As filed with the Securities and Exchange Commission on April 24, 1997.
                                                      Registration No. __-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                ________________

                           QUALITY SEMICONDUCTOR, INC.
             (Exact name of Registrant as specified in its charter)

      CALIFORNIA                                       77-0199189
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                851 Martin Avenue
                           Santa Clara, CA 95050-2903
                    (Address of principal executive offices)
                             _______________________

                             1995 STOCK OPTION PLAN
                            (Full title of the Plans)
                             _______________________

                                  R. Paul Gupta
                      President and Chief Executive Officer
                           QUALITY SEMICONDUCTOR, INC.
                                851 Martin Avenue
                           Santa Clara, CA 95050-2903
                                 (408) 450-8000
            (Name, address and telephone number of agent for service)
                             _______________________

                                   Copies to:
                              Carl L. Spataro, Jr.
                                Venture Law Group
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

                  Page 1 of 24 Pages. Exhibit Index at Page 9.

              (Calculation of Registration Fee on following page.)

<PAGE>
<TABLE>

-----------------------------------------------------------------------------------------------------------------------
                                                CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                           Proposed Maximum    Proposed Maximum
         Title of                                           Offering Price    Aggregate Offering      Amount of
     Securities to be            Maximum Amount               Per Share              Price         Registration Fee
        Registered              to be Registered
     ------------------ --------------------------------- ------------------- -------------------- -----------------
<S>                                      <C>                    <C>                <C>                <C> 

   1995 Stock Option Plan:
   Common Stock
   $.001 par value...,                   700,000 shares         $8.0625(1)         $5,643,750         $1,946.09

TOTAL                                    700,000 shares         $8.0635(1)         $5,643,750         $1,946.09


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

     (1)  Estimated  in  accordance  with  Rules 457(h)  and  457(c)  under  the
Securities  Act of  1933  solely  for  the  purpose  of  calculating  the  total
registration fee. The computation with respect to unissued options is based upon
the average of the high and low sale  prices of the Common  Stock as reported in
the Nasdaq National Market System on April 8, 1997.
</TABLE>

<PAGE>

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant is filing this Registration  Statement pursuant to Item E of
the General Instructions to Form S-8 in order to register additional  securities
of the same class as those  previously  registered  on Form S-8 for  issuance in
connection with its 1995 Stock Option Plan. Such previous Registration Statement
on Form S-8 (Registration No. 33-72884) is hereby incorporated by reference.


Item 3            INFORMATION INCORPORATED BY REFERENCE

     The  following   documents  and  information   heretofore  filed  with  the
Securities and Exchange Commission are hereby incorporated by reference:

     Item 3(a) The  Registrant's  Report on Form 10-K filed on December 24, 1996
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  which contains audited  financial  statements for
the Registrant's latest fiscal year for which such statements have been filed.

     Item 3(b) The  Registrant's  Report on Form 10-Q filed on February 11, 1996
pursuant to Section 13(a) or 15(d) of the Exchange Act.

     The Registrant's  Report on Form 8-K filed on December 11, 1996 pursuant to
Section 13(a) or 15(d) of the Exchange Act.

     Item 3(c)  Items 1  and 2 of the  Registrant's  Registration  Statement  on
Form 8-A filed on October 26, 1994 pursuant to Section 12 of the Exchange Act.

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

Item 4      DESCRIPTION OF SECURITIES

            Not applicable.

Item 5      INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not applicable.
<PAGE>

Item 6      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant has adopted provisions in its Articles of Incorporation that
limit the liability of its directors for monetary  damages arising from a breach
of their  fiduciary  duty as  directors to the fullest  extent  permitted by the
California  Corporations  Code. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.  The
limitation  on monetary  liability  also does not apply to  liabilities  arising
under the federal securities laws.

     The  Registrant's  Bylaws  provide that the  Registrant  will indemnify its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law. The Registrant has entered into indemnification agreements
with its directors containing provisions which are in some respects broader than
the specific indemnification provisions contained in the California Corporations
Code. The  indemnification  agreements may require the  Registrant,  among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors (other than  liabilities  arising
from  willful  misconduct  of a  culpable  nature),  to advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  and to obtain  directors'  insurance if  available  on  reasonable
terms.

Item 7   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8   EXHIBITS

  Exhibit
   Number                          Document
----------- --------------------------------------------------------------------
    4.1     Articles of Incorporation of Registrant, as amended 
            to date.(incorporated  by reference  to Exhibit 4.1
            to the Registrant's Registration Statement on Form S-8
            filed on April 1, 1996 (Registration No. 33-72884
            (the "S-8 Registration Statement")).
    4.2     By-laws of Registrant,  as amended to date (incorporated
            by reference to Exhibit 3.3 to the  Registrant's 
            Registration Statement on Form S-1 declared effective
            on November 16, 1994 (the "S-1  Registration
            Statement")).
    4.3     1995 Stock Option Plan, and form of stock option agreement.
    5.1     Opinion of Counsel as to legality of securities being registered.
   24.1     Consent of Independent Auditors.
   24.2     Consent of Counsel (contained in Exhibit 5.1 hereto).
   25.1     Power of Attorney (see page 7).

<PAGE>

Item 9   UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to  Section 13(a)  or  Section 15(d)  of the Exchange Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section-15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on  Form S-8  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Clara, State of California, on April 18, 1997.


                                   QUALITY SEMICONDUCTOR, INC.


                            By:    /s/ R. Paul Gupta
                                   --------------------------------------------
                                   R. Paul Gupta, President and
                                   Chief Executive Officer


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints R. Paul Gupta and John P.  Goldsberry,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                Title                               Date

 /s/ R. PAUL GUPTA            President, Chief Executive          April 18, 1997
---------------------------   Officer and Director
     R. Paul Gupta

 /s/ JOHN P. GOLDSBERRY       Vice President of Finance and       April 18, 1997
---------------------------   Chief Financial Officer
     John P. Goldsberry

 /s/ CHUN P. CHIU             Chairman of the Board               April 18, 1997
---------------------------
     Chun P. Chiu

 /s/ ANDREW J.S. KANG         Director                            April 18, 1997
---------------------------
     Andrew J.S. Kang

 /s/ MANOHAR L. MALWAH        Director                            April 18, 1997
---------------------------
     Manohar L. Malwah

 /s/ ROBERT L. PUETTE         Director                            April 18, 1997
---------------------------
     Robert L. Puette

 /s/ MASAHARU SHINYA          Director                            April 18, 1997
---------------------------
     Masaharu Shinya

 /s/ DAVID D. TSANG           Director                            April 18, 1997
---------------------------
     David D. Tsang

<PAGE>








                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


             ______________________________________________________

                                    EXHIBITS
             ______________________________________________________


                       Registration Statement on Form S-8

                           QUALITY SEMICONDUCTOR, INC.

                                 April 24, 1997



<PAGE>


                                INDEX TO EXHIBITS


                                                                Sequentially
Exhibit                                                           Numbered
Number  Document                                                   Page

 4.1    Articles of Incorporation of Registrant, as amended         --
        to date.(incorporated  by reference  to Exhibit 4.1
        to the Registrant's Registration Statement on Form S-8
        filed on April 1, 1996 (Registration No. 33-72884
        (the "S-8 Registration Statement")).
 4.2    By-laws of Registrant,  as amended to date (incorporated    --
        by reference to Exhibit 3.3 to the  Registrant's 
        Registration Statement on Form S-1 declared effective
        on November 16, 1994 (the "S-1  Registration
        Statement")).
 4.3    1995 Stock Option Plan, and form of stock option            10
        agreement.
 5.1    Opinion of Counsel as to legality of securities being       23
        registered.
24.1    Consent of Independent Auditors.                            24
24.2    Consent of Counsel (contained in Exhibit 5.1 hereto).       --
25.1    Power of Attorney (see page 7).                              7


<PAGE>
                                                                    EXHIBIT 4.3
                           QUALITY SEMICONDUCTOR, INC.

                             1995 STOCK OPTION PLAN

     
     Options granted hereunder may be either Incentive Stock Options (as defined
under Section 422 of the Code) or Nonstatutory Stock Options,  at the discretion
of the Board and as reflected in the terms of the written option agreement.

     2. Definitions. As used herein, the following definitions shall apply:

     (a) "Administrator" shall mean the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

     (b)  "Affiliate"  shall mean an entity in which the Company  owns an equity
interest.

     (c)  "Applicable  Laws" shall have the  meaning  set forth in Section  4(a)
below.

     (d) "Board" shall mean the Board of Directors of the Company.

     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (f)  "Committee"  shall  mean  the  Committee  appointed  by the  Board  of
Directors in accordance with Section 4(a) of the Plan, if one is appointed.

     (g) "Common Stock" shall mean the Common Stock of the Company.

     (h)  "Company"  shall  mean  Quality  Semiconductor,   Inc.,  a  California
corporation.

     (i) "Consultant" shall mean any person who is engaged by the Company or any
Parent, Subsidiary or Affiliate to render consulting services and is compensated
for  such  consulting  services,   and  any  director  of  the  Company  whether
compensated  for such  services  or not;  provided  that if and in the event the
Company registers any class of any equity security pursuant to Section 12 of the
Exchange Act, the term Consultant shall thereafter not include directors who are
not  compensated  for their  services or are paid only a  director's  fee by the
Company.

     (j) "Continuous Status as an Employee or Consultant" shall mean the absence
of any  interruption  or  termination  of service as an Employee or  Consultant.

<PAGE>

Continuous  Status  as  an  Employee  or  Consultant  shall  not  be  considered
interrupted  in the case of sick leave,  military  leave,  or any other leave of
absence approved by the Administrator;  provided that such leave is for a period
of not more than 90 days or  reemployment  upon the  expiration of such leave is
guaranteed by contract or statute. For purposes of this Plan, a change in status
from an Employee to a Consultant  or from a Consultant  to an Employee  will not
constitute a termination of employment.

     (k) "Director" shall mean a member of the Board.

     (l) "Employee" shall mean any person, including Named Executives,  Officers
and Directors employed by the Company or any Parent,  Subsidiary or Affiliate of
the Company.  The payment by the Company of a director's fee to a Director shall
not be sufficient to constitute "employment" of such Director by the Company.

     (m)  "Exchange  Act" shall mean 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:

     (i) If the Common Stock is listed on any  established  stock  exchange or a
national market system including  without  limitation the National Market of the
National Association of Securities Dealers,  Inc. Automated Quotation ("Nasdaq")
System, its Fair Market Value shall be the closing sales price for such stock as
quoted on such system on the date of determination  (if for a given day no sales
were  reported,  the  closing  bid on that day shall be used),  as such price is
reported in The Wall Street  Journal or such other  source as the  Administrator
deems reliable;

     (ii) If the  Common  Stock is quoted on the Nasdaq  System  (but not on the
National Market thereof) or regularly quoted by a recognized  securities  dealer
but selling  prices are not  reported,  its Fair Market  Value shall be the mean
between the bid and asked prices for the Common Stock or;

     (iii) In the absence of an  established  market for the Common  Stock,  the
Fair  Market  Value   thereof   shall  be   determined  in  good  faith  by  the
Administrator.

     (o) "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive  stock  option  within  the  meaning of  Section  422 of the Code,  as
designated in the applicable written option agreement.

     (p) "Named Executive" shall mean any individual who, on the last day of the
Company's  fiscal  year,  is the chief  executive  officer of the Company (or is
acting in such capacity) or among the four highest  compensated  officers of the
Company (other than the chief executive  officer).  Such officer status shall be
determined  pursuant to the executive  compensation  disclosure  rules under the
Exchange Act.

<PAGE>

     (q)  "Nonstatutory  Stock  Option"  shall  mean an Option not  intended  to
qualify as an Incentive  Stock Option,  as designated in the applicable  written
option agreement.

     (r) "Officer"  shall mean 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" shall mean a stock option granted pursuant to the Plan.

     (t) "Optioned Stock" shall mean the Common Stock subject to an Option.

     (u) "Optionee" shall mean an Employee or Consultant who receives an Option.

     (v) "Parent"  shall mean a "parent  corporation,"  whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     (w) "Plan" shall mean this 1995 Stock Option Plan.

     (x) "Rule 16b-3" shall mean Rule 16b-3  promulgated  under the Exchange Act
as the same may be amended from time to time, or any successor provision.

     (y)  "Share"  shall  mean a share  of the  Common  Stock,  as  adjusted  in
accordance with Section 14 of the Plan.

          (z) "Subsidiary" shall mean a "subsidiary corporation," whether now or
I hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 14 of
the Plan, the maximum  aggregate  number of shares that may be optioned and sold
under the Plan is 975,000 shares of Common Stock.  The Shares may be authorized,
but unissued, or reacquired Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased  Shares that were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.  Notwithstanding  any other provision of the Plan,  shares
issued  under the Plan and later  repurchased  by the  Company  shall not become
available for future grant under the Plan.

<PAGE>

     4. Administration of the Plan.

     (a) Composition of Administrator.

     (i) Multiple  Administrative Bodies. If permitted by Rule 16b-3, and by the
legal  requirements  relating to the  administration  of incentive  stock option
plans,  if any, of applicable  securities laws and the Code  (collectively,  the
"Applicable  Laws"),  the Plan may (but need not) be  administered  by different
administrative bodies with respect to Directors,  Officers who are not directors
and Employees who are neither Directors nor Officers.

     (ii) Administration with respect to Directors and Officers. With respect to
grants of Options to Employees or Consultants who are also Officers or Directors
of the Company,  the Plan shall be  administered  by (A) the Board, if the Board
may  administer  the Plan in compliance  with Rule 16b-3 as it applies to a plan
intended to qualify thereunder as a discretionary plan and Section 162(m) of the
Code as it  applies so as to qualify  grants of Options to Named  Executives  as
performance-based  compensation,  or (B) a Committee  designated by the Board to
administer the Plan, which Committee shall be constituted in such a manner as to
permit the Plan to comply  with Rule 16b-3 as it applies to a plan  intended  to
qualify  thereunder as a  discretionary  plan,  to qualify  grants of Options to
Named Executives as  performance-based  compensation under Section 162(m) of the
Code and otherwise so as to satisfy the Applicable Laws.

     (iii) Administration with respect to Other Persons.  With respect to grants
of Options 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 in such a manner
as to satisfy the Applicable Laws.

     (iv) General. If a Committee has been appointed pursuant to subsection (ii)
or (iii) of this Section 4(a),  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 any  Committee  and appoint  additional  members
thereof,  remove  members  (with or without  cause) and  appoint  new members in
substitution therefor, fill vacancies (however caused) and remove all members of
a Committee  and  thereafter  directly  administer  the Plan,  all to the extent
permitted by the Applicable Laws and, in the case of a Committee appointed under
subsection  (ii), to the extent  permitted by Rule 16b-3 as it applies to a plan
intended  to  qualify  thereunder  as a  discretionary  plan,  and to the extent
required  under Section 162(m) of the Code to qualify grants of Options to Named
Executives as performance-based compensation.

     (b) Powers of the Administrator.  Subject to the provisions of the Plan and
in the case of a Committee,  the specific duties  delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion:

     (i) to determine the Fair Market Value of the Common  Stock,  in accordance
with Section 2(m) of the Plan;

<PAGE>

     (ii) to select the Employees and  Consultants to whom Options may from time
to time be granted hereunder;

     (iii)  to  determine  whether  and  to  what  extent  Options  are  granted
hereunder;

     (iv) to  determine  the  number of shares of Common  Stock to be covered by
each such award granted hereunder;

     (v) to approve forms of agreement for use under the Plan;

     (vi) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder (including,  but not limited to, the
share price and any  restriction or limitation,  or any vesting  acceleration or
waiver of  forfeiture  restrictions  regarding  any Option  and/or the shares of
Common  Stock  relating  thereto,  based  in each  case on such  factors  as the
Administrator  shall  determine,  in its sole  discretion);  (vii) to  determine
whether,  to what  extent and under what  circumstances  Common  Stock and other
amounts  payable  with  respect to an award  under  this Plan shall be  deferred
either automatically or at the election of the participant  (including providing
for and determining  the amount,  if any, of any deemed earnings on any deferred
amount during any deferral period); and

     (viii) to reduce the exercise  price of any Option to the then current Fair
Market Value if the Fair Market Value of the Common Stock covered by such Option
shall have declined since the date the Option was granted;

     (c) Effect of Administrator's  Decision. All decisions,  determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options.

     5. Eligibility.

     (a)  Recipients  of Grants.  Nonstatutory  Stock  Options may be granted to
Employees  and  Consultants.  Incentive  Stock  Options  may be granted  only to
Employees,  provided,  however,  that  Employees  of an  Affiliate  shall not be
eligible to receive  Incentive Stock Options.  An Employee or Consultant who has
been  granted an Option may, if he or she is otherwise  eligible,  be granted an
additional Option or Options.

     (b) Type of Option.  Each Option shall be designated in the written  option
agreement as either an Incentive  Stock Option or a  Nonstatutory  Stock Option.
However,  notwithstanding  such  designations,  to the extent that the aggregate
Fair Market Value of Shares with respect to which  Incentive  Stock  Options are
exercisable  for the first time by an Optionee  during any calendar  year (under
all plans of the Company or any Parent or  Subsidiary)  exceeds  $100,000,  such
excess Options shall be treated as Nonstatutory  Stock Options.  For purposes of

<PAGE>

this Section  5(b),  Incentive  Stock Options shall be taken into account in the
order in which they were granted,  and the Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is granted.

     (c) No Employment  Rights.  The Plan shall not confer upon any Optionee any
right with respect to continuation of employment or consulting relationship with
the  Company,  nor  shall it  interfere  in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

     6. Term of Plan. The Plan shall become  effective upon the earlier to occur
of its adoption by the Board or its approval by the  shareholders of the Company
as described in Section 20 of the Plan.  It shall  continue in effect for a term
of ten (10) years unless sooner terminated under Section 16 of the Plan.

     7. Term of Option.  The term of each Option shall be the term stated in the
Option  Agreement;  provided,  however,  that in the case of an Incentive  Stock
Option,  the term  shall be no more than ten (10)  years  from the date of grant
thereof  or  such  shorter  term as may be  provided  in the  Option  Agreement.
However,  in the case of an Option  granted to an Optionee  who, at the time the
Option is granted,  owns stock  representing  more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.

     8. Limitation on Grants to Employees.  Subject to adjustment as provided in
this Plan, the maximum number of Shares which may be subject to options  granted
to any one Employee  under this Plan for any fiscal year of the Company shall be
275,000.

     9. 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 such price as is determined by
the Administrator, but shall be subject to the following:

          (i) In the case of an Incentive Stock Option

     (A)  granted to an Employee who, at the time of the grant of such Incentive
Stock Option, owns stock  representing more than ten percent (10%) of the voting
power of all  classes of  stock of the Company or any Parent or Subsidiary,  the
per Share exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of grant;

     (B) granted to any other Employee,  the  per Share exercise price shall be 
no less than 100% of the Fair Market Value per Share on the date of grant.

<PAGE>

     (ii) In the case of a Nonstatutory Stock Option

     (A) granted to a person who, at the time of the grant of such Option,  owns
stock  representing  more  than ten  percent  (10%) of the  voting  power of all
classes  of stock of the  Company  or any  Parent or  Subsidiary,  the per Share
exercise  price shall be no less than 110% of the Fair Market Value per Share on
the date of the grant;

     (B) granted to any other person,  the per share  Exercise Price shall be no
less than 100% of the Fair Market Value on the date of grant.

     (b) Permissible Consideration.  The consideration to be paid for the Shares
to be issued upon exercise of an Option,  including the method of payment, shall
be  determined  by the  Administrator  (and,  in the case of an Incentive  Stock
Option,  shall be determined  at the time of grant) and may consist  entirely of
(1) cash, (2) check,  (3) promissory note, (4) other Shares that (x) in the case
of Shares  acquired  upon  exercise  of an Option  either have been owned by the
Optionee for more than six months on the date of surrender or were not acquired,
directly or  indirectly,  from the Company,  and (y) 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)  authorization  from the Company to
retain from the total number of Shares as to which the Option is exercised  that
number of Shares having a Fair Market Value on the date of exercise equal to the
exercise  price  for the  total  number  of  Shares  as to which  the  Option is
exercised,  (6) delivery of a properly  executed  exercise  notice together with
irrevocable  instructions  to a broker to deliver  promptly  to the  Company the
amount of sale or loan proceeds required to pay the exercise price, (7) delivery
of an  irrevocable  subscription  agreement  for  the  Shares  that  irrevocably
obligates  the option holder to take and pay for the Shares not more than twelve
months  after  the  date of  delivery  of the  subscription  agreement,  (8) any
combination of the foregoing methods of payment, or (9) such other consideration
and method of payment for the issuance of Shares to the extent  permitted  under
Applicable Laws. In making its  determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration may
be reasonably expected to benefit the Company.

     10. Exercise of Option.

     (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be  exercisable at  such  times and under  such  conditions  as
determined by the  Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be  permissible under the terms of
the Plan.

     An Option may not be exercised for a fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full payment may, as authorized by the  Administrator,  consist of any
consideration  and method of payment  allowable  under Section 9(b) of the Plan.

<PAGE>

Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, 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  upon  exercise of the Option.  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 14 of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  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 Status as an Employee or  Consultant.  In the event of
termination  of an Optionee's  Continuous  Status as an Employee or  Consultant,
such  Optionee  may,  but only within  thirty (30) days (or such other period of
time, not exceeding three (3) months in the case of an Incentive Stock Option or
six (6) months in the case of a Nonstatutory  Stock Option,  as is determined by
the  Administrator,  with such  determination  in the case of an Incentive Stock
Option  being  made at the time of grant of the  Option)  after the date of such
termination  (but in no event later than the date of  expiration  of the term of
such Option as set forth in the Option Agreement), exercise his or her Option to
the  extent  that he or she was  entitled  to  exercise  it at the  date of such
termination.  To the extent that the  Optionee  was not entitled to exercise the
Option at the date of such  termination,  or if the  optionee  does not exercise
such Option (which he or she was entitled to exercise) within the time specified
herein, the Option shall terminate.

     (c)  Disability of Optionee.  Notwithstanding  Section 10(b) above,  in the
event of  termination  of an  Optionee's  Continuous  Status as an  Employee  or
Consultant as a result of his or her total and permanent  disability (as defined
in Section  22(e)(3) of the Code), he or she may, but only within six (6) months
(or such other period of time not exceeding  twelve (12) months as is determined
by the Administrator,  with such determination in the case of an Incentive Stock
Option  being  made at the time of grant  of the  Option)  from the date of such
termination  (but in no event later than the date of  expiration  of the term of
such Option as set forth in the Option Agreement), exercise his or her Option to
the  extent  he or  she  was  entitled  to  exercise  it at  the  date  of  such
termination.  To the extent  that he or she was not  entitled  to  exercise  the
Option at the date of termination, or if he does not exercise such Option (which
he was entitled to exercise) within the time specified herein,  the Option shall
terminate.

     (d) Death of Optionee. In the event of the death of an Optionee:

     (i)  during  the  term of the  Option  who is at the  time of his  death an
Employee or  Consultant  of the  Company  and who shall have been in  Continuous
Status as an Employee or Consultant  since the date of grant of the Option,  the
Option may be exercised, at any time within six (6) months (or such other period
of time,  not exceeding six (6) months,  as is determined by the  Administrator,
with such  determination  in the case of an Incentive Stock Option being made at
the time of grant of the  Option)  following  the date of death (but in no event
later than the date of expiration of the term of such Option as set forth in the

<PAGE>

Option  Agreement),  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 of
the right to exercise that would have accrued had the Optionee  continued living
and remained in Continuous  Status as an Employee or  Consultant  six (6) months
(or such other period of time as is determined by the  Administrator as provided
above) after the date of death,  subject to the  limitation set forth in Section
5(b); or

     (ii) within  thirty (30) days (or such other  period of time not  exceeding
three (3) months as is determined by the Administrator,  with such determination
in the case of an Incentive  Stock Option being made at the time of grant of the
Option) after the termination of Continuous Status as an Employee or Consultant,
the Option may be  exercised,  at any time within six (6) months  following  the
date of death (but in no event later than the date of  expiration of the term of
such Option as set forth in the Option  Agreement),  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 of the right to exercise that had accrued at
the date of termination.

     (e) Rule 16b-3.  Options granted to persons subject to Section 16(b) of the
Exchange  Act must  comply  with 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.

     11.  Withholding  Taxes.  As a condition to the exercise of Options granted
hereunder,  the Optionee shall make such  arrangements as the  Administrator may
require for the satisfaction of any federal, state, local or foreign withholding
tax  obligations  that may arise in  connection  with the  exercise,  receipt or
vesting of such  Option.  The Company  shall not be required to issue any Shares
under the Plan until such obligations are satisfied.

     12.  Stock  Withholding  to Satisfy  Withholding  Tax  Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option  which tax  liability  is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy  the  withholding  tax  obligation  by one or  some  combination  of the
following  methods:  (a) by  cash  payment,  or (b)  out of  Optionee's  current
compensation,  (c) if  permitted by the  Administrator,  in its  discretion,  by
surrendering  to the Company  Shares  that (i) in the case of Shares  previously
acquired  from the  Company,  have been owned by the  Optionee for more than six
months on the date of  surrender,  and (ii) have a fair market value on the date
of  surrender  equal to or less  than  Optionee's  marginal  tax rate  times the
ordinary income recognized, or (d) by electing to have the Company withhold from
the Shares to be issued upon exercise of the Option that number of Shares having
a fair  market  value  equal to the amount  required  to be  withheld.  For this
purpose,  the fair market value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined  (the "Tax
Date").

     Any  surrender  by an Officer or Director  of  previously  owned  Shares to
satisfy tax  withholding  obligations  arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3 and shall be subject to such

<PAGE>

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.

     All  elections  by an  Optionee  to have  Shares  withheld  to satisfy  tax
withholding  obligations  shall be made in writing in a form  acceptable  to the
Administrator and shall be subject to the following restrictions:

     (a) the election must be made on or prior to the applicable Tax Date;

     (b) once made,  the  election  shall be  irrevocable  as to the  particular
Shares of the Option as to which the election is made;

     (c) all  elections  shall be subject to the consent or  disapproval  of the
Administrator;

     (d) if the  Optionee is an Officer or Director,  the  election  must comply
with the  applicable  provisions  of Rule  16b-3  and shall be  subject  to 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.

     In the event the  election to have  Shares  withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under  Section  83(b) of the Code,  the  Optionee  shall  receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall be  unconditionally  obligated  to tender  back to the  Company the proper
number of Shares on the Tax Date.

     13.  Non-Transferability  of Options.  The Option 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. The designation of a beneficiary
by an  Optionee  will not  constitute  a transfer.  An Option may be  exercised,
during the  lifetime  of the  Optionee,  only by the  Optionee  or a  transferee
permitted by this Section 13.

     14. Adjustments Upon Changes in Capitalization; Corporate Transactions.

     (a) Adjustment.  Subject to any required action by the  shareholders of the
Company,  the  number  of shares of Common  Stock  covered  by each  outstanding
Option,  the  number of shares of Common  Stock  that have been  authorized  for
issuance  under the Plan but as to which no  Options  have yet been  granted  or
which have been  returned  to the Plan upon  cancellation  or  expiration  of an
Option,  the maximum  number of shares of Common Stock for which  Options may be
granted to any employee  under Section 8 of the Plan, and the price per share of
Common Stock covered by each such outstanding  Option,  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

<PAGE>

convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of  consideration."  Such  adjustment  shall  be  made  by the
Administrator,  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.

     (b) Corporate  Transactions.  In the event of the proposed  dissolution  or
liquidation of the Company,  the Option will terminate  immediately prior to the
consummation  of  such  proposed  action,   unless  otherwise  provided  by  the
Administrator.  The Administrator may, in the exercise of its sole discretion in
such  instances,  declare that any Option shall  terminate as of a date fixed by
the Administrator and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned  Stock,  including  Shares as to which the
Option would not  otherwise be  exercisable.  In the event of a proposed sale of
all or  substantially  all of the  assets of the  Company,  or the merger of the
Company  with or into  another  corporation,  the Option  shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or  subsidiary  of  such  successor   corporation,   unless  the   Administrator
determines,  in the  exercise  of  its  sole  discretion  and in  lieu  of  such
assumption or  substitution,  that the Optionee shall have the right to exercise
the Option as to some or all of the Optioned Stock, including Shares as to which
the Option would not otherwise be  exercisable.  If the  Administrator  makes an
Option  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 shall be  exercisable  for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.

     15. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the  date on  which  the  Administrator  makes  the  determination
granting such Option or such other date as is  determined by the  Administrator.
Notice of the  determination  shall be given to each  Employee or  Consultant to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.

     16. Amendment and Termination of the Plan.

     (a)  Amendment and  Termination.  The Board may amend or terminate the Plan
from time to time in such  respects  as the Board may deem  advisable;  provided
that,  the  following  revisions or  amendments  shall  require  approval of the
shareholders of the Company in the manner described in Section 20 of the Plan:

     (i) any increase in the number of Shares subject to the Plan, other than an
adjustment under Section 14 of the Plan;

     (ii) any change in the  designation of the class of persons  eligible to be
granted Options;

     (iii) any change in the  limitation  on grants to employees as described in
Section 8 of the Plan or other changes which would require shareholder  approval
to qualify options granted  hereunder as  performance-based  compensation  under
Section 162(m) of the Code; or

<PAGE>

     (iv) any revision or amendment requiring  shareholder  approval in order to
preserve the qualification of the Plan under Rule 16b-3.

     (b) Shareholder  Approval.  If any amendment requiring shareholder approval
under Section 13(a) of the Plan is made subsequent to the first  registration of
any class of equity  securities  by the Company under Section 12 of the Exchange
Act, such shareholder  approval shall be solicited as described in Section 20 of
the Plan.

     (c) Effect of Amendment or  Termination.  Any such amendment or termination
of the Plan shall not affect  OIptions  already  granted and such Options  shall
remain  in full  force  and  effect  as if this  Plan  had not been  amended  or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.

     17. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  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, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising such Option to reprIesent 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  by any of the
aforementioned relevant provisions of law.

     18. 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. 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.

     19.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.

<PAGE>

     20. Shareholder Approval.

     (a)   Continuance  of  the  Plan  shall  be  subject  to  approval  by  the
shareholders  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 and the rules
of any stock  exchange  upon which the Shares are listed.  (b) In the event that
the Company registers any class of equity  securities  pursuant to Section 12 of
the  Exchange  Act,  any required  approval of the  shareholders  of the Company
obtained after such registration shall be solicited  substantially in accordance
with Section 14(a) of the Exchange Act and the rules and regulations promulgated
thereunder.

     (c) If any required  approval by the  shareholders of the Plan itself or of
any  amendment  thereto is  solicited at any time  otherwise  than in the manner
described in Section 20(b) hereof,  then the Company  shall,  at or prior to the
first annual  meeting of  shareholders  held  subsequent to the later of (1) the
first  registration  of any  class of equity  securities  of the  Company  under
Section 12 of the Exchange Act or (2) the granting of an Option  hereunder to an
officer or director after such registration, do the following:

     (i)  furnish  in  writing  to the  holders  entitled  to vote  for the Plan
substantially  the same  information  that would be  required  (if proxies to be
voted with respect to approval or disapproval of the Plan or amendment were then
being  solicited) by the rules and  regulations in effect under Section 14(a) of
the Exchange Act at the time such information is furnished; and

     (ii)  file  with,  or mail for  filing  to,  the  Securities  and  Exchange
Commission four copies of the written information  referred to in subsection (i)
hereof not later than the date on which such  information is first sent or given
to shareholders.

     21.  Information to Optionees.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies of all annual  reports and other  information  which are  provided to all
shareholders of the Company.

<PAGE>


                                                                     Exhibit 5.1
                                                    April 18, 1997


Quality Semiconductor, Inc.
851 Martin Avenue
Santa Clara, CA 95050-2903

Ladies and Gentlemen,

     We have examined the Registration  Statement on Form S-8 (the "Registration
Statement")  filed by you with  the  Securities  and  Exchange  Commission  (the
"Commission")  on or about April 22, 1997 in  connection  with the  registration
under the Securities Act of 1933, as amended,  of an aggregate of 700,000 shares
of Common Stock (the "Shares")  pursuant to the Company's 1995 Stock Option Plan
(the "Plan"). As your counsel in connection with the Registration  Statement, we
have  examined  the  proceedings  taken and are  familiar  with the  proceedings
proposed  to be taken by you in  connection  with the sale and  issuance  of the
Shares.

     It is our opinion that upon  conclusion of the  proceedings  being taken or
contemplated under the Plans or by us, as your counsel, to be taken prior to the
issuance of the Shares,  and upon completion of the  proceedings  being taken in
order to permit  such  transactions  to be carried  out in  accordance  with the
securities laws of the various states where required, the Shares when issued and
sold in the manner described in the  Registration  Statement will be legally and
validly issued, fully paid and non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration  Statement,  including the Prospectus  constituting a part thereof,
and in any amendment thereto.

                                        Sincerely,

                                        VENTURE LAW GROUP
                                        A Professional Corporation
<PAGE>



                                                                    Exhibit 24.1


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration  Statement
on (Form S-8) pertaining to the 1995 Stock Option Plan of Quality Semiconductor,
Inc. of our report dated October 18, 1996 (except as to Note 10, as to which the
date  is  December  12,  1996),  with  respect  to  the  consolidated  financial
statements and schedule of Quality  Semiconductor,  Inc.  included in the Annual
Report  (Form  10-K) for the year  ended  September  30,  1996,  filed  with the
Securities and Exchange Commission.



                                         ERNST & YOUNG LLP


San Jose, California
April 21, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 56442}]
{"company-data": {"conformed-name": "QUALITY SEMICONDUCTOR INC", "cik": "0000869886", "assigned-sic": "3674", "irs-number": "770199189", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25809", "film-number": "97586902"}, "business-address": {"street1": "851 MARTIN AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95050", "phone": "4087278885"}, "mail-address": {"street1": "851 MARTIN AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95050"}}
As filed with the Securities and Exchange Commission on April 24, 1997.
                                                      Registration No. __-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                ________________

                           QUALITY SEMICONDUCTOR, INC.
             (Exact name of Registrant as specified in its charter)

      CALIFORNIA                                       77-0199189
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                851 Martin Avenue
                           Santa Clara, CA 95050-2903
                    (Address of principal executive offices)
                             _______________________

                             1995 STOCK OPTION PLAN
                            (Full title of the Plans)
                             _______________________

                                  R. Paul Gupta
                      President and Chief Executive Officer
                           QUALITY SEMICONDUCTOR, INC.
                                851 Martin Avenue
                           Santa Clara, CA 95050-2903
                                 (408) 450-8000
            (Name, address and telephone number of agent for service)
                             _______________________

                                   Copies to:
                              Carl L. Spataro, Jr.
                                Venture Law Group
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

                  Page 1 of 24 Pages. Exhibit Index at Page 9.

              (Calculation of Registration Fee on following page.)
-----------------------------------------------------------------------------------------------------------------------
                                                CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Proposed Maximum    Proposed Maximum
         Title of                                           Offering Price    Aggregate Offering      Amount of
     Securities to be            Maximum Amount               Per Share              Price         Registration Fee
        Registered              to be Registered
     ------------------ --------------------------------- ------------------- -------------------- -----------------
1995 Stock Option Plan:
   Common Stock
   $.001 par value...,                   700,000 shares         $8.0625(1)         $5,643,750         $1,946.09

TOTAL                                    700,000 shares         $8.0635(1)         $5,643,750         $1,946.09

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

     (1)  Estimated  in  accordance  with  Rules 457(h)  and  457(c)  under  the
Securities  Act of  1933  solely  for  the  purpose  of  calculating  the  total
registration fee. The computation with respect to unissued options is based upon
the average of the high and low sale  prices of the Common  Stock as reported in
the Nasdaq National Market System on April 8, 1997.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant is filing this Registration  Statement pursuant to Item E of
the General Instructions to Form S-8 in order to register additional  securities
of the same class as those  previously  registered  on Form S-8 for  issuance in
connection with its 1995 Stock Option Plan. Such previous Registration Statement
on Form S-8 (Registration No. 33-72884) is hereby incorporated by reference.

Item 3            INFORMATION INCORPORATED BY REFERENCE

     The  following   documents  and  information   heretofore  filed  with  the
Securities and Exchange Commission are hereby incorporated by reference:

     Item 3(a) The  Registrant's  Report on Form 10-K filed on December 24, 1996
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  which contains audited  financial  statements for
the Registrant's latest fiscal year for which such statements have been filed.

     Item 3(b) The  Registrant's  Report on Form 10-Q filed on February 11, 1996
pursuant to Section 13(a) or 15(d) of the Exchange Act.

     The Registrant's  Report on Form 8-K filed on December 11, 1996 pursuant to
Section 13(a) or 15(d) of the Exchange Act.

     Item 3(c)  Items 1  and 2 of the  Registrant's  Registration  Statement  on
Form 8-A filed on October 26, 1994 pursuant to Section 12 of the Exchange Act.

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

Item 4      DESCRIPTION OF SECURITIES

            Not applicable.

Item 5      INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not applicable.
Item 6      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant has adopted provisions in its Articles of Incorporation that
limit the liability of its directors for monetary  damages arising from a breach
of their  fiduciary  duty as  directors to the fullest  extent  permitted by the
California  Corporations  Code. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.  The
limitation  on monetary  liability  also does not apply to  liabilities  arising
under the federal securities laws.

     The  Registrant's  Bylaws  provide that the  Registrant  will indemnify its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law. The Registrant has entered into indemnification agreements
with its directors containing provisions which are in some respects broader than
the specific indemnification provisions contained in the California Corporations
Code. The  indemnification  agreements may require the  Registrant,  among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors (other than  liabilities  arising
from  willful  misconduct  of a  culpable  nature),  to advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  and to obtain  directors'  insurance if  available  on  reasonable
terms.

Item 7   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8   EXHIBITS

  Exhibit
   Number                          Document
----------- --------------------------------------------------------------------
    4.1     Articles of Incorporation of Registrant, as amended 
            to date.(incorporated  by reference  to Exhibit 4.1
            to the Registrant's Registration Statement on Form S-8
            filed on April 1, 1996 (Registration No. 33-72884
            (the "S-8 Registration Statement")).
    4.2     By-laws of Registrant,  as amended to date (incorporated
            by reference to Exhibit 3.3 to the  Registrant's 
            Registration Statement on Form S-1 declared effective
            on November 16, 1994 (the "S-1  Registration
            Statement")).
    4.3     1995 Stock Option Plan, and form of stock option agreement.
    5.1     Opinion of Counsel as to legality of securities being registered.
   24.1     Consent of Independent Auditors.
   24.2     Consent of Counsel (contained in Exhibit 5.1 hereto).
   25.1     Power of Attorney (see page 7).
Item 9   UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to  Section 13(a)  or  Section 15(d)  of the Exchange Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section-15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on  Form S-8  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Clara, State of California, on April 18, 1997.

                                   QUALITY SEMICONDUCTOR, INC.

                            By:    /s/ R. Paul Gupta
                                   --------------------------------------------
                                   R. Paul Gupta, President and
                                   Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints R. Paul Gupta and John P.  Goldsberry,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                Title                               Date

 /s/ R. PAUL GUPTA            President, Chief Executive          April 18, 1997
---------------------------   Officer and Director
     R. Paul Gupta

 /s/ JOHN P. GOLDSBERRY       Vice President of Finance and       April 18, 1997
---------------------------   Chief Financial Officer
     John P. Goldsberry

 /s/ CHUN P. CHIU             Chairman of the Board               April 18, 1997
---------------------------
     Chun P. Chiu

 /s/ ANDREW J.S. KANG         Director                            April 18, 1997
---------------------------
     Andrew J.S. Kang

 /s/ MANOHAR L. MALWAH        Director                            April 18, 1997
---------------------------
     Manohar L. Malwah

 /s/ ROBERT L. PUETTE         Director                            April 18, 1997
---------------------------
     Robert L. Puette

 /s/ MASAHARU SHINYA          Director                            April 18, 1997
---------------------------
     Masaharu Shinya

 /s/ DAVID D. TSANG           Director                            April 18, 1997
---------------------------
     David D. Tsang
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

             ______________________________________________________

                                    EXHIBITS
             ______________________________________________________

                       Registration Statement on Form S-8

                           QUALITY SEMICONDUCTOR, INC.

                                 April 24, 1997
INDEX TO EXHIBITS

                                                                Sequentially
Exhibit                                                           Numbered
Number  Document                                                   Page

 4.1    Articles of Incorporation of Registrant, as amended         --
        to date.(incorporated  by reference  to Exhibit 4.1
        to the Registrant's Registration Statement on Form S-8
        filed on April 1, 1996 (Registration No. 33-72884
        (the "S-8 Registration Statement")).
 4.2    By-laws of Registrant,  as amended to date (incorporated    --
        by reference to Exhibit 3.3 to the  Registrant's 
        Registration Statement on Form S-1 declared effective
        on November 16, 1994 (the "S-1  Registration
        Statement")).
 4.3    1995 Stock Option Plan, and form of stock option            10
        agreement.
 5.1    Opinion of Counsel as to legality of securities being       23
        registered.
24.1    Consent of Independent Auditors.                            24
24.2    Consent of Counsel (contained in Exhibit 5.1 hereto).       --
25.1    Power of Attorney (see page 7).                              7
EXHIBIT 4.3
                           QUALITY SEMICONDUCTOR, INC.

                             1995 STOCK OPTION PLAN

     
     Options granted hereunder may be either Incentive Stock Options (as defined
under Section 422 of the Code) or Nonstatutory Stock Options,  at the discretion
of the Board and as reflected in the terms of the written option agreement.

     2. Definitions. As used herein, the following definitions shall apply:

     (a) "Administrator" shall mean the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

     (b)  "Affiliate"  shall mean an entity in which the Company  owns an equity
interest.

     (c)  "Applicable  Laws" shall have the  meaning  set forth in Section  4(a)
below.

     (d) "Board" shall mean the Board of Directors of the Company.

     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (f)  "Committee"  shall  mean  the  Committee  appointed  by the  Board  of
Directors in accordance with Section 4(a) of the Plan, if one is appointed.

     (g) "Common Stock" shall mean the Common Stock of the Company.

     (h)  "Company"  shall  mean  Quality  Semiconductor,   Inc.,  a  California
corporation.

     (i) "Consultant" shall mean any person who is engaged by the Company or any
Parent, Subsidiary or Affiliate to render consulting services and is compensated
for  such  consulting  services,   and  any  director  of  the  Company  whether
compensated  for such  services  or not;  provided  that if and in the event the
Company registers any class of any equity security pursuant to Section 12 of the
Exchange Act, the term Consultant shall thereafter not include directors who are
not  compensated  for their  services or are paid only a  director's  fee by the
Company.

     (j) "Continuous Status as an Employee or Consultant" shall mean the absence
of any  interruption  or  termination  of service as an Employee or  Consultant.
Continuous  Status  as  an  Employee  or  Consultant  shall  not  be  considered
interrupted  in the case of sick leave,  military  leave,  or any other leave of
absence approved by the Administrator;  provided that such leave is for a period
of not more than 90 days or  reemployment  upon the  expiration of such leave is
guaranteed by contract or statute. For purposes of this Plan, a change in status
from an Employee to a Consultant  or from a Consultant  to an Employee  will not
constitute a termination of employment.

     (k) "Director" shall mean a member of the Board.

     (l) "Employee" shall mean any person, including Named Executives,  Officers
and Directors employed by the Company or any Parent,  Subsidiary or Affiliate of
the Company.  The payment by the Company of a director's fee to a Director shall
not be sufficient to constitute "employment" of such Director by the Company.

     (m)  "Exchange  Act" shall mean 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:

     (i) If the Common Stock is listed on any  established  stock  exchange or a
national market system including  without  limitation the National Market of the
National Association of Securities Dealers,  Inc. Automated Quotation ("Nasdaq")
System, its Fair Market Value shall be the closing sales price for such stock as
quoted on such system on the date of determination  (if for a given day no sales
were  reported,  the  closing  bid on that day shall be used),  as such price is
reported in The Wall Street  Journal or such other  source as the  Administrator
deems reliable;

     (ii) If the  Common  Stock is quoted on the Nasdaq  System  (but not on the
National Market thereof) or regularly quoted by a recognized  securities  dealer
but selling  prices are not  reported,  its Fair Market  Value shall be the mean
between the bid and asked prices for the Common Stock or;

     (iii) In the absence of an  established  market for the Common  Stock,  the
Fair  Market  Value   thereof   shall  be   determined  in  good  faith  by  the
Administrator.

     (o) "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive  stock  option  within  the  meaning of  Section  422 of the Code,  as
designated in the applicable written option agreement.

     (p) "Named Executive" shall mean any individual who, on the last day of the
Company's  fiscal  year,  is the chief  executive  officer of the Company (or is
acting in such capacity) or among the four highest  compensated  officers of the
Company (other than the chief executive  officer).  Such officer status shall be
determined  pursuant to the executive  compensation  disclosure  rules under the
Exchange Act.
(q)  "Nonstatutory  Stock  Option"  shall  mean an Option not  intended  to
qualify as an Incentive  Stock Option,  as designated in the applicable  written
option agreement.

     (r) "Officer"  shall mean 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" shall mean a stock option granted pursuant to the Plan.

     (t) "Optioned Stock" shall mean the Common Stock subject to an Option.

     (u) "Optionee" shall mean an Employee or Consultant who receives an Option.

     (v) "Parent"  shall mean a "parent  corporation,"  whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     (w) "Plan" shall mean this 1995 Stock Option Plan.

     (x) "Rule 16b-3" shall mean Rule 16b-3  promulgated  under the Exchange Act
as the same may be amended from time to time, or any successor provision.

     (y)  "Share"  shall  mean a share  of the  Common  Stock,  as  adjusted  in
accordance with Section 14 of the Plan.

          (z) "Subsidiary" shall mean a "subsidiary corporation," whether now or
I hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 14 of
the Plan, the maximum  aggregate  number of shares that may be optioned and sold
under the Plan is 975,000 shares of Common Stock.  The Shares may be authorized,
but unissued, or reacquired Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased  Shares that were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.  Notwithstanding  any other provision of the Plan,  shares
issued  under the Plan and later  repurchased  by the  Company  shall not become
available for future grant under the Plan.
4. Administration of the Plan.

     (a) Composition of Administrator.

     (i) Multiple  Administrative Bodies. If permitted by Rule 16b-3, and by the
legal  requirements  relating to the  administration  of incentive  stock option
plans,  if any, of applicable  securities laws and the Code  (collectively,  the
"Applicable  Laws"),  the Plan may (but need not) be  administered  by different
administrative bodies with respect to Directors,  Officers who are not directors
and Employees who are neither Directors nor Officers.

     (ii) Administration with respect to Directors and Officers. With respect to
grants of Options to Employees or Consultants who are also Officers or Directors
of the Company,  the Plan shall be  administered  by (A) the Board, if the Board
may  administer  the Plan in compliance  with Rule 16b-3 as it applies to a plan
intended to qualify thereunder as a discretionary plan and Section 162(m) of the
Code as it  applies so as to qualify  grants of Options to Named  Executives  as
performance-based  compensation,  or (B) a Committee  designated by the Board to
administer the Plan, which Committee shall be constituted in such a manner as to
permit the Plan to comply  with Rule 16b-3 as it applies to a plan  intended  to
qualify  thereunder as a  discretionary  plan,  to qualify  grants of Options to
Named Executives as  performance-based  compensation under Section 162(m) of the
Code and otherwise so as to satisfy the Applicable Laws.

     (iii) Administration with respect to Other Persons.  With respect to grants
of Options 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 in such a manner
as to satisfy the Applicable Laws.

     (iv) General. If a Committee has been appointed pursuant to subsection (ii)
or (iii) of this Section 4(a),  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 any  Committee  and appoint  additional  members
thereof,  remove  members  (with or without  cause) and  appoint  new members in
substitution therefor, fill vacancies (however caused) and remove all members of
a Committee  and  thereafter  directly  administer  the Plan,  all to the extent
permitted by the Applicable Laws and, in the case of a Committee appointed under
subsection  (ii), to the extent  permitted by Rule 16b-3 as it applies to a plan
intended  to  qualify  thereunder  as a  discretionary  plan,  and to the extent
required  under Section 162(m) of the Code to qualify grants of Options to Named
Executives as performance-based compensation.

     (b) Powers of the Administrator.  Subject to the provisions of the Plan and
in the case of a Committee,  the specific duties  delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion:

     (i) to determine the Fair Market Value of the Common  Stock,  in accordance
with Section 2(m) of the Plan;
(ii) to select the Employees and  Consultants to whom Options may from time
to time be granted hereunder;

     (iii)  to  determine  whether  and  to  what  extent  Options  are  granted
hereunder;

     (iv) to  determine  the  number of shares of Common  Stock to be covered by
each such award granted hereunder;

     (v) to approve forms of agreement for use under the Plan;

     (vi) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder (including,  but not limited to, the
share price and any  restriction or limitation,  or any vesting  acceleration or
waiver of  forfeiture  restrictions  regarding  any Option  and/or the shares of
Common  Stock  relating  thereto,  based  in each  case on such  factors  as the
Administrator  shall  determine,  in its sole  discretion);  (vii) to  determine
whether,  to what  extent and under what  circumstances  Common  Stock and other
amounts  payable  with  respect to an award  under  this Plan shall be  deferred
either automatically or at the election of the participant  (including providing
for and determining  the amount,  if any, of any deemed earnings on any deferred
amount during any deferral period); and

     (viii) to reduce the exercise  price of any Option to the then current Fair
Market Value if the Fair Market Value of the Common Stock covered by such Option
shall have declined since the date the Option was granted;

     (c) Effect of Administrator's  Decision. All decisions,  determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options.

     5. Eligibility.

     (a)  Recipients  of Grants.  Nonstatutory  Stock  Options may be granted to
Employees  and  Consultants.  Incentive  Stock  Options  may be granted  only to
Employees,  provided,  however,  that  Employees  of an  Affiliate  shall not be
eligible to receive  Incentive Stock Options.  An Employee or Consultant who has
been  granted an Option may, if he or she is otherwise  eligible,  be granted an
additional Option or Options.

     (b) Type of Option.  Each Option shall be designated in the written  option
agreement as either an Incentive  Stock Option or a  Nonstatutory  Stock Option.
However,  notwithstanding  such  designations,  to the extent that the aggregate
Fair Market Value of Shares with respect to which  Incentive  Stock  Options are
exercisable  for the first time by an Optionee  during any calendar  year (under
all plans of the Company or any Parent or  Subsidiary)  exceeds  $100,000,  such
excess Options shall be treated as Nonstatutory  Stock Options.  For purposes of
this Section  5(b),  Incentive  Stock Options shall be taken into account in the
order in which they were granted,  and the Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is granted.

     (c) No Employment  Rights.  The Plan shall not confer upon any Optionee any
right with respect to continuation of employment or consulting relationship with
the  Company,  nor  shall it  interfere  in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

     6. Term of Plan. The Plan shall become  effective upon the earlier to occur
of its adoption by the Board or its approval by the  shareholders of the Company
as described in Section 20 of the Plan.  It shall  continue in effect for a term
of ten (10) years unless sooner terminated under Section 16 of the Plan.

     7. Term of Option.  The term of each Option shall be the term stated in the
Option  Agreement;  provided,  however,  that in the case of an Incentive  Stock
Option,  the term  shall be no more than ten (10)  years  from the date of grant
thereof  or  such  shorter  term as may be  provided  in the  Option  Agreement.
However,  in the case of an Option  granted to an Optionee  who, at the time the
Option is granted,  owns stock  representing  more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.

     8. Limitation on Grants to Employees.  Subject to adjustment as provided in
this Plan, the maximum number of Shares which may be subject to options  granted
to any one Employee  under this Plan for any fiscal year of the Company shall be
275,000.

     9. 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 such price as is determined by
the Administrator, but shall be subject to the following:

          (i) In the case of an Incentive Stock Option

     (A)  granted to an Employee who, at the time of the grant of such Incentive
Stock Option, owns stock  representing more than ten percent (10%) of the voting
power of all  classes of  stock of the Company or any Parent or Subsidiary,  the
per Share exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of grant;

     (B) granted to any other Employee,  the  per Share exercise price shall be 
no less than 100% of the Fair Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option

     (A) granted to a person who, at the time of the grant of such Option,  owns
stock  representing  more  than ten  percent  (10%) of the  voting  power of all
classes  of stock of the  Company  or any  Parent or  Subsidiary,  the per Share
exercise  price shall be no less than 110% of the Fair Market Value per Share on
the date of the grant;

     (B) granted to any other person,  the per share  Exercise Price shall be no
less than 100% of the Fair Market Value on the date of grant.

     (b) Permissible Consideration.  The consideration to be paid for the Shares
to be issued upon exercise of an Option,  including the method of payment, shall
be  determined  by the  Administrator  (and,  in the case of an Incentive  Stock
Option,  shall be determined  at the time of grant) and may consist  entirely of
(1) cash, (2) check,  (3) promissory note, (4) other Shares that (x) in the case
of Shares  acquired  upon  exercise  of an Option  either have been owned by the
Optionee for more than six months on the date of surrender or were not acquired,
directly or  indirectly,  from the Company,  and (y) 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)  authorization  from the Company to
retain from the total number of Shares as to which the Option is exercised  that
number of Shares having a Fair Market Value on the date of exercise equal to the
exercise  price  for the  total  number  of  Shares  as to which  the  Option is
exercised,  (6) delivery of a properly  executed  exercise  notice together with
irrevocable  instructions  to a broker to deliver  promptly  to the  Company the
amount of sale or loan proceeds required to pay the exercise price, (7) delivery
of an  irrevocable  subscription  agreement  for  the  Shares  that  irrevocably
obligates  the option holder to take and pay for the Shares not more than twelve
months  after  the  date of  delivery  of the  subscription  agreement,  (8) any
combination of the foregoing methods of payment, or (9) such other consideration
and method of payment for the issuance of Shares to the extent  permitted  under
Applicable Laws. In making its  determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration may
be reasonably expected to benefit the Company.

     10. Exercise of Option.

     (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be  exercisable at  such  times and under  such  conditions  as
determined by the  Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be  permissible under the terms of
the Plan.

     An Option may not be exercised for a fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full payment may, as authorized by the  Administrator,  consist of any
consideration  and method of payment  allowable  under Section 9(b) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, 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  upon  exercise of the Option.  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 14 of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  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 Status as an Employee or  Consultant.  In the event of
termination  of an Optionee's  Continuous  Status as an Employee or  Consultant,
such  Optionee  may,  but only within  thirty (30) days (or such other period of
time, not exceeding three (3) months in the case of an Incentive Stock Option or
six (6) months in the case of a Nonstatutory  Stock Option,  as is determined by
the  Administrator,  with such  determination  in the case of an Incentive Stock
Option  being  made at the time of grant of the  Option)  after the date of such
termination  (but in no event later than the date of  expiration  of the term of
such Option as set forth in the Option Agreement), exercise his or her Option to
the  extent  that he or she was  entitled  to  exercise  it at the  date of such
termination.  To the extent that the  Optionee  was not entitled to exercise the
Option at the date of such  termination,  or if the  optionee  does not exercise
such Option (which he or she was entitled to exercise) within the time specified
herein, the Option shall terminate.

     (c)  Disability of Optionee.  Notwithstanding  Section 10(b) above,  in the
event of  termination  of an  Optionee's  Continuous  Status as an  Employee  or
Consultant as a result of his or her total and permanent  disability (as defined
in Section  22(e)(3) of the Code), he or she may, but only within six (6) months
(or such other period of time not exceeding  twelve (12) months as is determined
by the Administrator,  with such determination in the case of an Incentive Stock
Option  being  made at the time of grant  of the  Option)  from the date of such
termination  (but in no event later than the date of  expiration  of the term of
such Option as set forth in the Option Agreement), exercise his or her Option to
the  extent  he or  she  was  entitled  to  exercise  it at  the  date  of  such
termination.  To the extent  that he or she was not  entitled  to  exercise  the
Option at the date of termination, or if he does not exercise such Option (which
he was entitled to exercise) within the time specified herein,  the Option shall
terminate.

     (d) Death of Optionee. In the event of the death of an Optionee:

     (i)  during  the  term of the  Option  who is at the  time of his  death an
Employee or  Consultant  of the  Company  and who shall have been in  Continuous
Status as an Employee or Consultant  since the date of grant of the Option,  the
Option may be exercised, at any time within six (6) months (or such other period
of time,  not exceeding six (6) months,  as is determined by the  Administrator,
with such  determination  in the case of an Incentive Stock Option being made at
the time of grant of the  Option)  following  the date of death (but in no event
later than the date of expiration of the term of such Option as set forth in the
Option  Agreement),  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 of
the right to exercise that would have accrued had the Optionee  continued living
and remained in Continuous  Status as an Employee or  Consultant  six (6) months
(or such other period of time as is determined by the  Administrator as provided
above) after the date of death,  subject to the  limitation set forth in Section
5(b); or

     (ii) within  thirty (30) days (or such other  period of time not  exceeding
three (3) months as is determined by the Administrator,  with such determination
in the case of an Incentive  Stock Option being made at the time of grant of the
Option) after the termination of Continuous Status as an Employee or Consultant,
the Option may be  exercised,  at any time within six (6) months  following  the
date of death (but in no event later than the date of  expiration of the term of
such Option as set forth in the Option  Agreement),  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 of the right to exercise that had accrued at
the date of termination.

     (e) Rule 16b-3.  Options granted to persons subject to Section 16(b) of the
Exchange  Act must  comply  with 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.

     11.  Withholding  Taxes.  As a condition to the exercise of Options granted
hereunder,  the Optionee shall make such  arrangements as the  Administrator may
require for the satisfaction of any federal, state, local or foreign withholding
tax  obligations  that may arise in  connection  with the  exercise,  receipt or
vesting of such  Option.  The Company  shall not be required to issue any Shares
under the Plan until such obligations are satisfied.

     12.  Stock  Withholding  to Satisfy  Withholding  Tax  Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option  which tax  liability  is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy  the  withholding  tax  obligation  by one or  some  combination  of the
following  methods:  (a) by  cash  payment,  or (b)  out of  Optionee's  current
compensation,  (c) if  permitted by the  Administrator,  in its  discretion,  by
surrendering  to the Company  Shares  that (i) in the case of Shares  previously
acquired  from the  Company,  have been owned by the  Optionee for more than six
months on the date of  surrender,  and (ii) have a fair market value on the date
of  surrender  equal to or less  than  Optionee's  marginal  tax rate  times the
ordinary income recognized, or (d) by electing to have the Company withhold from
the Shares to be issued upon exercise of the Option that number of Shares having
a fair  market  value  equal to the amount  required  to be  withheld.  For this
purpose,  the fair market value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined  (the "Tax
Date").

     Any  surrender  by an Officer or Director  of  previously  owned  Shares to
satisfy tax  withholding  obligations  arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3 and shall be subject to 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.

     All  elections  by an  Optionee  to have  Shares  withheld  to satisfy  tax
withholding  obligations  shall be made in writing in a form  acceptable  to the
Administrator and shall be subject to the following restrictions:

     (a) the election must be made on or prior to the applicable Tax Date;

     (b) once made,  the  election  shall be  irrevocable  as to the  particular
Shares of the Option as to which the election is made;

     (c) all  elections  shall be subject to the consent or  disapproval  of the
Administrator;

     (d) if the  Optionee is an Officer or Director,  the  election  must comply
with the  applicable  provisions  of Rule  16b-3  and shall be  subject  to 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.

     In the event the  election to have  Shares  withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under  Section  83(b) of the Code,  the  Optionee  shall  receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall be  unconditionally  obligated  to tender  back to the  Company the proper
number of Shares on the Tax Date.

     13.  Non-Transferability  of Options.  The Option 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. The designation of a beneficiary
by an  Optionee  will not  constitute  a transfer.  An Option may be  exercised,
during the  lifetime  of the  Optionee,  only by the  Optionee  or a  transferee
permitted by this Section 13.

     14. Adjustments Upon Changes in Capitalization; Corporate Transactions.

     (a) Adjustment.  Subject to any required action by the  shareholders of the
Company,  the  number  of shares of Common  Stock  covered  by each  outstanding
Option,  the  number of shares of Common  Stock  that have been  authorized  for
issuance  under the Plan but as to which no  Options  have yet been  granted  or
which have been  returned  to the Plan upon  cancellation  or  expiration  of an
Option,  the maximum  number of shares of Common Stock for which  Options may be
granted to any employee  under Section 8 of the Plan, and the price per share of
Common Stock covered by each such outstanding  Option,  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
Administrator,  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.

     (b) Corporate  Transactions.  In the event of the proposed  dissolution  or
liquidation of the Company,  the Option will terminate  immediately prior to the
consummation  of  such  proposed  action,   unless  otherwise  provided  by  the
Administrator.  The Administrator may, in the exercise of its sole discretion in
such  instances,  declare that any Option shall  terminate as of a date fixed by
the Administrator and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned  Stock,  including  Shares as to which the
Option would not  otherwise be  exercisable.  In the event of a proposed sale of
all or  substantially  all of the  assets of the  Company,  or the merger of the
Company  with or into  another  corporation,  the Option  shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or  subsidiary  of  such  successor   corporation,   unless  the   Administrator
determines,  in the  exercise  of  its  sole  discretion  and in  lieu  of  such
assumption or  substitution,  that the Optionee shall have the right to exercise
the Option as to some or all of the Optioned Stock, including Shares as to which
the Option would not otherwise be  exercisable.  If the  Administrator  makes an
Option  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 shall be  exercisable  for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.

     15. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the  date on  which  the  Administrator  makes  the  determination
granting such Option or such other date as is  determined by the  Administrator.
Notice of the  determination  shall be given to each  Employee or  Consultant to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.

     16. Amendment and Termination of the Plan.

     (a)  Amendment and  Termination.  The Board may amend or terminate the Plan
from time to time in such  respects  as the Board may deem  advisable;  provided
that,  the  following  revisions or  amendments  shall  require  approval of the
shareholders of the Company in the manner described in Section 20 of the Plan:

     (i) any increase in the number of Shares subject to the Plan, other than an
adjustment under Section 14 of the Plan;

     (ii) any change in the  designation of the class of persons  eligible to be
granted Options;

     (iii) any change in the  limitation  on grants to employees as described in
Section 8 of the Plan or other changes which would require shareholder  approval
to qualify options granted  hereunder as  performance-based  compensation  under
Section 162(m) of the Code; or
(iv) any revision or amendment requiring  shareholder  approval in order to
preserve the qualification of the Plan under Rule 16b-3.

     (b) Shareholder  Approval.  If any amendment requiring shareholder approval
under Section 13(a) of the Plan is made subsequent to the first  registration of
any class of equity  securities  by the Company under Section 12 of the Exchange
Act, such shareholder  approval shall be solicited as described in Section 20 of
the Plan.

     (c) Effect of Amendment or  Termination.  Any such amendment or termination
of the Plan shall not affect  OIptions  already  granted and such Options  shall
remain  in full  force  and  effect  as if this  Plan  had not been  amended  or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.

     17. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  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, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising such Option to reprIesent 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  by any of the
aforementioned relevant provisions of law.

     18. 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. 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.

     19.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.
20. Shareholder Approval.

     (a)   Continuance  of  the  Plan  shall  be  subject  to  approval  by  the
shareholders  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 and the rules
of any stock  exchange  upon which the Shares are listed.  (b) In the event that
the Company registers any class of equity  securities  pursuant to Section 12 of
the  Exchange  Act,  any required  approval of the  shareholders  of the Company
obtained after such registration shall be solicited  substantially in accordance
with Section 14(a) of the Exchange Act and the rules and regulations promulgated
thereunder.

     (c) If any required  approval by the  shareholders of the Plan itself or of
any  amendment  thereto is  solicited at any time  otherwise  than in the manner
described in Section 20(b) hereof,  then the Company  shall,  at or prior to the
first annual  meeting of  shareholders  held  subsequent to the later of (1) the
first  registration  of any  class of equity  securities  of the  Company  under
Section 12 of the Exchange Act or (2) the granting of an Option  hereunder to an
officer or director after such registration, do the following:

     (i)  furnish  in  writing  to the  holders  entitled  to vote  for the Plan
substantially  the same  information  that would be  required  (if proxies to be
voted with respect to approval or disapproval of the Plan or amendment were then
being  solicited) by the rules and  regulations in effect under Section 14(a) of
the Exchange Act at the time such information is furnished; and

     (ii)  file  with,  or mail for  filing  to,  the  Securities  and  Exchange
Commission four copies of the written information  referred to in subsection (i)
hereof not later than the date on which such  information is first sent or given
to shareholders.

     21.  Information to Optionees.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies of all annual  reports and other  information  which are  provided to all
shareholders of the Company.
Exhibit 5.1
                                                    April 18, 1997

Quality Semiconductor, Inc.
851 Martin Avenue
Santa Clara, CA 95050-2903

Ladies and Gentlemen,

     We have examined the Registration  Statement on Form S-8 (the "Registration
Statement")  filed by you with  the  Securities  and  Exchange  Commission  (the
"Commission")  on or about April 22, 1997 in  connection  with the  registration
under the Securities Act of 1933, as amended,  of an aggregate of 700,000 shares
of Common Stock (the "Shares")  pursuant to the Company's 1995 Stock Option Plan
(the "Plan"). As your counsel in connection with the Registration  Statement, we
have  examined  the  proceedings  taken and are  familiar  with the  proceedings
proposed  to be taken by you in  connection  with the sale and  issuance  of the
Shares.

     It is our opinion that upon  conclusion of the  proceedings  being taken or
contemplated under the Plans or by us, as your counsel, to be taken prior to the
issuance of the Shares,  and upon completion of the  proceedings  being taken in
order to permit  such  transactions  to be carried  out in  accordance  with the
securities laws of the various states where required, the Shares when issued and
sold in the manner described in the  Registration  Statement will be legally and
validly issued, fully paid and non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration  Statement,  including the Prospectus  constituting a part thereof,
and in any amendment thereto.

                                        Sincerely,

                                        VENTURE LAW GROUP
                                        A Professional Corporation
Exhibit 24.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
on (Form S-8) pertaining to the 1995 Stock Option Plan of Quality Semiconductor,
Inc. of our report dated October 18, 1996 (except as to Note 10, as to which the
date  is  December  12,  1996),  with  respect  to  the  consolidated  financial
statements and schedule of Quality  Semiconductor,  Inc.  included in the Annual
Report  (Form  10-K) for the year  ended  September  30,  1996,  filed  with the
Securities and Exchange Commission.

                                         ERNST & YOUNG LLP

San Jose, California
April 21, 1997