THE TERM OF EACH OPTION SHALL BE STATED IN THE NOTICE
        ----------------
OF  GRANT; PROVIDED, HOWEVER, THAT IN THE CASE OF AN INCENTIVE STOCK OPTION, THE
           --------
TERM  SHALL BE TEN (10) YEARS FROM THE DATE OF GRANT OR SUCH SHORTER TERM AS MAY
BE  PROVIDED  IN  THE  NOTICE  OF  GRANT.
X.     OPTION  EXERCISE  PRICE  AND  CONSIDERATION.
       -------------------------------------------
(a)     Exercise  Price.  The  per  share  exercise  price  for the Shares to be
        ---------------
issued  pursuant to exercise of an Option shall be no less than 100% of the Fair
Market  Value  per  Share  on  the  date  of  grant.
(b)     Waiting  Period  and  Exercise Dates.  At the time an Option is granted,
        ------------------------------------
the  Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the Option may
be exercised.  In so doing, the Administrator may specify that an Option may not
be  exercised until either the completion of a service period or the achievement
of  performance  criteria  with  respect  to  the  Company  or  the  Optionee.
(c)     Form of Consideration.  The Administrator shall determine the acceptable
        ---------------------
form of consideration for exercising an Option, including the method of payment.
In  the case of an Incentive Stock Option, the Administrator shall determine the
acceptable  form  of consideration at the time of grant.  Such consideration may
consist  entirely  of:
1.     cash;
2.     check;
3.     promissory  note;
4.     other Shares which (A) in the case of Shares acquired upon exercise of an
option,  have been owned by the Optionee for more than six months on the date of
surrender,  and  (B)  have a Fair Market Value on the date of surrender equal to
the  aggregate  exercise  price  of  the Shares as to which said Option shall be
exercised;
5.     delivery  of a properly executed exercise notice together with such other
documentation  as the Administrator and the broker, if applicable, shall require
to  effect  an exercise of the Option and delivery to the Company of the sale or
loan  proceeds  required  to  pay  the  exercise  price;
6.     a  reduction  in  the  amount  of  any Company liability to the Optionee,
including  any  liability  attributable  to  the Optionee's participation in any
Company-sponsored  deferred  compensation  program  or  arrangement;
7.     any  combination  of  the  foregoing  methods  of  payment;  or
8.     such other consideration and method of payment for the issuance of Shares
to  the  extent  permitted  by  Applicable  Laws.
XI.     EXERCISE  OF  OPTION.
        --------------------
(a)     Procedure  for  Exercise;  Rights  as a Shareholder.  Any Option granted
        ---------------------------------------------------
hereunder  shall  be  exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in  the  Option  Agreement.
1.     An  Option  may  not  be  exercised  for  a  fraction  of  a  Share.
2.     An  Option  shall  be  deemed  exercised  when  the Company receives: (i)
written  notice  of  exercise (in accordance with the Option Agreement) from the
person  entitled  to  exercise  the Option, and (ii) full payment for the Shares
with  respect to which the Option is exercised.  Full payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted  by the Option Agreement and the Plan.  Shares issued upon exercise of
an  Option  shall  be issued in the name of the Optionee or, if requested by the
Optionee,  in  the  name of the Optionee and his or her spouse.  Until the stock
certificate  evidencing  such  Shares is issued (as evidenced by the appropriate
entry  on the books of the Company or of a duly authorized transfer agent of the
Company),  no  right  to  vote  or  receive  dividends  or any other rights as a
shareholder  shall exist with respect to the Optioned Stock, notwithstanding the
exercise  of  the  Option.  The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised.  No adjustment will be
made  for  a  dividend  or other right for which the record date is prior to the
date  the  stock  certificate is issued, except as provided in Section 13 of the
Plan.
3.     Exercising  an  Option  in any manner shall decrease the number of Shares
thereafter  available,  both  for  purposes  of  the Plan and for sale under the
Option,  by  the  number  of  Shares  as  to  which  the  Option  is  exercised.
(b)     Termination  of Employment or Consulting Relationship.  Upon termination
        -----------------------------------------------------
of an Optionee's Continuous Status as an Employee or Consultant, other than upon
the  Optionee's death or Disability, the Optionee may exercise his or her Option
within  such period of time as is specified in the Notice of Grant to the extent
that  he or she is entitled to exercise it on the date of termination (but in no
event  later  than the expiration of the term of such Option as set forth in the
Notice  of  Grant).  In  the absence of a specified time in the Notice of Grant,
the  Option  shall  remain  exercisable  for  three  (3)  months  following  the
Optionee's  termination.  Notwithstanding the above, in the event the Company is
involved  in  a merger as a result of which Optionees are precluded from selling
shares  of  the  acquiring  company  until  the publication of financial results
covering  post-merger combined operations ("Pooling Restrictions"), options held
by  Optionees  subject  to such Pooling Restrictions (including options that are
assumed or substituted pursuant to Section 13(c)) shall remain exercisable until
five  (5)  business  days after the expiration of such Pooling Restrictions (but
not  beyond  the  original  term  of  the  Option)  notwithstanding  an  earlier
termination  of  such Optionee's Continuous Status as an Employee or Consultant.
If,  on the date of termination, the Optionee is not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of the Option
shall revert to the Plan.  If, after termination, the Optionee does not exercise
his  or  her  Option  within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.
     Notwithstanding  the  above, in the event of an Optionee's change in status
from Consultant to Employee or Employee to Consultant, the Optionee's Continuous
Status  as an Employee or Consultant shall not automatically terminate solely as
a  result  of  such  change in status.  In such event, an Incentive Stock Option
held  by the Optionee shall cease to be treated as an Incentive Stock Option and
shall  be  treated  for tax purposes as a Nonstatutory Stock Option three months
and  one  day  following  such  change  of  status.
(c)     Disability  of  Optionee.  Upon  termination of an Optionee's Continuous
        ------------------------
Status  as  an  Employee or Consultant as a result of the Optionee's Disability,
the  Optionee  may  exercise  his  or  her Option at any time within twelve (12)
months (or such other period of time as is determined by the Administrator) from
the date of termination, but only to the extent that the Optionee is entitled to
exercise  it  on  the  date  of  termination  (and  in  no  event later than the
expiration  of the term of the Option as set forth in the Notice of Grant).  If,
on  the date of termination, the Optionee is not entitled to exercise his or her
entire  Option,  the  Shares  covered by the unexercisable portion of the Option
shall revert to the Plan.  If, after termination, the Optionee does not exercise
his  or her Option within the time specified herein, the Option shall terminate,
and  the  Shares  covered  by  such  Option  shall  revert  to  the  Plan.
(d)     Death of Optionee.  In the event of the death of an Optionee, the Option
        -----------------
may  be exercised at any time within twelve (12) months (or such other period of
time  as is determined by the Administrator) following the date of death (but in
no  event  later  than the expiration of the term of such Option as set forth in
the  Notice  of Grant), by the Optionee's estate or by a person who acquired the
right  to  exercise the Option by bequest or inheritance, but only to the extent
that the Optionee was entitled to exercise the Option at the date of death.  If,
at  the  time  of  death,  the  Optionee was not entitled to exercise his or her
entire  Option,  the  Shares  covered by the unexercisable portion of the Option
shall immediately revert to the Plan.  If, after death, the Optionee's estate or
a person who acquired the right to exercise the Option by bequest or inheritance
does  not exercise the Option within the time specified herein, the Option shall
terminate,  and  the  Shares  covered  by  such Option shall revert to the Plan.
(e)     Rule 16b-3.  Options granted to individuals subject to Section 16 of the
        ----------
Exchange  Act  ("Insiders")  must  comply with the applicable provisions of Rule
16b-3  and  shall  contain  such additional conditions or restrictions as may be
required  thereunder to qualify for the maximum exemption from Section 16 of the
Exchange  Act  with  respect  to  Plan  transactions.
XII.     STOCK  PURCHASE  RIGHTS.
         -----------------------
(a)     Rights  to  Purchase.  Stock Purchase Rights may be issued either alone,
        --------------------
in  addition  to,  or  in tandem with other awards granted under the Plan and/or
cash  awards  made outside of the Plan.  After the Administrator determines that
it  will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in  writing,  by  means  of  a  Notice  of  Grant,  of the terms, conditions and
restrictions  related  to  the  offer,  including  the number of Shares that the
offeree shall be entitled to purchase, the price to be paid, and the time within
which  the offeree must accept such offer, which shall in no event exceed ninety
(90)  days  from the date upon which the Administrator made the determination to
grant  the  Stock Purchase Right.  The offer shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the Administrator.
The  aggregate number of Shares subject to grants of Stock Purchase Rights shall
not  exceed  ten  percent  (10%)  of  the Shares subject to the Plan pursuant to
Section  3.
(b)     Repurchase  Option.  Unless  the Administrator determines otherwise, the
        ------------------
Restricted  Stock Purchase Agreement shall grant the Company a repurchase option
exercisable  upon  the  voluntary  or involuntary termination of the purchaser's
employment  with  the  Company  for  any reason (including death or Disability);
provided  that  the  minimum  period  of  employment over which any such Company
repurchase  option  lapses shall not be less than three (3) years.  The purchase
price for Shares repurchased pursuant to the Restricted Stock purchase agreement
shall  be  the  original  price  paid  by  the  purchaser  and  may  be  paid by
cancellation  of  any  indebtedness  of  the  purchaser  to  the  Company.  The
repurchase  option  shall  lapse  at  a  rate  determined  by the Administrator.
(c)     Rule  16b-3.  Stock  Purchase  Rights  granted  to  Insiders, and Shares
        -----------
purchased by Insiders in connection with Stock Purchase Rights, shall be subject
to  any  restrictions  applicable  thereto  in  compliance  with Rule 16b-3.  An
Insider  may  only  purchase  Shares  pursuant  to the grant of a Stock Purchase
Right,  and  may  only  sell  Shares  purchased pursuant to the grant of a Stock
Purchase  Right,  during  such  time  or  times  as are permitted by Rule 16b-3.
(d)     Other Provisions.  The Restricted Stock Purchase Agreement shall contain
        ----------------
such  other  terms,  provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its sole discretion.  In addition, the
provisions  of  Restricted  Stock  Purchase Agreements need not be the same with
respect  to  each  purchaser.
(e)     Rights  as  a  Shareholder.  Once the Stock Purchase Right is exercised,
        --------------------------
the  purchaser  shall  have the rights equivalent to those of a shareholder, and
shall  be  a shareholder when his or her purchase is entered upon the records of
the  duly  authorized transfer agent of the Company.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.
(f)     Issuance  of  Shares.  As  soon  as  possible  after full payment of the
        --------------------
purchase  price,  the  Shares purchased shall be duly issued; provided, however,
that  the  Administrator  may require that the purchaser make adequate provision
for  any Federal and State withholding obligations of the Company as a condition
to  such  purchase.
(g)     Shares  Available Under the Plan.  Exercise of a Stock Purchase Right in
        --------------------------------
any  manner  shall  result in a decrease in the number of Shares that thereafter
shall  be  available  for  reissuance  under  the  Plan.
XIII.     NON-TRANSFERABILITY  OF  OPTIONS AND STOCK PURCHASE RIGHTS.  AN OPTION
          ----------------------------------------------------------
OR  STOCK  PURCHASE  RIGHT  MAY  NOT  BE  SOLD, PLEDGED, ASSIGNED, HYPOTHECATED,
TRANSFERRED,  OR  DISPOSED OF IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS OF
DESCENT  OR  DISTRIBUTION  AND  MAY  BE  EXERCISED,  DURING  THE LIFETIME OF THE
OPTIONEE,  ONLY  BY  THE  OPTIONEE.
XIV.     ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION,  DISSOLUTION, MERGER OR
         -----------------------------------------------------------------------
ASSET  SALE.
    -------
(a)     Changes  in  Capitalization.  Subject  to  any  required  action  by the
        ---------------------------
stockholders  of  the  Company,  the number of shares of Common Stock covered by
each  outstanding  Option  and Stock Purchase Right, and the number of shares of
Common  Stock  which  have been authorized for issuance under the Plan but as to
which  no  Options  or Stock Purchase Rights have yet been granted or which have
been  returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or  Stock  Purchase  Right,  shall be proportionately
adjusted  for  any increase or decrease in the number of issued shares of Common
Stock  resulting  from  a  stock  split,  reverse  stock  split, stock dividend,
combination  or  reclassification  of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by  the  Company;  provided,  however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt of consideration."  Such adjustment shall be made by the Board,
whose  determination  in  that  respect  shall be final, binding and conclusive.
Except  as  expressly  provided  herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the  number  or  price  of  shares of Common Stock subject to an Option or Stock
Purchase  Right.
(b)     Dissolution  or  Liquidation.   In the event of the proposed dissolution
        ----------------------------
or  liquidation  of the Company, the Administrator shall notify each Optionee as
soon  as  practicable  prior to the effective date of such proposed transaction.
The  Administrator  in  its  discretion  may provide for an Optionee to have the
right  to exercise his or her Option or Stock Purchase Right until ten (10) days
prior  to  such  transaction  as  to  all of the Optioned Stock covered thereby,
including  Shares as to which the Option would not otherwise be exercisable.  In
addition,  the  Administrator  may  provide  that  any Company repurchase option
applicable  to any Shares purchased upon exercise of an Option or Stock Purchase
Right  shall  lapse  as to all such Shares, provided the proposed dissolution or
liquidation  takes  place  at  the  time and in the manner contemplated.  To the
extent  it  has not been previously exercised, an Option or Stock Purchase Right
will  terminate  immediately  prior to the consummation of such proposed action.
(c)     Merger  or  Asset Sale.  In the event of a merger of the Company with or
        ----------------------
into  another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent  option or right substituted by the successor corporation or a Parent
or  Subsidiary  of the successor corporation, or in the event that the successor
corporation  refuses  to  assume  or substitute for the Option or Stock Purchase
Right,  the  Optionee  shall  have  the  right  to  exercise the Option or Stock
Purchase  Right as to all of the Optioned Stock, including Shares as to which it
would  not  otherwise  be  exercisable.  If an Option or Stock Purchase Right is
exercisable  in  lieu  of assumption or substitution in the event of a merger or
sale  of  assets, the Administrator shall notify the Optionee that the Option or
Stock  Purchase  Right  shall  be fully exercisable for a period of fifteen (15)
days  from the date of such notice, and the Option or Stock Purchase Right shall
terminate  upon  the  expiration  of  such  period.  For  the  purposes  of this
paragraph,  the  Option  or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right to
purchase  or  receive, for each Share of Optioned Stock subject to the Option or
Stock  Purchase  Right  immediately  prior  to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the  merger  or sale of assets by holders of Common Stock for each Share held on
the  effective  date of the transaction (and if holders were offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the  outstanding Shares); provided, however, that if such consideration received
in  the  merger  or  sale of assets was not solely common stock of the successor
corporation  or  its  Parent,  the  Administrator  may,  with the consent of the
successor  corporation,  provide  for  the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject  to the Option or Stock Purchase Right, to be solely common stock of the
successor  corporation or its Parent equal in fair market value to the per share
consideration  received  by  holders  of  Common  Stock in the merger or sale of
assets.
XV.     DATE  OF  GRANT.  THE DATE OF GRANT OF AN OPTION OR STOCK PURCHASE RIGHT
        ---------------
SHALL  BE,  FOR  ALL  PURPOSES,  THE  DATE  ON WHICH THE ADMINISTRATOR MAKES THE
DETERMINATION  GRANTING SUCH OPTION OR STOCK PURCHASE RIGHT, OR SUCH OTHER LATER
DATE  AS  IS DETERMINED BY THE ADMINISTRATOR.  NOTICE OF THE DETERMINATION SHALL
BE  PROVIDED  TO  EACH  OPTIONEE WITHIN A REASONABLE TIME AFTER THE DATE OF SUCH
GRANT.
XVI.     AMENDMENT  AND  TERMINATION  OF  THE  PLAN.
         ------------------------------------------
(a)     Amendment  and  Termination.  The  Board  may  at any time amend, alter,
        ---------------------------
suspend  or  terminate  the  Plan.
(b)     Shareholder  Approval.  The Company shall obtain shareholder approval of
        ---------------------
any  Plan  amendment  to  the extent necessary and desirable to comply with Rule
16b-3  or  with  Sections  162(m)  or  422 of the Code (or any successor rule or
statute  or other applicable law, rule or regulation, including the requirements
of  any  exchange  or  quotation  system  on which the Common Stock is listed or
quoted).  Such  shareholder  approval,  if required, shall be obtained in such a
manner  and  to  such  a  degree  as  is required by the applicable law, rule or
regulation.
(c)     Effect  of  Amendment  or  Termination.  No  amendment,  alteration,
        --------------------------------------
suspension  or  termination of the Plan shall impair the rights of any Optionee,
        -
unless  mutually  agreed  otherwise  between the Optionee and the Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
(d)     Plan  Amendments.  The  Plan  was  amended  in order to approve the 1997
        ----------------
Increase,  the  1998  Increase,  the  1999  Increase  and  the  2000  Increase,
respectively,  and  this  restatement  incorporates  such  amendments.
XVII.     CONDITIONS  UPON  ISSUANCE  OF  SHARES.
          --------------------------------------
(a)     Legal  Compliance.  Shares  shall not be issued pursuant to the exercise
        -----------------
of an Option or Stock Purchase Right unless the exercise of such Option or Stock
Purchase  Right  and  the issuance and delivery of such Shares shall comply with
all  relevant  provisions  of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder,  Applicable  Laws,  and  the  requirements  of any stock exchange or
quotation  system  upon which the Shares may then be listed or quoted, and shall
be  further  subject  to the approval of counsel for the Company with respect to
such  compliance.
(b)     Investment Representations.  As a condition to the exercise of an Option
        --------------------------
or  Stock  Purchase  Right,  the  Company may require the person exercising such
Option  or Stock Purchase Right to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to  sell  or  distribute  such  Shares if, in the opinion of
counsel  for  the  Company,  such  a  representation  is  required.
XVIII.     LIABILITY  OF  COMPANY.
           ----------------------
(a)     Inability  to  Obtain Authority.  The inability of the Company to obtain
        -------------------------------
authority  from  any  regulatory  body  having  jurisdiction, which authority is
deemed  by the Company's counsel to be necessary to the lawful issuance and sale
of  any  Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall  not  have  been  obtained.
(b)     Grants  Exceeding  Allotted Shares.  If the Optioned Stock covered by an
        ----------------------------------
Option  or  Stock Purchase Right exceeds, as of the date of grant, the number of
Shares  which  may  be  issued  under  the  Plan  without additional shareholder
approval, such Option or Stock Purchase Right shall be void with respect to such
excess  Optioned Stock, unless shareholder approval of an amendment sufficiently
increasing  the  number  of  Shares  subject  to  the Plan is timely obtained in
accordance  with  Section  15(b)  of  the  Plan.
XIX.     RESERVATION OF SHARES.  THE COMPANY, DURING THE TERM OF THIS PLAN, WILL
         ---------------------
AT  ALL  TIMES  RESERVE  AND  KEEP  AVAILABLE  SUCH NUMBER OF SHARES AS SHALL BE
SUFFICIENT  TO  SATISFY  THE  REQUIREMENTS  OF  THE  PLAN.
XX.     SHAREHOLDER  APPROVAL.  CONTINUANCE  OF  THE  PLAN  SHALL  BE SUBJECT TO
        ---------------------
APPROVAL  BY THE STOCKHOLDERS OF THE COMPANY WITHIN TWELVE (12) MONTHS BEFORE OR
AFTER THE DATE THE PLAN IS ADOPTED.  SUCH SHAREHOLDER APPROVAL SHALL BE OBTAINED
IN THE MANNER AND TO THE DEGREE REQUIRED UNDER APPLICABLE FEDERAL AND STATE LAW.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 67327}]
{"company-data": {"conformed-name": "CIRRUS LOGIC INC", "cik": "0000772406", "assigned-sic": "3674", "irs-number": "770024818", "state-of-incorporation": "DE", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48490", "film-number": "744604"}, "business-address": {"street1": "4210 SOUTH INDUSTRIAL DR", "city": "AUSTIN", "state": "TX", "zip": "78744", "phone": "5106238300"}, "mail-address": {"street1": "3100 W WARREN AVE", "city": "FREMONT", "state": "CA", "zip": "94538"}}
0
As filed with the Securities and Exchange Commission on October 23, 2000
                                               Registration No. 333-____________

                       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)
                   DELAWARE                      77-0024818
       (State or other jurisdiction     (IRS Employer Identification No.)
    of incorporation or organization)

                           4210 SOUTH INDUSTRIAL DRIVE
                               AUSTIN, TEXAS 78744
               (Address of principal executive offices) (Zip Code)

                                 1996 STOCK PLAN
                 (AMENDED AND RESTATED AS OF SEPTEMBER 28, 2000)
                            (Full title of the Plan)

                                 DAVID D. FRENCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CIRRUS LOGIC, INC.
                           4210 SOUTH INDUSTRIAL DRIVE
                               AUSTIN, TEXAS 78744
                     (Name and address of agent for service)
                                 (512) 445-7222
          (Telephone number, including area code, of agent for service)
                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                         Maximum          Maximum          Amount of
Title of Securities   Amount to be   Offering Price      Aggregate       Registration
to be Registered      Registered(1)   per Share(2)    Offering Price(2)       fee
1996 Stock Plan
Common Stock,
$0.001 par value      3,500,000         $38.25         133,875,000          $35,343
(1)     This  Registration  Statement  shall also cover any additional shares of
Common  Stock  which  become issuable under the 1996 Stock Plan by reason of any
stock  dividend,  stock  split,  recapitalization  or  other similar transaction
effected  without  the Registrant's receipt of consideration which results in an
increase  in  the number of the outstanding shares of Registrant's Common Stock.
(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
Securities  Act of 1933, as amended, on the basis of the average of the high and
low  selling  prices per share of Registrant's Common Stock on October 18, 2000,
as  reported  by  the  Nasdaq  National  Market.

                                        1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------
     Cirrus Logic, Inc. (the "Registrant") hereby incorporates by reference into
this  Registration  Statement  the following documents previously filed with the
Securities  and  Exchange  Commission  (the  "Commission"):

(a)     The Registrant's Annual Report on Form 10-K filed with the Commission on
June  23,  2000  for  the  fiscal  year  ending  March  25,  2000;

(b)     The Registrant's Quarterly Report on Form 10-Q filed with the Commission
on  August  8,  2000  for  the  period  ending  June  24,  2000;

(c)     The  Registrant's  Current Reports on Form 8-K filed with the Commission
on  April  7, 2000; May 10, 2000; June 2, 2000; October 4, 2000; and October 23,
2000,  respectively;  and

(d)     The  Registrant's  Registration  Statement  on  Form  8-A filed with the
Commission  on  May  1,  1989,  in  which  are  described  the terms, rights and
provisions  applicable  to  the  Registrant's  outstanding  Common  Stock.

     All  reports  and definitive proxy or information statements filed pursuant
to  Section  13(a),  13(c),  14  or 15(d) of the 1934 Act after the date of this
Registration  Statement  and  prior  to the filing of a post-effective amendment
which  indicates  that  all  securities  offered  hereby have been sold or which
de-registers  all  securities  then  remaining  unsold  shall  be  deemed  to be
incorporated  by  reference  into  this  Registration Statement and to be a part
hereof  from the date of filing of such documents.  Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed  to be modified or superseded for purposes of this Registration Statement
to  the  extent  that  a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such  statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration  Statement.
Item  4.     Description  of  Securities
             ---------------------------
     Not  Applicable.

Item  5.     Interests  of  Named  Experts  and  Counsel
             -------------------------------------------
     Not  Applicable.

Item  6.     Indemnification  of  Directors  and  Officers
             ---------------------------------------------
     The  Registrant's  Certificate  of  Incorporation  limits  the liability of
directors  to  the  maximum  extent  permitted  by  Delaware  law.  Delaware law
provides  that  directors  of  a  corporation shall not be personally liable for
monetary  damages  for  breach  of  their  fiduciary duties as directors, except
liability  (i) for any breach of their duty of loyalty to the corporation or its
stockholders,  (ii)  for  acts  or  omissions  not in good faith or that involve
intentional  misconduct  or  a  knowing  violation  of  law,  (iii) for unlawful
payments  of dividends or unlawful stock repurchases or redemptions, or (iv) for
any  transaction  from  which the director derived an improper personal benefit.

The  Registrant's  Bylaws  provide  that  the  Registrant  shall  indemnify  its
directors  and  officers  and my indemnify its employees and other agents to the
fullest  extent  permitted by Delaware law.  The Registrant's Bylaws also permit
the  Registrant to secure insurance on behalf of any officer, director, employee
or  other  agent  for  any  liability  arising out of his or her actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General Corporation Law of Delaware.
The  Registrant  currently  has secured such insurance on behalf of its officers
and  directors.
                                        2
The  Registrant  has  entered  into  agreements  to  indemnify its directors and
officers,  in  addition  to  indemnification  provided  for  in the Registrant's
Bylaws.  Subject  to  certain  conditions, these agreements, among other things,
indemnify  the  Registrant's  directors  and  officers  for  certain  expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any  such person in any action or proceedings, including any action by or in the
right  of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or  enterprise  to  which  the  person  provides  services at the request of the
Registrant.

Item  7.     Exemption  from  Registration  Claimed
             --------------------------------------
     Not  Applicable.

Item  8.     Exhibits
             --------
Exhibit  Number       Exhibit
---------------       -------
  4                   Instruments Defining the Rights of Stockholders.
                      Reference  is  made  to  Registrant's  Registration
                      Statement  on  Form  8-A,  together  with  any
                      exhibits thereto, which are incorporated  herein  by
                      reference  pursuant  to  Item  3(d)  to  this
                      Registration  Statement.
  5                   Opinion  and  consent  of  Brobeck,  Phleger  &
                      Harrison  LLP.
 23.1                 Consent  of  Ernst  &  Young  LLP,  Independent
                      Auditors.
 23.2                 Consent  of  Brobeck,  Phleger  & Harrison LLP is
                      contained  in  Exhibit  5.
 24.1                 Power  of  Attorney.
 99.1                 1996  Stock  Plan  (Amended  and  Restated  as of
                      September  28,  2000).

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:  (i)  to  include  any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or
events  arising  after the effective date of this Registration Statement (or the
most  recent  post-effective  amendment  thereof)  which, individually or in the
aggregate,  represent  a fundamental change in the information set forth in this
Registration  Statement  and  (iii)  to  include  any  material information with
respect  to  the  plan  of  distribution  not  previously  disclosed  in  this
Registration  Statement  or  any  material  change  to  such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if  the  information  required  to  be  included in a post-effective
amendment  by  those  clauses  is  contained  in  periodic  reports filed by the
Registrant  pursuant  to  Section  13  or Section 15(d) of the 1934 Act that are
incorporated  by  reference  into  this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1996
Stock  Plan.

B.     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be  permitted  to  directors,  officers or controlling persons of the Registrant
pursuant  to  the  indemnification provisions summarized in Item 6 or otherwise,
the  Registrant  has  been  advised that, in the opinion of the Commission, such
indemnification  is  against  public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the final
adjudication  of  such  issue.

                                        3
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  Austin, State of Texas on this 23rd day of
October,  2000.
                                   CIRRUS  LOGIC,  INC.

                                   By:      /s/  David  D.  French
                                           -----------------------
                                              David  D.  French
                                   President  and  Chief  Executive  Officer
    IN  WITNESS  WHEREOF,  each  of  the undersigned has executed this Power of
Attorney  as  of  the  date  indicated.
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated.
SIGNATURE                                           TITLE                                  DATE
                                --------------------------------------------------------  ----------------
/s/ David D. French        President, Chief Executive Officer and Director
     -------------------------
     David D. French            (Principal Executive Officer)                             October 23, 2000

     /s/ Robert W. Fay          Vice President, Chief Financial Officer, and  Secretary
     -------------------------
     Robert W. Fay              (Principal Financial and Accounting Officer)              October 23, 2000

     -------------------------
     Michael Hackworth          Chairman of the Board                                     October 23, 2000

     -------------------------
     Suhas S. Patil             Chairman Emeritus and Director                            October 23, 2000

     /s/ D. James Guzy
     -------------------------
  *  D. James Guzy              Director                                                  October 23, 2000

     /s/ Dr. Harold J. Raveche
     -------------------------
  *  Dr. Harold J. Raveche      Director                                                  October 23, 2000

     /s/ Walden C. Rhines
     -------------------------
  *  Walden C. Rhines           Director                                                  October 23, 2000

     /s/ Robert H. Smith
     -------------------------
  *  Robert H. Smith            Director                                                  October 23, 2000

     /s/ Alfred S. Teo
     -------------------------
  *  Alfred S. Teo              Director                                                  October 23, 2000
*  This  registration  statement has been signed on behalf of the above officers
and  directors  by  David  D.  French,  President,  Chief  Executive Officer and
Director  of  the  Company  And  Robert W. Fay as attorney-in-fact pursuant to a
power  of  attorney  filed  as  Exhibit  24.1  to  this  registration statement.

Dated:  October  23,  2000                By:   /s/  David  D.  French
                                             -----------------------------------
                                            David  D.  French,  Attorney-in-Fact

                                          By:   /s/  Robert  W.  Fay
                                               ---------------------------------
                                              Robert  W.  Fay,  Attorney-in-Fact

                                        4
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS
                                       TO
                                    FORM S-8
                                      UNDER
                             SECURITIES ACT OF 1933

                               CIRRUS LOGIC, INC.

                                        5
EXHIBIT  INDEX

Exhibit  Number       Exhibit
---------------       -------
  4                   Instruments Defining the Rights of Stockholders.
                      Reference  is  made  to  Registrant's  Registration
                      Statement  on  Form  8-A,  together  with  any
                      exhibits thereto, which are incorporated  herein  by
                      reference  pursuant  to  Item  3(d)  to  this
                      Registration  Statement.
  5                   Opinion  and  consent  of  Brobeck,  Phleger  &
                      Harrison  LLP.
 23.1                 Consent  of  Ernst  &  Young  LLP,  Independent
                      Auditors.
 23.2                 Consent  of  Brobeck,  Phleger  & Harrison LLP is
                      contained  in  Exhibit  5.
 24.1                 Power  of  Attorney.
 99.1                 1996  Stock  Plan  (Amended  and  Restated  as of
                      September  28,  2000).
                                        6
EXHIBIT 5
             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                October 23, 2000

Cirrus  Logic,  Inc.
4210  South  Industrial  Drive
Austin,  Texas  78744
Re:     Cirrus Logic, Inc. - Registration Statement for Offering of an Aggregate
        of  3,500,000  Shares  of  Common  Stock

Dear  Ladies  and  Gentlemen:

     We have acted as counsel to Cirrus Logic, Inc., a Delaware corporation (the
"Company"),  in  connection with the registration on Form S-8 (the "Registration
Statement")  under  the  Securities  Act  of  1933, as amended, of an additional
3,500,000  shares  of  common stock (the "Shares") authorized for issuance under
the  Company's  1996  Stock Plan (Amended and Restated as of September 23, 2000)
(the  "Plan").
This opinion is being furnished in accordance with the requirements of Item 8 of
Form  S-8  and  Item  601(b)(5)(i)  of  Regulation  S-K.
We  have  reviewed the Company's charter documents and the corporate proceedings
taken  by the Company in connection with the reservation of the Shares under the
Plan.  Based  on  such  review,  we are of the opinion that, if, as and when the
Shares  have  been  issued  and  sold  (and the consideration therefor received)
pursuant  to  the provisions of option agreements duly authorized under the Plan
and  in  accordance  with  the  Registration Statement, such Shares will be duly
authorized,  legally  issued,  fully  paid  and  nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration
Statement.
This  opinion  letter  is  rendered  as  of  the date first written above and we
disclaim  any  obligation  to  advise  you  of  facts,  circumstances, events or
developments  which  hereafter  may  be  brought  to our attention and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited  to  the  matters  set  forth above and we render no opinion, whether by
implication  or  otherwise, as to any other matters relating to the Company, the
Plan  or  the  Shares.

                                        Very  truly  yours,

                                        BROBECK,  PHLEGER  &  HARRISON  LLP

                                        7
EXHIBIT 23.1
                          CONSENT OF ERNST & YOUNG LLP
                              INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Plan (Amended and Restated as of September 28,
2000)  of Cirrus Logic, Inc. of our report dated April 25, 2000, except Note 18,
as to which the date is May 31, 2000, with respect to the consolidated financial
statements  and  schedule  of  Cirrus  Logic, Inc. included in its Annual Report
(Form  10-K)  for  the  year ended March 25, 2000, filed with the Securities and
Exchange  Commission.

                                              /s/  Ernst  &  Young  LLP

Austin,  Texas
October  20,  2000

                                        8
EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes  and  appoints  David  D.  French and Robert W. Fay,
jointly and severally, his attorney-in-fact, with the power of substitution, for
him  in  any  and  all  capacities,  to  sign the documents listed below and any
amendments  to  those documents, 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 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, these Registration
Statements have been signed by the following persons in the capacities indicated
on  October  18,  2000.

Post Effective amendment to Registration Statement Number 333-23553 on Form S-3:
To  withdraw  the registration statement for the shares issued to bondholders as
the  registration  rights  given  in  the  agreement  have  expired

Post Effective amendment to Registration Statement Number 333-86561 on Form S-3:
To withdraw the registration statement for the shares issued to AudioLogic, Inc.
shareholders  as the registration rights given in the acquisition agreement have
expired

Post Effective amendment to Registration Statement Number 333-32964 on Form S-3:
To  withdraw  the  registration  statement  for  the shares issued to IBM as the
registration  rights  given  in  the  restructuring  agreement  have  expired

Registration Statement on Form S-8: To file past amendments to the 1989 Employee
Stock  Purchase  Plan  with  the  Securities  Exchange  Commission

Registration Statement on Form S-8: To increase the number shares authorized for
issuance  under  the  1996  Stock  Plan  by  3,500,000
SIGNATURE                                   TITLE
---------------------  -----------------------------------------------
---------------------
Michael L. Hackworth   Chairman of the Board and Director

---------------------
Suhas S. Patil         Chairman Emeritus and Director

/s/ David D. French
---------------------
David D. French        President, Chief Executive Officer and Director

/s/ Walden C. Rhines
---------------------
Walden C. Rhines       Director

/s/ Robert H. Smith
---------------------
Robert H. Smith        Director

/s/ Alfred S. Teo
---------------------
Alfred S. Teo          Director

/s/ D. James Guzy
---------------------
D. James Guzy          Director

/s/ Harold J. Raveche
---------------------
Harold J. Raveche      Director
9
EXHIBIT 99.1
                                 1996 STOCK PLAN
                 (AMENDED AND RESTATED AS OF SEPTEMBER 28, 2000)
II.     PURPOSES  OF  THE  PLAN.  THE  PURPOSES  OF  THIS  STOCK  PLAN  ARE:
        -----------------------
-     to  attract  and  retain  the  best  available  personnel for positions of
      substantial  responsibility,

-     to  provide  additional  incentive  to  Employees  and  Consultants,  and

-     to  promote  the  success  of  the  Company's  business.

Options  granted  under  the Plan may be Incentive Stock Options or Nonstatutory
Stock  Options,  as determined by the Administrator at the time of grant.  Stock
Purchase  Rights  may  also  be  granted  under  the  Plan.

III.     DEFINITIONS.  AS  USED  HEREIN,  THE FOLLOWING DEFINITIONS SHALL APPLY:
         -----------
(a)     "Administrator"  means  the  Board  or any of its Committees as shall be
         -------------
         administering the Plan, in accordance with Section 4  of  the  Plan.
(b)     "Applicable  Laws"  means  the  legal  requirements  relating  to  the
         ----------------
         administration of stock option plans under U.S. state corporate laws,
         U.S. federal and state securities laws, the Code and the applicable
         laws of any foreign  country  or jurisdiction where Options or Stock
         Purchase Rights will be or  are  being  granted  under  the  Plan.
(c)     "Board"  means  the  Board  of  Directors  of  the  Company.
         -----
(d)     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
         ----
(e)     "Committee"  means a Committee appointed by the Board in accordance with
         ---------
Section  4  of  the  Plan.
(f)     "Common  Stock"  means  the  Common  Stock  of  the  Company.
         -------------
(g)     "Company"  means  Cirrus  Logic,  Inc.,  a  Delaware  corporation.
         -------
(h)     "Consultant"  means  any  person,  including  an advisor, engaged by the
         ----------
         Company  or a Parent or Subsidiary to render services and who is
         compensated for such  services.  The  term "Consultant" shall not
         include Directors who are paid only  a  director's fee by the Company
         or who are not compensated by the Company for  their  services  as
         Directors.
(i)     "Continuous  Status  as  an  Employee  or  Consultant"  means  that the
         ----------------------------------------------------
         employment or consulting relationship with the  Company,  any  Parent,
         or Subsidiary,  is not interrupted or terminated. Continuous Status as
         an Employee or  Consultant  shall not be considered interrupted in the
         case of (i) any leave of  absence  approved  by the Company or (ii)
         transfers between locations of the Company or between the Company, its
         Parent, any Subsidiary, or any successor.  A leave of absence approved
         by  the Company shall include sick leave, military leave, or any other
         personal leave approved by an authorized representative of the  Company
         For purposes of Incentive Stock Options, no such leave may exceed
         ninety  days, unless reemployment upon expiration of such leave is
         guaranteed by statute  or  contract. If reemployment  upon  expiration
         of a leave of absence approved by the Company is not so guaranteed, on
         the 181st day of such leave any Incentive  Stock  Option  held  by  the
         Optionee shall cease to be treated as an Incentive  Stock  Option and
         shall be treated for tax purposes as a Nonstatutory Stock  Option.
(j)     "Director"  means  a  member  of  the  Board.
         --------
(k)     "Disability"  means total and permanent disability as defined in Section
         ----------
22(e)(3)  of  the  Code.
(l)     "Employee"  means any person, including Officers and Directors, employed
         --------
         by the Company or any Parent or Subsidiary of the Company.  Neither
         service as a Director  nor  payment of a director's fee by the Company
         shall be sufficient to constitute  "employment"  by  the  Company.
(m)     "Exchange  Act"  means  the Securities Exchange Act of 1934, as amended.
         -------------
(n)     "Fair  Market  Value"  means,  as of any date, the value of Common Stock
         -------------------
        determined  as  follows:
1.     If the Common Stock is listed on any established stock exchange or a
national  market system, including without limitation the Nasdaq National Market
or  The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were  reported) as quoted on such exchange or system for the last market trading
day  prior  to the time of determination, as reported in The Wall Street Journal
or  such  other  source  as  the  Administrator  deems  reliable;
2.     If the Common Stock is regularly quoted by a recognized securities dealer
but  selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock  on  the  last  market  trading  day prior to the day of determination, as
reported  in  The  Wall Street Journal or such other source as the Administrator
deems  reliable;
3.     In  the  absence  of an established market for the Common Stock, the Fair
Market  Value  shall  be  determined  in  good  faith  by  the  Administrator.
(o)     "Incentive  Stock  Option"  means  an  Option  intended to qualify as an
         ------------------------
incentive  stock  option  within  the meaning of Section 422 of the Code and the
regulations  promulgated  thereunder.
(p)     "Nonstatutory  Stock  Option" means an Option not intended to qualify as
         ---------------------------
an  Incentive  Stock  Option.
(q)     "Notice  of  Grant"  means a written notice evidencing certain terms and
         -----------------
conditions of an individual Option or Stock Purchase Right grant.  The Notice of
Grant  is  part  of  the  Option  Agreement.
(r)     "Officer"  means  a  person  who is an officer of the Company within the
         -------
meaning  of  Section  16  of  the  Exchange  Act  and  the rules and regulations
promulgated  thereunder.
(s)     "Option"  means  a  stock  option  granted  pursuant  to  the  Plan.
         ------
(t)     "Option  Agreement" means a written agreement between the Company and an
         -----------------
Optionee evidencing the terms and conditions of an individual Option grant.  The
Option  Agreement  is  subject  to  the  terms  and  conditions  of  the  Plan.
(u)     "Optioned  Stock"  means  the Common Stock subject to an Option or Stock
         ---------------
Purchase  Right.
(v)     "Optionee"  means  an  Employee  or  Consultant who holds an outstanding
         --------
Option  or  Stock  Purchase  Right.
(w)     "Parent"  means  a  "parent  corporation,"  whether  now  or  hereafter
         ------
existing,  as  defined  in  Section  424(e)  of  the  Code.
(x)     "Plan"  means  this  1996  Stock  Option  Plan.
         ----
(y)     "Restricted  Stock"  means shares of Common Stock acquired pursuant to a
         -----------------
grant  of  Stock  Purchase  Rights  under  Section  11  below.
(z)     "Restricted  Stock Purchase Agreement" means a written agreement between
         ------------------------------------
the  Company  and the Optionee evidencing the terms and restrictions applying to
stock  purchased  under  a  Stock Purchase Right.  The Restricted Stock Purchase
Agreement  is  subject to the terms and conditions of the Plan and the Notice of
Grant.
(aa)     "Rule  16b-3"  means Rule 16b-3 of the Exchange Act or any successor to
          -----------
Rule  16b-3, as in effect when discretion is being exercised with respect to the
Plan.
(bb)     "Section  16(b)"  means Section 16(b) of the Securities Exchange Act of
          --------------
1934,  as  amended.
(cc)     "Share"  means  a  share of the Common Stock, as adjusted in accordance
          -----
with  Section  13  of  the  Plan.
(dd)     "Stock  Purchase  Right"  means  the  right  to  purchase  Common Stock
          ----------------------
pursuant  to  Section  11  of  the  Plan,  as  evidenced  by  a Notice of Grant.
(ee)     "Subsidiary" means a "subsidiary corporation," whether now or hereafter
          ----------
existing,  as  defined  in  Section  424(f)  of  the  Code.
IV.     STOCK  SUBJECT  TO THE PLAN.  SUBJECT TO THE PROVISIONS OF SECTION 13 OF
        ---------------------------
THE  PLAN, THE MAXIMUM AGGREGATE NUMBER OF SHARES WHICH MAY BE OPTIONED AND SOLD
UNDER THE PLAN IS 12,000,000 SHARES.  SUCH AUTHORIZED SHARE RESERVE INCLUDES THE
2,500,000  SHARES  INITIALLY RESERVED UNDER THE PLAN AUTHORIZED BY THE BOARD MAY
21,  1996  AND APPROVED BY THE STOCKHOLDERS AUGUST 1, 1996, PLUS (I) AN INCREASE
OF  AN ADDITIONAL 2,000,000 SHARES, OF WHICH 1,000,000 SHARES WERE AUTHORIZED BY
THE  BOARD  MARCH 19, 1997 AND 1,000,000 SHARES WERE AUTHORIZED BY THE BOARD MAY
28,  1997,  AND  WHICH INCREASES WERE APPROVED BY THE STOCKHOLDERS JULY 31, 1997
(THE  "1997  INCREASE"),  (III)  AN  INCREASE  OF AN ADDITIONAL 2,000,000 SHARES
AUTHORIZED  BY THE BOARD APRIL 1, 1998 AND APPROVED BY THE STOCKHOLDERS JULY 21,
1998  (THE  "1998 INCREASE"), (IV) AN INCREASE OF AN ADDITIONAL 2,000,000 SHARES
AUTHORIZED  BY THE BOARD APRIL 1, 1999 AND APPROVED BY THE STOCKHOLDERS JULY 29,
1999  (THE  "1999  INCREASE"),  AND  (V)  AN INCREASE OF AN ADDITIONAL 3,500,000
SHARES  AUTHORIZED  BY  THE BOARD JULY 27, 2000 AND APPROVED BY THE STOCKHOLDERS
SEPTEMBER  28,  2000  (THE  "2000 INCREASE").  THE SHARES MAY BE AUTHORIZED, BUT
UNISSUED,  OR  REACQUIRED  COMMON  STOCK.
     If  an  Option  or  Stock  Purchase  Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which were subject
thereto  shall  become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been
issued  under  the  Plan,  whether  upon exercise of an Option or Stock Purchase
Right,  shall  not  be  returned  to the Plan and shall not become available for
future  distribution  under  the Plan, except that if Shares of Restricted Stock
are  repurchased  by  the  Company  at  their  original  purchase price, and the
original  purchaser  of such Shares did not receive any benefits of ownership of
such Shares, such Shares shall become available for future grant under the Plan.
For  purposes of the preceding sentence, voting rights shall not be considered a
benefit  of  Share  ownership.
V.     ADMINISTRATION  OF  THE  PLAN.
       -----------------------------
(a)     Procedure.
        ---------
     1.     Multiple  Administrative  Bodies.  If  permitted  by Rule 16b-3, the
            --------------------------------
Plan may be administered by different bodies with respect to Directors, Officers
who  are  not  Directors,  and Employees who are neither Directors nor Officers.
2.     Administration  With Respect to Directors and Officers Subject to Section
       -------------------------------------------------------------------------
16(b).  With  respect to Option or Stock Purchase Right grants made to Employees
-----
who are also Officers or Directors subject to Section 16(b) of the Exchange Act,
the Plan shall be administered by (A) the Board, if the Board may administer the
Plan  in  a  manner  complying  with  the rules under Rule 16b-3 relating to the
disinterested administration of employee benefit plans under which Section 16(b)
exempt  discretionary  grants and awards of equity securities are to be made, or
(B)  a committee designated by the Board to administer the Plan, which committee
shall  be  constituted to comply with the rules under Rule 16b-3 relating to the
disinterested administration of employee benefit plans under which Section 16(b)
exempt  discretionary  grants  and  awards  of equity securities are to be made.
Once  appointed,  such  Committee  shall  continue  to  serve  in its designated
capacity until otherwise directed by the Board.  From time to time the Board may
increase  the  size  of  the  Committee  and  appoint additional members, remove
members  (with  or  without  cause)  and  substitute new members, fill vacancies
(however  caused),  and  remove  all  members  of  the  Committee and thereafter
directly  administer  the  Plan,  all to the extent permitted by the rules under
Rule  16b-3  relating  to  the  disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and awards of equity
securities  are  to  be  made.
3.     Administration  With Respect to Other Persons.  With respect to Option or
       ---------------------------------------------
Stock  Purchase  Right  grants  made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the
Board  or  (B)  a  committee  designated  by the Board, which committee shall be
constituted  to  satisfy  Applicable Laws.  Once appointed, such Committee shall
serve  in  its  designated  capacity until otherwise directed by the Board.  The
Board  may  increase  the  size of the Committee and appoint additional members,
remove  members  (with  or  without  cause)  and  substitute  new  members, fill
vacancies  (however  caused),  and  remove  all  members  of  the  Committee and
thereafter  directly  administer  the  Plan,  all  to  the  extent  permitted by
Applicable  Laws.
(b)     Powers of the Administrator.  Subject to the provisions of the Plan, and
        ---------------------------
in  the  case  of  a  Committee, subject to the specific duties delegated by the
Board  to  such  Committee,  the  Administrator shall have the authority, in its
discretion:
     1.     to  determine  the  Fair  Market  Value  of  the  Common  Stock,  in
accordance  with  Section  2(n)  of  the  Plan;
2.     to  select  the  Consultants  and  Employees  to  whom  Options and Stock
Purchase  Rights  may  be  granted  hereunder;
3.     to determine whether and to what extent Options and Stock Purchase Rights
or  any  combination  thereof,  are  granted  hereunder;
4.     to  determine  the number of shares of Common Stock to be covered by each
Option  and  Stock  Purchase  Right  granted  hereunder;
5.     to  approve  forms  of  agreement  for  use  under  the  Plan;
6.     to determine the terms and conditions, not inconsistent with the terms of
the  Plan,  of  any award granted hereunder.  Such terms and conditions include,
but  are  not  limited to, the exercise price, the time or times when Options or
Stock  Purchase  Rights  may  be  exercised  (which  may be based on performance
criteria),  any  vesting  acceleration or waiver of forfeiture restrictions, and
any  restriction  or  limitation regarding any Option or Stock Purchase Right or
the  shares of Common Stock relating thereto, based in each case on such factors
as  the  Administrator,  in  its  sole  discretion,  shall  determine;
7.     to  construe  and  interpret  the  terms  of  the Plan and awards granted
pursuant  to  the  Plan;
8.     to  prescribe,  amend  and  rescind rules and regulations relating to the
Plan,  including rules and regulations relating to sub-plans established for the
purpose  of  qualifying  for  preferred  tax  treatment  under foreign tax laws;
9.     to  modify  or  amend  each  Option  or  Stock Purchase Right (subject to
Section  15(c) of the Plan), including the discretionary authority to extend the
post-termination  exercisability  period  of  Options  longer  than is otherwise
provided  for  in  the  Plan;
10.     to  authorize  any  person  to  execute  on  behalf  of  the Company any
instrument  required  to  effect  the grant of an Option or Stock Purchase Right
previously  granted  by  the  Administrator;
11.     to  determine the terms and restrictions applicable to Options and Stock
Purchase  Rights  and  any  Restricted  Stock;  and
12.     to  make  all  other  determinations  deemed  necessary or advisable for
administering  the  Plan.
(c)     Effect  of  Administrator's  Decision.  The  Administrator's  decisions,
        -------------------------------------
determinations  and  interpretations shall be final and binding on all Optionees
and  any  other  holders  of  Options  or  Stock  Purchase  Rights.
VI.     ELIGIBILITY.  NONSTATUTORY  STOCK  OPTIONS AND STOCK PURCHASE RIGHTS MAY
        -----------
BE GRANTED TO EMPLOYEES AND CONSULTANTS.  INCENTIVE STOCK OPTIONS MAY BE GRANTED
ONLY  TO  EMPLOYEES.  IF  OTHERWISE  ELIGIBLE, AN EMPLOYEE OR CONSULTANT WHO HAS
BEEN GRANTED AN OPTION OR STOCK PURCHASE RIGHT MAY BE GRANTED ADDITIONAL OPTIONS
OR  STOCK  PURCHASE  RIGHTS.
VII.     LIMITATIONS.
         -----------
(a)     Each  Option  shall  be  designated  in  the written option agreement as
either  an  Incentive  Stock  Option  or  a Nonstatutory Stock Option.  However,
notwithstanding  such  designation, to the extent that the aggregate Fair Market
Value  of  the  Shares  with  respect  to  which  Incentive  Stock  Options  are
exercisable  for  the first time by the Optionee during any calendar year (under
all  plans  of  the Company and any Parent or Subsidiary) exceeds $100,000, such
Options  shall  be  treated  as  Nonstatutory  Stock  Options.
(b)     Neither  the  Plan  nor  any Option or Stock Purchase Right shall confer
upon  an Optionee any right with respect to continuing the Optionee's employment
or consulting relationship with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such employment or
consulting  relationship  at  any  time,  with  or  without  cause.
(c)     The following limitations shall apply to grants of Options to Employees:
     1.     No  Employee  shall  be  granted, in any fiscal year of the Company,
Options  to  purchase  more  than  400,000  Shares.
2.     In  connection  with  his  or  her initial employment, an Employee may be
granted  Options  to purchase up to an additional 800,000 Shares which shall not
count  against  the  limit  set  forth  in  subsection  (i)  above.
3.     The foregoing limitations shall be adjusted proportionately in connection
with  any  change  in  the  Company's capitalization as described in Section 13.
4.     If an Option is cancelled in the same fiscal year of the Company in which
it was granted (other than in connection with a transaction described in Section
13),  the  cancelled  Option  will  be  counted  against the limits set forth in
subsections  (i)  and  (ii)  above.
VIII.     TERM  OF  PLAN.  SUBJECT  TO  SECTION  19  OF THE PLAN, THE PLAN SHALL
          --------------
BECOME  EFFECTIVE  UPON THE EARLIER TO OCCUR OF ITS ADOPTION BY THE BOARD OR ITS
APPROVAL  BY  THE  STOCKHOLDERS OF THE COMPANY AS DESCRIBED IN SECTION 19 OF THE
PLAN.  IT  SHALL  CONTINUE  IN  EFFECT  FOR  A  TERM  OF  TEN  (10) YEARS UNLESS
TERMINATED  EARLIER  UNDER  SECTION  15  OF  THE  PLAN.
IX.     TERM  OF  OPTION.  THE TERM OF EACH OPTION SHALL BE STATED IN THE NOTICE
        ----------------
OF  GRANT; PROVIDED, HOWEVER, THAT IN THE CASE OF AN INCENTIVE STOCK OPTION, THE
           --------
TERM  SHALL BE TEN (10) YEARS FROM THE DATE OF GRANT OR SUCH SHORTER TERM AS MAY
BE  PROVIDED  IN  THE  NOTICE  OF  GRANT.
X.     OPTION  EXERCISE  PRICE  AND  CONSIDERATION.
       -------------------------------------------
(a)     Exercise  Price.  The  per  share  exercise  price  for the Shares to be
        ---------------
issued  pursuant to exercise of an Option shall be no less than 100% of the Fair
Market  Value  per  Share  on  the  date  of  grant.
(b)     Waiting  Period  and  Exercise Dates.  At the time an Option is granted,
        ------------------------------------
the  Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the Option may
be exercised.  In so doing, the Administrator may specify that an Option may not
be  exercised until either the completion of a service period or the achievement
of  performance  criteria  with  respect  to  the  Company  or  the  Optionee.
(c)     Form of Consideration.  The Administrator shall determine the acceptable
        ---------------------
form of consideration for exercising an Option, including the method of payment.
In  the case of an Incentive Stock Option, the Administrator shall determine the
acceptable  form  of consideration at the time of grant.  Such consideration may
consist  entirely  of:
1.     cash;
2.     check;
3.     promissory  note;
4.     other Shares which (A) in the case of Shares acquired upon exercise of an
option,  have been owned by the Optionee for more than six months on the date of
surrender,  and  (B)  have a Fair Market Value on the date of surrender equal to
the  aggregate  exercise  price  of  the Shares as to which said Option shall be
exercised;
5.     delivery  of a properly executed exercise notice together with such other
documentation  as the Administrator and the broker, if applicable, shall require
to  effect  an exercise of the Option and delivery to the Company of the sale or
loan  proceeds  required  to  pay  the  exercise  price;
6.     a  reduction  in  the  amount  of  any Company liability to the Optionee,
including  any  liability  attributable  to  the Optionee's participation in any
Company-sponsored  deferred  compensation  program  or  arrangement;
7.     any  combination  of  the  foregoing  methods  of  payment;  or
8.     such other consideration and method of payment for the issuance of Shares
to  the  extent  permitted  by  Applicable  Laws.
XI.     EXERCISE  OF  OPTION.
        --------------------
(a)     Procedure  for  Exercise;  Rights  as a Shareholder.  Any Option granted
        ---------------------------------------------------
hereunder  shall  be  exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in  the  Option  Agreement.
1.     An  Option  may  not  be  exercised  for  a  fraction  of  a  Share.
2.     An  Option  shall  be  deemed  exercised  when  the Company receives: (i)
written  notice  of  exercise (in accordance with the Option Agreement) from the
person  entitled  to  exercise  the Option, and (ii) full payment for the Shares
with  respect to which the Option is exercised.  Full payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted  by the Option Agreement and the Plan.  Shares issued upon exercise of
an  Option  shall  be issued in the name of the Optionee or, if requested by the
Optionee,  in  the  name of the Optionee and his or her spouse.  Until the stock
certificate  evidencing  such  Shares is issued (as evidenced by the appropriate
entry  on the books of the Company or of a duly authorized transfer agent of the
Company),  no  right  to  vote  or  receive  dividends  or any other rights as a
shareholder  shall exist with respect to the Optioned Stock, notwithstanding the
exercise  of  the  Option.  The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised.  No adjustment will be
made  for  a  dividend  or other right for which the record date is prior to the
date  the  stock  certificate is issued, except as provided in Section 13 of the
Plan.
3.     Exercising  an  Option  in any manner shall decrease the number of Shares
thereafter  available,  both  for  purposes  of  the Plan and for sale under the
Option,  by  the  number  of  Shares  as  to  which  the  Option  is  exercised.
(b)     Termination  of Employment or Consulting Relationship.  Upon termination
        -----------------------------------------------------
of an Optionee's Continuous Status as an Employee or Consultant, other than upon
the  Optionee's death or Disability, the Optionee may exercise his or her Option
within  such period of time as is specified in the Notice of Grant to the extent
that  he or she is entitled to exercise it on the date of termination (but in no
event  later  than the expiration of the term of such Option as set forth in the
Notice  of  Grant).  In  the absence of a specified time in the Notice of Grant,
the  Option  shall  remain  exercisable  for  three  (3)  months  following  the
Optionee's  termination.  Notwithstanding the above, in the event the Company is
involved  in  a merger as a result of which Optionees are precluded from selling
shares  of  the  acquiring  company  until  the publication of financial results
covering  post-merger combined operations ("Pooling Restrictions"), options held
by  Optionees  subject  to such Pooling Restrictions (including options that are
assumed or substituted pursuant to Section 13(c)) shall remain exercisable until
five  (5)  business  days after the expiration of such Pooling Restrictions (but
not  beyond  the  original  term  of  the  Option)  notwithstanding  an  earlier
termination  of  such Optionee's Continuous Status as an Employee or Consultant.
If,  on the date of termination, the Optionee is not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of the Option
shall revert to the Plan.  If, after termination, the Optionee does not exercise
his  or  her  Option  within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.
     Notwithstanding  the  above, in the event of an Optionee's change in status
from Consultant to Employee or Employee to Consultant, the Optionee's Continuous
Status  as an Employee or Consultant shall not automatically terminate solely as
a  result  of  such  change in status.  In such event, an Incentive Stock Option
held  by the Optionee shall cease to be treated as an Incentive Stock Option and
shall  be  treated  for tax purposes as a Nonstatutory Stock Option three months
and  one  day  following  such  change  of  status.
(c)     Disability  of  Optionee.  Upon  termination of an Optionee's Continuous
        ------------------------
Status  as  an  Employee or Consultant as a result of the Optionee's Disability,
the  Optionee  may  exercise  his  or  her Option at any time within twelve (12)
months (or such other period of time as is determined by the Administrator) from
the date of termination, but only to the extent that the Optionee is entitled to
exercise  it  on  the  date  of  termination  (and  in  no  event later than the
expiration  of the term of the Option as set forth in the Notice of Grant).  If,
on  the date of termination, the Optionee is not entitled to exercise his or her
entire  Option,  the  Shares  covered by the unexercisable portion of the Option
shall revert to the Plan.  If, after termination, the Optionee does not exercise
his  or her Option within the time specified herein, the Option shall terminate,
and  the  Shares  covered  by  such  Option  shall  revert  to  the  Plan.
(d)     Death of Optionee.  In the event of the death of an Optionee, the Option
        -----------------
may  be exercised at any time within twelve (12) months (or such other period of
time  as is determined by the Administrator) following the date of death (but in
no  event  later  than the expiration of the term of such Option as set forth in
the  Notice  of Grant), by the Optionee's estate or by a person who acquired the
right  to  exercise the Option by bequest or inheritance, but only to the extent
that the Optionee was entitled to exercise the Option at the date of death.  If,
at  the  time  of  death,  the  Optionee was not entitled to exercise his or her
entire  Option,  the  Shares  covered by the unexercisable portion of the Option
shall immediately revert to the Plan.  If, after death, the Optionee's estate or
a person who acquired the right to exercise the Option by bequest or inheritance
does  not exercise the Option within the time specified herein, the Option shall
terminate,  and  the  Shares  covered  by  such Option shall revert to the Plan.
(e)     Rule 16b-3.  Options granted to individuals subject to Section 16 of the
        ----------
Exchange  Act  ("Insiders")  must  comply with the applicable provisions of Rule
16b-3  and  shall  contain  such additional conditions or restrictions as may be
required  thereunder to qualify for the maximum exemption from Section 16 of the
Exchange  Act  with  respect  to  Plan  transactions.
XII.     STOCK  PURCHASE  RIGHTS.
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(a)     Rights  to  Purchase.  Stock Purchase Rights may be issued either alone,
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in  addition  to,  or  in tandem with other awards granted under the Plan and/or
cash  awards  made outside of the Plan.  After the Administrator determines that
it  will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in  writing,  by  means  of  a  Notice  of  Grant,  of the terms, conditions and
restrictions  related  to  the  offer,  including  the number of Shares that the
offeree shall be entitled to purchase, the price to be paid, and the time within
which  the offeree must accept such offer, which shall in no event exceed ninety
(90)  days  from the date upon which the Administrator made the determination to
grant  the  Stock Purchase Right.  The offer shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the Administrator.
The  aggregate number of Shares subject to grants of Stock Purchase Rights shall
not  exceed  ten  percent  (10%)  of  the Shares subject to the Plan pursuant to
Section  3.
(b)     Repurchase  Option.  Unless  the Administrator determines otherwise, the
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Restricted  Stock Purchase Agreement shall grant the Company a repurchase option
exercisable  upon  the  voluntary  or involuntary termination of the purchaser's
employment  with  the  Company  for  any reason (including death or Disability);
provided  that  the  minimum  period  of  employment over which any such Company
repurchase  option  lapses shall not be less than three (3) years.  The purchase
price for Shares repurchased pursuant to the Restricted Stock purchase agreement
shall  be  the  original  price  paid  by  the  purchaser  and  may  be  paid by
cancellation  of  any  indebtedness  of  the  purchaser  to  the  Company.  The
repurchase  option  shall  lapse  at  a  rate  determined  by the Administrator.
(c)     Rule  16b-3.  Stock  Purchase  Rights  granted  to  Insiders, and Shares
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purchased by Insiders in connection with Stock Purchase Rights, shall be subject
to  any  restrictions  applicable  thereto  in  compliance  with Rule 16b-3.  An
Insider  may  only  purchase  Shares  pursuant  to the grant of a Stock Purchase
Right,  and  may  only  sell  Shares  purchased pursuant to the grant of a Stock
Purchase  Right,  during  such  time  or  times  as are permitted by Rule 16b-3.
(d)     Other Provisions.  The Restricted Stock Purchase Agreement shall contain
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such  other  terms,  provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its sole discretion.  In addition, the
provisions  of  Restricted  Stock  Purchase Agreements need not be the same with
respect  to  each  purchaser.
(e)     Rights  as  a  Shareholder.  Once the Stock Purchase Right is exercised,
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the  purchaser  shall  have the rights equivalent to those of a shareholder, and
shall  be  a shareholder when his or her purchase is entered upon the records of
the  duly  authorized transfer agent of the Company.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.
(f)     Issuance  of  Shares.  As  soon  as  possible  after full payment of the
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purchase  price,  the  Shares purchased shall be duly issued; provided, however,
that  the  Administrator  may require that the purchaser make adequate provision
for  any Federal and State withholding obligations of the Company as a condition
to  such  purchase.
(g)     Shares  Available Under the Plan.  Exercise of a Stock Purchase Right in
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any  manner  shall  result in a decrease in the number of Shares that thereafter
shall  be  available  for  reissuance  under  the  Plan.
XIII.     NON-TRANSFERABILITY  OF  OPTIONS AND STOCK PURCHASE RIGHTS.  AN OPTION
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OR  STOCK  PURCHASE  RIGHT  MAY  NOT  BE  SOLD, PLEDGED, ASSIGNED, HYPOTHECATED,
TRANSFERRED,  OR  DISPOSED OF IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS OF
DESCENT  OR  DISTRIBUTION  AND  MAY  BE  EXERCISED,  DURING  THE LIFETIME OF THE
OPTIONEE,  ONLY  BY  THE  OPTIONEE.
XIV.     ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION,  DISSOLUTION, MERGER OR
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ASSET  SALE.
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(a)     Changes  in  Capitalization.  Subject  to  any  required  action  by the
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stockholders  of  the  Company,  the number of shares of Common Stock covered by
each  outstanding  Option  and Stock Purchase Right, and the number of shares of
Common  Stock  which  have been authorized for issuance under the Plan but as to
which  no  Options  or Stock Purchase Rights have yet been granted or which have
been  returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or  Stock  Purchase  Right,  shall be proportionately
adjusted  for  any increase or decrease in the number of issued shares of Common
Stock  resulting  from  a  stock  split,  reverse  stock  split, stock dividend,
combination  or  reclassification  of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by  the  Company;  provided,  however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt of consideration."  Such adjustment shall be made by the Board,
whose  determination  in  that  respect  shall be final, binding and conclusive.
Except  as  expressly  provided  herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the  number  or  price  of  shares of Common Stock subject to an Option or Stock
Purchase  Right.
(b)     Dissolution  or  Liquidation.   In the event of the proposed dissolution
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or  liquidation  of the Company, the Administrator shall notify each Optionee as
soon  as  practicable  prior to the effective date of such proposed transaction.
The  Administrator  in  its  discretion  may provide for an Optionee to have the
right  to exercise his or her Option or Stock Purchase Right until ten (10) days
prior  to  such  transaction  as  to  all of the Optioned Stock covered thereby,
including  Shares as to which the Option would not otherwise be exercisable.  In
addition,  the  Administrator  may  provide  that  any Company repurchase option
applicable  to any Shares purchased upon exercise of an Option or Stock Purchase
Right  shall  lapse  as to all such Shares, provided the proposed dissolution or
liquidation  takes  place  at  the  time and in the manner contemplated.  To the
extent  it  has not been previously exercised, an Option or Stock Purchase Right
will  terminate  immediately  prior to the consummation of such proposed action.
(c)     Merger  or  Asset Sale.  In the event of a merger of the Company with or
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into  another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent  option or right substituted by the successor corporation or a Parent
or  Subsidiary  of the successor corporation, or in the event that the successor
corporation  refuses  to  assume  or substitute for the Option or Stock Purchase
Right,  the  Optionee  shall  have  the  right  to  exercise the Option or Stock
Purchase  Right as to all of the Optioned Stock, including Shares as to which it
would  not  otherwise  be  exercisable.  If an Option or Stock Purchase Right is
exercisable  in  lieu  of assumption or substitution in the event of a merger or
sale  of  assets, the Administrator shall notify the Optionee that the Option or
Stock  Purchase  Right  shall  be fully exercisable for a period of fifteen (15)
days  from the date of such notice, and the Option or Stock Purchase Right shall
terminate  upon  the  expiration  of  such  period.  For  the  purposes  of this
paragraph,  the  Option  or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right to
purchase  or  receive, for each Share of Optioned Stock subject to the Option or
Stock  Purchase  Right  immediately  prior  to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the  merger  or sale of assets by holders of Common Stock for each Share held on
the  effective  date of the transaction (and if holders were offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the  outstanding Shares); provided, however, that if such consideration received
in  the  merger  or  sale of assets was not solely common stock of the successor
corporation  or  its  Parent,  the  Administrator  may,  with the consent of the
successor  corporation,  provide  for  the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject  to the Option or Stock Purchase Right, to be solely common stock of the
successor  corporation or its Parent equal in fair market value to the per share
consideration  received  by  holders  of  Common  Stock in the merger or sale of
assets.
XV.     DATE  OF  GRANT.  THE DATE OF GRANT OF AN OPTION OR STOCK PURCHASE RIGHT
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SHALL  BE,  FOR  ALL  PURPOSES,  THE  DATE  ON WHICH THE ADMINISTRATOR MAKES THE
DETERMINATION  GRANTING SUCH OPTION OR STOCK PURCHASE RIGHT, OR SUCH OTHER LATER
DATE  AS  IS DETERMINED BY THE ADMINISTRATOR.  NOTICE OF THE DETERMINATION SHALL
BE  PROVIDED  TO  EACH  OPTIONEE WITHIN A REASONABLE TIME AFTER THE DATE OF SUCH
GRANT.
XVI.     AMENDMENT  AND  TERMINATION  OF  THE  PLAN.
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(a)     Amendment  and  Termination.  The  Board  may  at any time amend, alter,
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suspend  or  terminate  the  Plan.
(b)     Shareholder  Approval.  The Company shall obtain shareholder approval of
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any  Plan  amendment  to  the extent necessary and desirable to comply with Rule
16b-3  or  with  Sections  162(m)  or  422 of the Code (or any successor rule or
statute  or other applicable law, rule or regulation, including the requirements
of  any  exchange  or  quotation  system  on which the Common Stock is listed or
quoted).  Such  shareholder  approval,  if required, shall be obtained in such a
manner  and  to  such  a  degree  as  is required by the applicable law, rule or
regulation.
(c)     Effect  of  Amendment  or  Termination.  No  amendment,  alteration,
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suspension  or  termination of the Plan shall impair the rights of any Optionee,
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unless  mutually  agreed  otherwise  between the Optionee and the Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
(d)     Plan  Amendments.  The  Plan  was  amended  in order to approve the 1997
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Increase,  the  1998  Increase,  the  1999  Increase  and  the  2000  Increase,
respectively,  and  this  restatement  incorporates  such  amendments.
XVII.     CONDITIONS  UPON  ISSUANCE  OF  SHARES.
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(a)     Legal  Compliance.  Shares  shall not be issued pursuant to the exercise
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of an Option or Stock Purchase Right unless the exercise of such Option or Stock
Purchase  Right  and  the issuance and delivery of such Shares shall comply with
all  relevant  provisions  of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder,  Applicable  Laws,  and  the  requirements  of any stock exchange or
quotation  system  upon which the Shares may then be listed or quoted, and shall
be  further  subject  to the approval of counsel for the Company with respect to
such  compliance.
(b)     Investment Representations.  As a condition to the exercise of an Option
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or  Stock  Purchase  Right,  the  Company may require the person exercising such
Option  or Stock Purchase Right to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to  sell  or  distribute  such  Shares if, in the opinion of
counsel  for  the  Company,  such  a  representation  is  required.
XVIII.     LIABILITY  OF  COMPANY.
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(a)     Inability  to  Obtain Authority.  The inability of the Company to obtain
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authority  from  any  regulatory  body  having  jurisdiction, which authority is
deemed  by the Company's counsel to be necessary to the lawful issuance and sale
of  any  Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall  not  have  been  obtained.
(b)     Grants  Exceeding  Allotted Shares.  If the Optioned Stock covered by an
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Option  or  Stock Purchase Right exceeds, as of the date of grant, the number of
Shares  which  may  be  issued  under  the  Plan  without additional shareholder
approval, such Option or Stock Purchase Right shall be void with respect to such
excess  Optioned Stock, unless shareholder approval of an amendment sufficiently
increasing  the  number  of  Shares  subject  to  the Plan is timely obtained in
accordance  with  Section  15(b)  of  the  Plan.
XIX.     RESERVATION OF SHARES.  THE COMPANY, DURING THE TERM OF THIS PLAN, WILL
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AT  ALL  TIMES  RESERVE  AND  KEEP  AVAILABLE  SUCH NUMBER OF SHARES AS SHALL BE
SUFFICIENT  TO  SATISFY  THE  REQUIREMENTS  OF  THE  PLAN.
XX.     SHAREHOLDER  APPROVAL.  CONTINUANCE  OF  THE  PLAN  SHALL  BE SUBJECT TO
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APPROVAL  BY THE STOCKHOLDERS OF THE COMPANY WITHIN TWELVE (12) MONTHS BEFORE OR
AFTER THE DATE THE PLAN IS ADOPTED.  SUCH SHAREHOLDER APPROVAL SHALL BE OBTAINED
IN THE MANNER AND TO THE DEGREE REQUIRED UNDER APPLICABLE FEDERAL AND STATE LAW.