As filed with the Securities and Exchange Commission on May 28, 1998
                           Registration No. 333-00920
--------------------------------------------------------------------------------

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


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

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 2
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            -------------------------

                              ROSS TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                        5316 Highway 290 West, Suite 500
                                  Austin, Texas
                    (Address of Principal Executive Offices)

                                   74-2507960
                                (I.R.S. Employer
                             Identification Number)

                                      78735
                                   (Zip Code)

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

               Stock Option and Restricted Stock Purchase Plan 3.0
                            (Full title of the Plan)
                            -------------------------


                              JACK W. SIMPSON, SR.
                      President and Chief Executive Officer
                              ROSS Technology, Inc.
                        5316 Highway 290 West, Suite 500
                               Austin, Texas 78735
                                 (512) 436-2000

                      (Name, address including zip code and
                     telephone number, including area code,
                       of registrants' agent for service)
                                   Copies to:
                              ANDREW W. GROSS, ESQ.
                               Irell & Manella LLP
                       1800 Avenue of the Stars, Suite 900
                              Los Angeles, CA 90067
                                 (310) 277-1010


<TABLE>
<CAPTION>

                                       CALCULATION OF REGISTRATION FEE
                 <S>                          <C>                 <C>                    <C>                <C>

========================================================================================================================
                                                            Proposed Maximum     Proposed Maximum
         Title of Securities                Amount           Offering Price         Aggregate           Amount of
          to be Registered            to be Registered(1)     Per Unit(2)       Offering Price(2)    Registration Fee
------------------------------------------------------------------------------------------------------------------------

      Common Stock, par value         2,465,000 shares          $0.19               $468,350              $138
        $0.01 per share
========================================================================================================================

</TABLE>

(1)  Pursuant  to Rule  429 of the  Securities  Act of  1933,  as  amended  (the
     "Securities  Act"),  the  prospectus  delivered to  participants  under the
     Registrant's  Stock  Option and  Restricted  Stock  Purchase  Plan 3.0 also
     relates to an aggregate of 877,054 shares  initially  registered under this
     Registration  Statement  and an aggregate of  1,925,451  shares  registered
     pursuant to Amendment No. 1 to this  Registration  Statement.  In addition,
     pursuant to Rule 416 of the  Securities  Act, this  Registration  Statement
     also covers such  additional  securities as may become  issuable to prevent
     dilution resulting from stock splits, stock dividends and similar events.

(2)  Pursuant to Rule 457(h),  estimated  solely for the purpose of  calculating
     the  registration  fee on the basis of the average of the high and low sale
     prices  of the  Registrant's  Common  Stock on The  Nasdaq  Stock  Market's
     National Market on May 27, 1998.




                                       1
<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus (the  "Prospectus")  is omitted from this  Registration  Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8. The Registrant will provide without charge to employees,  on the written or
oral request of any such person, a copy of any of the documents constituting the
Prospectus,  except for the exhibits to such documents (unless such exhibits are
specifically  incorporated by reference into the information that the Prospectus
incorporates).  Written requests should be directed to: Francis S. (Kit) Webster
III, Chief  Financial  Officer,  ROSS  Technology,  Inc., 5316 Highway 290 West,
Suite 500,  Austin,  Texas 78735.  The  Registrant's  telephone  number is (512)
436-2000.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The documents listed in (a), (b), (c), (d), (e), (f), (g) and (h) below are
incorporated  by  reference  in this  Registration  Statement  on Form  S-8.  In
addition, all documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities  offered  have  been sold or that  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.

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 31, 1997, filed pursuant to Section 13 of the Exchange Act;

     (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          June 30, 1997, filed pursuant to Section 13 of the Exchange Act;

     (c)  The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          September 30, 1997,  filed  pursuant to Section 13 of the Exchange Act
          (as amended by the Registrant's  Quarterly Report on Form 10-Q/A filed
          pursuant to Section 13 of the Exchange Act on November 20, 1997);

     (d)  The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          December 31, 1997, filed pursuant to Section 13 of the Exchange Act;

     (e)  The  Registrant's  Current Report on Form 8-K dated September 19, 1997
          filed pursuant to Section 13 of the Exchange Act;

     (f)  The  Registrant's  Current Report on Form 8-K dated September 30, 1997
          filed pursuant to Section 13 of the Exchange Act;

     (g)  The Registrant's  Current Report on Form 8-K dated April 2, 1998 filed
          pursuant to Section 13 of the Exchange Act; and




                                       2
<PAGE>

                                    


     (h)  The  description  of the  Common  Stock  contained  under the  caption
          "Description of Capital Stock" in Registrant's  Registration Statement
          on Form S-1, File No.  33-95878,  originally filed with the Commission
          on August 21, 1995, including any amendment or report filed for the
          purpose of updating such description.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated  or  deemed to be  incorporated  herein by  reference  modifies  or
supersedes such prior  statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

        Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     As of the date of this Registration Statement,  members of the firm Irell &
Manella LLP owned an aggregate of approximately 15,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law empowers a corporation
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation or enterprise (other
than a suit by or in the right of the  corporation).  In any case, a corporation
may indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the case
of an action by or in the right of the corporation,  no  indemnification  may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine  that,  despite the  adjudication  of liability,  such person is
fairly and  reasonably  entitled to indemnity for such expenses  which the court
shall deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or proceeding  referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

     The Restated  Certificate of Incorporation of the Registrant  provides,  in
effect, that, to the extent and under the circumstances permitted by Section 145
of the Delaware  General  Corporation  Law, the Registrant  shall  indemnify any
person who was or is a party or is  threatened to be made a party to any action,
suit or proceeding of the type described  above by reason of the fact that he or
she is or was a director or officer of the Registrant,  is or was serving at the
request of the  Registrant  as a director or officer of another  corporation  or
enterprise,  or  was  a  director  or  officer  of a  corporation  which  was  a
predecessor  corporation  of the  Registrant  or of  another  enterprise  at the
request  of  such   predecessor   corporation.   The  Restated   Certificate  of
Incorporation  of the Registrant also provides,  in effect,  that, to the extent
and under the  circumstances  permitted by Section 145 of the  Delaware  General
Corporation Law, the Registrant shall have the power to indemnify any person who
was or is a party or is  threatened  to be made a party to any  action,  suit or
proceeding of the type  described  above by reason of the fact that he or she is
or was an employee or agent of the Registrant,  is or was serving at the request
of the Registrant as an employee or agent of another  corporation or enterprise,
or was an employee or agent of a corporation which was a predecessor corporation
of the  Registrant or of another  enterprise at the request of such  predecessor
corporation.

     As  permitted  by  the  Delaware  General  Corporation  Law,  the  Restated
Certificate of Incorporation of the Registrant  contains provisions limiting the
personal  liability  of the  Registrant's  directors  for  violations  of  their
fiduciary duty. Such


                                       3
<PAGE>



     provisions  eliminate  each  director's  liability to the Registrant or its
stockholders  for monetary  damages  except (i) for any breach of the director's
duty of loyalty;  (ii) for acts or omissions  not in good faith or which involve
intentional  misconduct or a knowing violation of law; (iii) pursuant to Section
174 of the Delaware General Corporation Law providing for liability of directors
for unlawful payment of dividends or unlawful stock purchase or redemptions;  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

     4.1  Stock Option and Restricted  Stock Purchase Plan 3.0  (incorporated by
          reference to  Registrant's  definitive  Proxy Statement dated July 18,
          1997 for its 1997 Annual Meeting of Stockholders)

     4.2  Form of Incentive  Stock Option  Agreement for options  granted during
          and after  September  1995  through  June 24,  1997  (incorporated  by
          reference to Exhibit 10.25 to Registrant's  Registration  Statement on
          Form S-1, File No. 33-95878)

     4.3  Form of Nonqualified Stock Option Agreement for options granted during
          and after  September  1995  through  June 24,  1997  (incorporated  by
          reference to Exhibit 10.26 to Registrant's  Registration  Statement on
          Form S-1, File No. 33-95878)

     4.4  Form of Incentive Stock Option  Agreement for options granted from and
          after June 24,  1997  (incorporated  by  reference  to Exhibit  4.4 to
          Post-Effective  Amendment No. 1 to Registration Statement on Form S-8,
          File No. 333-00920)

     4.5  Form of Nonqualified  Stock Option  Agreement for options granted from
          and after June 24, 1997  (incorporated  by reference to Exhibit 4.5 to
          Post-Effective  Amendment No. 1 to Registration Statement on Form S-8,
          File No. 333-00920)

     4.6  Specimen of Common  Stock  Certificate  (incorporated  by reference to
          Exhibit 4.1 to Registrant's  Registration  Statement on Form S-1, File
          No. 33-95878)

     4.7  Registrant's  Restated  Certificate of Incorporation  (incorporated by
          reference  to Exhibit 3.1 to  Registrant's  Registration  Statement on
          Form S-1, File No. 33-95878)

     4.8  Registrant's Restated Bylaws (incorporated by reference to Exhibit 3.2
          to  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
          September 29, 1997)

     5    Opinion  of Irell & Manella  LLP as to the  legality  of the shares of
          Common Stock being registered

     23.1 Written Consent of KPMG Peat Marwick LLP

     23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

Item 9.  Undertakings.

        (a)    The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:



                                       4
<PAGE>
             


                    (i)  to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)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;

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated by reference in this  Registration
          Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post- effective amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act that is incorporated by reference in
          this  Registration  Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  Registrant  pursuant to the  foregoing  provisions  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Securities and Exchange  Commission,  such  indemnification is against
          public policy as expressed in the  Securities  Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question of whether such indemnification
          by it is against  public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.




                                       5
<PAGE>
 




                                   SIGNATURES

          Pursuant to the  requirements  of the  Securities  Act, the Registrant
     certifies  that it has  reasonable  grounds to believe that it meets all of
     the  requirements  for  filing  on Form  S-8,  and  has  duly  caused  this
     Registration  Statement  to be  signed on its  behalf  by the  undersigned,
     thereunto duly  authorized,  in the City of Austin,  State of Texas, on May
     28, 1998.


                             ROSS TECHNOLOGY, INC.,
                             a Delaware corporation


                           By: /s/Jack W.  Simpson, Sr.          
                           ----------------------------------
                              Jack W. Simpson, Sr.
                              President & Chief Executive Officer



                                       6
<PAGE>


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


Signature                         Title                                 Date
---------                        -------                               ------



/s/ Jack W.  Simpson, Sr.         Director, President               May 28, 1998
--------------------------         and Chief Executive Officer
Jack W. Simpson, Sr.               

/s/ Francis S. (Kit) Webster III  Chief Financial Officer           May 28, 1998
--------------------------         and Secretary
Francis S. (Kit) Webster III       

/s/ Carter L.  Godwin             Chief Accounting Officer          May 28, 1998
--------------------------         and Corporate Controller
Carter L. Godwin                   

/s/ Ryusuke Hoshikawa             Director                          May 28, 1998
--------------------------        
Ryusuke Hoshikawa

/s/ Fred T. May                   Director                          May 28, 1998
--------------------------        
Fred T. May

/s/ Masahiro Saida                Director                          May 28, 1998
--------------------------        
Masahiro Saida

/s/ Yasushi Tajiri                Director                          May 28, 1998
--------------------------        
Yasushi Tajiri

/s/ Edward F/ Thompson            Director                          May 28, 1998
--------------------------        
Edward F. Thompson

/s/ Seiichi Yoshikawa             Director                          May 28, 1998
--------------------------        
Seiichi Yoshikawa                 





                                       7
<PAGE>



                                  EXHIBIT INDEX
                                  -------------


 Exhibit
 Number                      Description                                    
 --------                   --------------

    4.1  Stock Option and Restricted Stock Purchase Plan 3.0 (incorporated
         by reference to  Registrant's  definitive  Proxy  Statement dated
         July 18, 1997 for its 1997 Annual Meeting of Stockholders)

    4.2  Form of Incentive  Stock  Option  Agreement  for options  granted
         during  and  after   September   1995   through   June  24,  1997
         (incorporated  by  reference  to  Exhibit  10.25 to  Registrant's
         Registration Statement on Form S-1, File No. 33-95878)

    4.3  Form of Nonqualified  Stock Option  Agreement for options granted
         during  and  after   September   1995   through   June  24,  1997
         (incorporated  by  reference  to  Exhibit  10.26 to  Registrant's
         Registration Statement on Form S-1, File No. 33-95878)

    4.4  Form of Incentive Stock Option Agreement for options granted from
         and after June 24, 1997 (incorporated by reference to Exhibit 4.4
         to  Post-Effective  Amendment No. 1 to Registration  Statement on
         Form S-8, File No. 333-00920)

    4.5  Form of Nonqualified  Stock Option  Agreement for options granted
         from and  after  June 24,  1997  (incorporated  by  reference  to
         Exhibit 4.5 to  Post-Effective  Amendment  No. 1 to  Registration
         Statement on Form S-8, File No. 333-00920)

    4.6  Specimen of Common Stock  Certificate  (incorporated by reference
         to Exhibit 4.1 to  Registrant's  Registration  Statement  on Form
         S-1, File No. 33-95878)

    4.7  Registrant's Restated Certificate of Incorporation  (incorporated
         by  reference  to  Exhibit  3.1  to   Registrant's   Registration
         Statement on Form S-1, File No. 33-95878)

    4.8  Registrant's   Restated  Bylaws  (incorporated  by  reference  to
         Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
         quarter ended September 29, 1997)

    5    Opinion of Irell & Manella  LLP as to the  legality of the shares
         of Common Stock being registered

    23.1 Written Consent of KPMG Peat Marwick LLP

    23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

                                      -i-
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{"company-data": {"conformed-name": "ROSS TECHNOLOGY INC", "cik": "0000949702", "assigned-sic": "3674", "irs-number": "742507960", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53781", "film-number": "98632996"}, "business-address": {"street1": "5316 HIGHWAY 290 WEST FIRST FLOOR", "street2": "STE 500", "city": "AUSTIN", "state": "TX", "zip": "78735", "phone": "5124362000"}, "mail-address": {"street1": "5316 HIGHWAU 290 WEST SUITE 500", "city": "AUSTIN", "state": "TX", "zip": "78735"}}
As filed with the Securities and Exchange Commission on May 28, 1998
                           Registration No. 333-00920
--------------------------------------------------------------------------------

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

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

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 2
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            -------------------------

                              ROSS TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                        5316 Highway 290 West, Suite 500
                                  Austin, Texas
                    (Address of Principal Executive Offices)

                                   74-2507960
                                (I.R.S. Employer
                             Identification Number)

                                      78735
                                   (Zip Code)

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

               Stock Option and Restricted Stock Purchase Plan 3.0
                            (Full title of the Plan)
                            -------------------------

                              JACK W. SIMPSON, SR.
                      President and Chief Executive Officer
                              ROSS Technology, Inc.
                        5316 Highway 290 West, Suite 500
                               Austin, Texas 78735
                                 (512) 436-2000

                      (Name, address including zip code and
                     telephone number, including area code,
                       of registrants' agent for service)
                                   Copies to:
                              ANDREW W. GROSS, ESQ.
                               Irell & Manella LLP
                       1800 Avenue of the Stars, Suite 900
                              Los Angeles, CA 90067
                                 (310) 277-1010
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                            Proposed Maximum     Proposed Maximum
         Title of Securities                Amount           Offering Price         Aggregate           Amount of
          to be Registered            to be Registered(1)     Per Unit(2)       Offering Price(2)    Registration Fee
------------------------------------------------------------------------------------------------------------------------

      Common Stock, par value         2,465,000 shares          $0.19               $468,350              $138
        $0.01 per share
========================================================================================================================
(1)  Pursuant  to Rule  429 of the  Securities  Act of  1933,  as  amended  (the
     "Securities  Act"),  the  prospectus  delivered to  participants  under the
     Registrant's  Stock  Option and  Restricted  Stock  Purchase  Plan 3.0 also
     relates to an aggregate of 877,054 shares  initially  registered under this
     Registration  Statement  and an aggregate of  1,925,451  shares  registered
     pursuant to Amendment No. 1 to this  Registration  Statement.  In addition,
     pursuant to Rule 416 of the  Securities  Act, this  Registration  Statement
     also covers such  additional  securities as may become  issuable to prevent
     dilution resulting from stock splits, stock dividends and similar events.

(2)  Pursuant to Rule 457(h),  estimated  solely for the purpose of  calculating
     the  registration  fee on the basis of the average of the high and low sale
     prices  of the  Registrant's  Common  Stock on The  Nasdaq  Stock  Market's
     National Market on May 27, 1998.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus (the  "Prospectus")  is omitted from this  Registration  Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8. The Registrant will provide without charge to employees,  on the written or
oral request of any such person, a copy of any of the documents constituting the
Prospectus,  except for the exhibits to such documents (unless such exhibits are
specifically  incorporated by reference into the information that the Prospectus
incorporates).  Written requests should be directed to: Francis S. (Kit) Webster
III, Chief  Financial  Officer,  ROSS  Technology,  Inc., 5316 Highway 290 West,
Suite 500,  Austin,  Texas 78735.  The  Registrant's  telephone  number is (512)
436-2000.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The documents listed in (a), (b), (c), (d), (e), (f), (g) and (h) below are
incorporated  by  reference  in this  Registration  Statement  on Form  S-8.  In
addition, all documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities  offered  have  been sold or that  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.

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 31, 1997, filed pursuant to Section 13 of the Exchange Act;

     (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          June 30, 1997, filed pursuant to Section 13 of the Exchange Act;

     (c)  The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          September 30, 1997,  filed  pursuant to Section 13 of the Exchange Act
          (as amended by the Registrant's  Quarterly Report on Form 10-Q/A filed
          pursuant to Section 13 of the Exchange Act on November 20, 1997);

     (d)  The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          December 31, 1997, filed pursuant to Section 13 of the Exchange Act;

     (e)  The  Registrant's  Current Report on Form 8-K dated September 19, 1997
          filed pursuant to Section 13 of the Exchange Act;

     (f)  The  Registrant's  Current Report on Form 8-K dated September 30, 1997
          filed pursuant to Section 13 of the Exchange Act;

     (g)  The Registrant's  Current Report on Form 8-K dated April 2, 1998 filed
          pursuant to Section 13 of the Exchange Act; and

                                       2
(h)  The  description  of the  Common  Stock  contained  under the  caption
          "Description of Capital Stock" in Registrant's  Registration Statement
          on Form S-1, File No.  33-95878,  originally filed with the Commission
          on August 21, 1995, including any amendment or report filed for the
          purpose of updating such description.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated  or  deemed to be  incorporated  herein by  reference  modifies  or
supersedes such prior  statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

        Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     As of the date of this Registration Statement,  members of the firm Irell &
Manella LLP owned an aggregate of approximately 15,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law empowers a corporation
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation or enterprise (other
than a suit by or in the right of the  corporation).  In any case, a corporation
may indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the case
of an action by or in the right of the corporation,  no  indemnification  may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine  that,  despite the  adjudication  of liability,  such person is
fairly and  reasonably  entitled to indemnity for such expenses  which the court
shall deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or proceeding  referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

     The Restated  Certificate of Incorporation of the Registrant  provides,  in
effect, that, to the extent and under the circumstances permitted by Section 145
of the Delaware  General  Corporation  Law, the Registrant  shall  indemnify any
person who was or is a party or is  threatened to be made a party to any action,
suit or proceeding of the type described  above by reason of the fact that he or
she is or was a director or officer of the Registrant,  is or was serving at the
request of the  Registrant  as a director or officer of another  corporation  or
enterprise,  or  was  a  director  or  officer  of a  corporation  which  was  a
predecessor  corporation  of the  Registrant  or of  another  enterprise  at the
request  of  such   predecessor   corporation.   The  Restated   Certificate  of
Incorporation  of the Registrant also provides,  in effect,  that, to the extent
and under the  circumstances  permitted by Section 145 of the  Delaware  General
Corporation Law, the Registrant shall have the power to indemnify any person who
was or is a party or is  threatened  to be made a party to any  action,  suit or
proceeding of the type  described  above by reason of the fact that he or she is
or was an employee or agent of the Registrant,  is or was serving at the request
of the Registrant as an employee or agent of another  corporation or enterprise,
or was an employee or agent of a corporation which was a predecessor corporation
of the  Registrant or of another  enterprise at the request of such  predecessor
corporation.

     As  permitted  by  the  Delaware  General  Corporation  Law,  the  Restated
Certificate of Incorporation of the Registrant  contains provisions limiting the
personal  liability  of the  Registrant's  directors  for  violations  of  their
fiduciary duty. Such

                                       3
provisions  eliminate  each  director's  liability to the Registrant or its
stockholders  for monetary  damages  except (i) for any breach of the director's
duty of loyalty;  (ii) for acts or omissions  not in good faith or which involve
intentional  misconduct or a knowing violation of law; (iii) pursuant to Section
174 of the Delaware General Corporation Law providing for liability of directors
for unlawful payment of dividends or unlawful stock purchase or redemptions;  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

     4.1  Stock Option and Restricted  Stock Purchase Plan 3.0  (incorporated by
          reference to  Registrant's  definitive  Proxy Statement dated July 18,
          1997 for its 1997 Annual Meeting of Stockholders)

     4.2  Form of Incentive  Stock Option  Agreement for options  granted during
          and after  September  1995  through  June 24,  1997  (incorporated  by
          reference to Exhibit 10.25 to Registrant's  Registration  Statement on
          Form S-1, File No. 33-95878)

     4.3  Form of Nonqualified Stock Option Agreement for options granted during
          and after  September  1995  through  June 24,  1997  (incorporated  by
          reference to Exhibit 10.26 to Registrant's  Registration  Statement on
          Form S-1, File No. 33-95878)

     4.4  Form of Incentive Stock Option  Agreement for options granted from and
          after June 24,  1997  (incorporated  by  reference  to Exhibit  4.4 to
          Post-Effective  Amendment No. 1 to Registration Statement on Form S-8,
          File No. 333-00920)

     4.5  Form of Nonqualified  Stock Option  Agreement for options granted from
          and after June 24, 1997  (incorporated  by reference to Exhibit 4.5 to
          Post-Effective  Amendment No. 1 to Registration Statement on Form S-8,
          File No. 333-00920)

     4.6  Specimen of Common  Stock  Certificate  (incorporated  by reference to
          Exhibit 4.1 to Registrant's  Registration  Statement on Form S-1, File
          No. 33-95878)

     4.7  Registrant's  Restated  Certificate of Incorporation  (incorporated by
          reference  to Exhibit 3.1 to  Registrant's  Registration  Statement on
          Form S-1, File No. 33-95878)

     4.8  Registrant's Restated Bylaws (incorporated by reference to Exhibit 3.2
          to  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
          September 29, 1997)

     5    Opinion  of Irell & Manella  LLP as to the  legality  of the shares of
          Common Stock being registered

     23.1 Written Consent of KPMG Peat Marwick LLP

     23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

Item 9.  Undertakings.

        (a)    The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                                       4
(i)  to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)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;

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated by reference in this  Registration
          Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post- effective amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act that is incorporated by reference in
          this  Registration  Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  Registrant  pursuant to the  foregoing  provisions  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Securities and Exchange  Commission,  such  indemnification is against
          public policy as expressed in the  Securities  Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question of whether such indemnification
          by it is against  public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

          Pursuant to the  requirements  of the  Securities  Act, the Registrant
     certifies  that it has  reasonable  grounds to believe that it meets all of
     the  requirements  for  filing  on Form  S-8,  and  has  duly  caused  this
     Registration  Statement  to be  signed on its  behalf  by the  undersigned,
     thereunto duly  authorized,  in the City of Austin,  State of Texas, on May
     28, 1998.

                             ROSS TECHNOLOGY, INC.,
                             a Delaware corporation

                           By: /s/Jack W.  Simpson, Sr.          
                           ----------------------------------
                              Jack W. Simpson, Sr.
                              President & Chief Executive Officer

                                       6
Pursuant to the  requirements of the Securities Act, this Amendment to
     Registration  Statement  has been  signed by the  following  persons in the
     capacities and on the date indicated.

Signature                         Title                                 Date
---------                        -------                               ------

/s/ Jack W.  Simpson, Sr.         Director, President               May 28, 1998
--------------------------         and Chief Executive Officer
Jack W. Simpson, Sr.               

/s/ Francis S. (Kit) Webster III  Chief Financial Officer           May 28, 1998
--------------------------         and Secretary
Francis S. (Kit) Webster III       

/s/ Carter L.  Godwin             Chief Accounting Officer          May 28, 1998
--------------------------         and Corporate Controller
Carter L. Godwin                   

/s/ Ryusuke Hoshikawa             Director                          May 28, 1998
--------------------------        
Ryusuke Hoshikawa

/s/ Fred T. May                   Director                          May 28, 1998
--------------------------        
Fred T. May

/s/ Masahiro Saida                Director                          May 28, 1998
--------------------------        
Masahiro Saida

/s/ Yasushi Tajiri                Director                          May 28, 1998
--------------------------        
Yasushi Tajiri

/s/ Edward F/ Thompson            Director                          May 28, 1998
--------------------------        
Edward F. Thompson

/s/ Seiichi Yoshikawa             Director                          May 28, 1998
--------------------------        
Seiichi Yoshikawa                 

                                       7
EXHIBIT INDEX
                                  -------------

 Exhibit
 Number                      Description                                    
 --------                   --------------

    4.1  Stock Option and Restricted Stock Purchase Plan 3.0 (incorporated
         by reference to  Registrant's  definitive  Proxy  Statement dated
         July 18, 1997 for its 1997 Annual Meeting of Stockholders)

    4.2  Form of Incentive  Stock  Option  Agreement  for options  granted
         during  and  after   September   1995   through   June  24,  1997
         (incorporated  by  reference  to  Exhibit  10.25 to  Registrant's
         Registration Statement on Form S-1, File No. 33-95878)

    4.3  Form of Nonqualified  Stock Option  Agreement for options granted
         during  and  after   September   1995   through   June  24,  1997
         (incorporated  by  reference  to  Exhibit  10.26 to  Registrant's
         Registration Statement on Form S-1, File No. 33-95878)

    4.4  Form of Incentive Stock Option Agreement for options granted from
         and after June 24, 1997 (incorporated by reference to Exhibit 4.4
         to  Post-Effective  Amendment No. 1 to Registration  Statement on
         Form S-8, File No. 333-00920)

    4.5  Form of Nonqualified  Stock Option  Agreement for options granted
         from and  after  June 24,  1997  (incorporated  by  reference  to
         Exhibit 4.5 to  Post-Effective  Amendment  No. 1 to  Registration
         Statement on Form S-8, File No. 333-00920)

    4.6  Specimen of Common Stock  Certificate  (incorporated by reference
         to Exhibit 4.1 to  Registrant's  Registration  Statement  on Form
         S-1, File No. 33-95878)

    4.7  Registrant's Restated Certificate of Incorporation  (incorporated
         by  reference  to  Exhibit  3.1  to   Registrant's   Registration
         Statement on Form S-1, File No. 33-95878)

    4.8  Registrant's   Restated  Bylaws  (incorporated  by  reference  to
         Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
         quarter ended September 29, 1997)

    5    Opinion of Irell & Manella  LLP as to the  legality of the shares
         of Common Stock being registered

    23.1 Written Consent of KPMG Peat Marwick LLP

    23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

                                      -i-