As filed with the Securities and Exchange Commission on November 13, 1996.

                                               Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                             S3 INCORPORATED
          (Exact name of registrant as specified in its charter)


             Delaware                             77-0204341
  ______________________________        ______________________________
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)             Identification No.)

    2770 San Tomas Expressway
     Santa Clara, California                      95051-0968
  ______________________________        ______________________________
      (Address of Principal                       (Zip Code)
        Executive Offices)

                    1993 EMPLOYEE STOCK PURCHASE PLAN
            __________________________________________________
                         (Full title of the plan)

                                                   Copy to:
         GARY J. JOHNSON                      JORGE A. DEL CALVO
President and Chief Executive Officer          KAREN A. DEMPSEY
         S3 Incorporated                Pillsbury Madison & Sutro LLP
    2770 San Tomas Expressway                   P.O. Box 7880
Santa Clara, California 95051-0968         San Francisco, CA 94120
        (408) 980-5400                          (415) 983-1000
  ______________________________        ______________________________
   (Name, address and telephone
   number, including area code,
      of agent for service)


                     CALCULATION OF REGISTRATION FEE

  Title of        Amount     Proposed Maximum      Proposed         Amount of
Securities To     To Be       Offering Price    Maximum Aggregate  Registration
Be Registered  Registered(1)   per Share(2)     Offering Price(1)       Fee


Common Stock     600,000         $20.6875         $12,412,500.00     $3761.36


(1)  Calculated pursuant to General Instruction E on Form S-8.

(2)  Estimated solely for the purpose of calculating the registration fee
     on the basis of the average of the high and low prices as reported on
     the Nasdaq National Market on November 11, 1996.
                            _________________

     The Registration Statement shall become effective upon filing in
     accordance with Rule 462 under the Securities Act of 1933.


<PAGE> 2

                INFORMATION REQUIRED PURSUANT TO
               GENERAL INSTRUCTION E TO FORM S-8


GENERAL INSTRUCTION E INFORMATION

     This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities
for which a Registration Statement of the Registrant on Form S-8 relating
to the same employee benefit plan is effective.

     The Registrant's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on June 28, 1993, File No. 33-82280, is
hereby incorporated by reference.


INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (1)  The Registrant's Annual Report on Form 10-K (File No. 0-21126)
for the fiscal year ended December 31, 1995, which contains, among other
things, the consolidated financial statements of Registrant and certain
supplementary data for the fiscal year ended December 31, 1995 together
with the report thereon of Deloitte & Touche LLP, independent auditors.

     (2)  The Registrant's Quarterly Reports on Form 10-Q (File No. 0-
21126) for the quarters ended March 31 and June 30, 1996; the Registrant's
Current Report on Form 8-K (File No. 0-21126), filed September 18, 1996.

     (3)  The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, filed on January 21, 1993.

     In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.


<PAGE> 3

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California,
on November 11, 1996.

                              S3 INCORPORATED



                              By   /S/  GARY J. JOHNSON

                                        Gary J. Johnson
                                         President and
                                    Chief Executive Officer
                                 (Principal Executive Officer)


                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry N. Holdt and George A. Hervey,
and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration State
ment, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Regis
tration Statement has been signed by the following persons in the
capacities and on the date indicated:

       Signature                 Title             Date

/S/ GARY J. JOHNSON       President, Chief         November 11, 1996
    Gary J. Johnson       Executive Officer        
                          (Principal Executive
                          Officer) and Director

/S/ GEORGE A. HERVEY      Senior Vice President,   November 11, 1996
    George A. Hervey      Finance and Chief        
                          Financial Officer
                          (Principal Financial
                          Officer and Principal
                          Accounting Officer)

/S/DIOSDADO P. BANATAO    Chairman of the Board    November 11, 1996
  Diosdado P. Banatao                              

                          Vice Chairman of the     
     Terry N. Holdt       Board

/S/  RONALD T. YARA       Senior Vice President,   November 11, 1996
     Ronald T. Yara       Strategic Marketing      
                          and Director

/S/JOHN C. COLLIGAN       Director                 November 6, 1996
   John C. Colligan                              

/S/ROBERT P. LEE, Ph.D.   Director                 November 11, 1996
  Robert P. Lee, Ph.D.                             

Carmelo J. Santoro, Ph.D. Director


<PAGE> 4

        
                     INDEX TO EXHIBITS

Exhibit
Number                   Exhibit


 5.1      Opinion regarding legality of securities to be offered.

23.1      Independent Auditors' Consent.

23.2      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
          5.1).

24.1      Power of Attorney (see p. 3).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8214}]
{"company-data": {"conformed-name": "S3 INC", "cik": "0000850519", "assigned-sic": "3576", "irs-number": "770204341", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16067", "film-number": "96662362"}, "business-address": {"street1": "2770 SAN TOMAS EXPWY", "city": "SANTA CLARA", "state": "CA", "zip": "95052-0858", "phone": "4089805400"}, "mail-address": {"street1": "PO BOX 58058", "city": "SANTA CLARA", "state": "CA", "zip": "95052-0858"}}
As filed with the Securities and Exchange Commission on November 13, 1996.

                                               Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                             S3 INCORPORATED
          (Exact name of registrant as specified in its charter)

             Delaware                             77-0204341
  ______________________________        ______________________________
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)             Identification No.)

    2770 San Tomas Expressway
     Santa Clara, California                      95051-0968
  ______________________________        ______________________________
      (Address of Principal                       (Zip Code)
        Executive Offices)

                    1993 EMPLOYEE STOCK PURCHASE PLAN
            __________________________________________________
                         (Full title of the plan)

                                                   Copy to:
         GARY J. JOHNSON                      JORGE A. DEL CALVO
President and Chief Executive Officer          KAREN A. DEMPSEY
         S3 Incorporated                Pillsbury Madison & Sutro LLP
    2770 San Tomas Expressway                   P.O. Box 7880
Santa Clara, California 95051-0968         San Francisco, CA 94120
        (408) 980-5400                          (415) 983-1000
  ______________________________        ______________________________
   (Name, address and telephone
   number, including area code,
      of agent for service)

                     CALCULATION OF REGISTRATION FEE

  Title of        Amount     Proposed Maximum      Proposed         Amount of
Securities To     To Be       Offering Price    Maximum Aggregate  Registration
Be Registered  Registered(1)   per Share(2)     Offering Price(1)       Fee

Common Stock     600,000         $20.6875         $12,412,500.00     $3761.36

(1)  Calculated pursuant to General Instruction E on Form S-8.

(2)  Estimated solely for the purpose of calculating the registration fee
     on the basis of the average of the high and low prices as reported on
     the Nasdaq National Market on November 11, 1996.
                            _________________

     The Registration Statement shall become effective upon filing in
     accordance with Rule 462 under the Securities Act of 1933.
2

                INFORMATION REQUIRED PURSUANT TO
               GENERAL INSTRUCTION E TO FORM S-8

GENERAL INSTRUCTION E INFORMATION

     This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities
for which a Registration Statement of the Registrant on Form S-8 relating
to the same employee benefit plan is effective.

     The Registrant's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on June 28, 1993, File No. 33-82280, is
hereby incorporated by reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (1)  The Registrant's Annual Report on Form 10-K (File No. 0-21126)
for the fiscal year ended December 31, 1995, which contains, among other
things, the consolidated financial statements of Registrant and certain
supplementary data for the fiscal year ended December 31, 1995 together
with the report thereon of Deloitte & Touche LLP, independent auditors.

     (2)  The Registrant's Quarterly Reports on Form 10-Q (File No. 0-
21126) for the quarters ended March 31 and June 30, 1996; the Registrant's
Current Report on Form 8-K (File No. 0-21126), filed September 18, 1996.

     (3)  The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, filed on January 21, 1993.

     In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.
3

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California,
on November 11, 1996.

                              S3 INCORPORATED

                              By   /S/  GARY J. JOHNSON

                                        Gary J. Johnson
                                         President and
                                    Chief Executive Officer
                                 (Principal Executive Officer)

                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry N. Holdt and George A. Hervey,
and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration State
ment, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Regis
tration Statement has been signed by the following persons in the
capacities and on the date indicated:

       Signature                 Title             Date

/S/ GARY J. JOHNSON       President, Chief         November 11, 1996
    Gary J. Johnson       Executive Officer        
                          (Principal Executive
                          Officer) and Director

/S/ GEORGE A. HERVEY      Senior Vice President,   November 11, 1996
    George A. Hervey      Finance and Chief        
                          Financial Officer
                          (Principal Financial
                          Officer and Principal
                          Accounting Officer)

/S/DIOSDADO P. BANATAO    Chairman of the Board    November 11, 1996
  Diosdado P. Banatao                              

                          Vice Chairman of the     
     Terry N. Holdt       Board

/S/  RONALD T. YARA       Senior Vice President,   November 11, 1996
     Ronald T. Yara       Strategic Marketing      
                          and Director

/S/JOHN C. COLLIGAN       Director                 November 6, 1996
   John C. Colligan                              

/S/ROBERT P. LEE, Ph.D.   Director                 November 11, 1996
  Robert P. Lee, Ph.D.                             

Carmelo J. Santoro, Ph.D. Director
4

        
                     INDEX TO EXHIBITS

Exhibit
Number                   Exhibit

 5.1      Opinion regarding legality of securities to be offered.

23.1      Independent Auditors' Consent.

23.2      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
          5.1).

24.1      Power of Attorney (see p. 3).