As filed with the Securities and Exchange Commission on August 14, 1998
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                               SIGMA DESIGNS, INC.
             (Exact Name of Registrant as specified in its charter)

          California                                    94-2848099
   (State of Incorporation)                          (I.R.S. Employer
                                                   Identification Number)

                              46501 Landing Parkway
                                Fremont, CA 94538
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                  1984 Employee Stock Purchase Plan, As Amended
                            (Full Title of the Plan)

                                  Thinh Q. Tran
                      President and Chief Executive Officer
                               SIGMA DESIGNS, INC.
                              46501 Landing Parkway
                                Fremont, CA 94538
                                 (510) 770-0100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   COPIES TO:
                               Dave J. Segre, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 493-9300

================================================================================

<PAGE>


<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                Proposed            Proposed
                Title of                       Amount           Maximum             Maximum            Amount of
              Securities to                    To Be         Offering Price        Aggregate          Registration
              Be Registered                  Registered        Per Share         Offering Price         Fee (1)
---------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>               <C>                    <C>
Common Stock, no par value

Issuable under: 
1984 Employee Stock Purchase 
Plan, As Amended                              100,000           $1.94             $194,000.00            $57.25   
=====================================================================================================================
<FN>
(1)      Estimated solely for the purpose of calculating the amount of the registration  fee, pursuant to Rule 457(c),
         on the basis of the  average of the high and low prices  reported  in the Nasdaq  National  Market  System on
         August 12, 1998, which average was $1.94.
</FN>
</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.                    Information Incorporated by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission"):

         1.       The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Registration  Statement  on Form 8-A  dated
                  November  3,  1986  filed  pursuant  to  Section  12(g) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"),  and the description of the  Registrant's  Common Share
                  Purchase  Rights  contained in the  Registrants'  Registration
                  Statement on Form 8-A dated September 25, 1989, filed pursuant
                  to Section 12(g) of the Exchange Act,  including any amendment
                  or report filed for the purpose of updating such descriptions.

         2.       Registration  Statement on Form S-8 filed with the  Commission
                  on May 17, 1996.

         3.       The Registrant's Annual Report on Form 10-K for the year ended
                  January  31,  1998  filed  pursuant  to  Section  13(a) of the
                  Exchange Act.

         4.       The Registrant's  Quarterly Report on Forms 10-Q and 10-QA for
                  the quarter ended April 30, 1998, filed pursuant to Section 13
                  of the Exchange Act.

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


Item 4.                    Description of Securities.

         Not applicable.


Item 5.                    Interests of Named Experts and Counsel.

         Not applicable.


                                      II-1

<PAGE>



Item 6.                    Indemnification of Directors and Officers.

         Section  317  of  the  California  Corporations  Code  allows  for  the
indemnification  of officers,  directors,  and other  corporate  agents in terms
sufficiently  broad to indemnify  such persons under certain  circumstances  for
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities  Act of 1933, as amended (the  "Securities  Act").  Article IV of the
Registrant's Articles of Incorporation and Article VI of the Registrant's Bylaws
provide for indemnification of the Registrant's directors,  officers,  employees
and other  agents to the extent  and under the  circumstances  permitted  by the
California  Corporations  Code. The Registrant has also entered into  agreements
with its officers and directors  which may require the  Registrant,  among other
things,  to indemnify such officers and directors  against  certain  liabilities
that may arise by reason of their  status or service as  directors  or  officers
(other than liabilities  arising from any acts or omissions or transactions from
which a director may not be relieved of liability  under the California  General
Corporation  Law),  to  advance  their  expenses  incurred  as a  result  of any
proceeding  against  them as to which they could be  indemnified,  and to obtain
directors'  and  officers'  insurance  if  available on  reasonable  terms.  The
Registrant  has obtained  directors'  and officers'  insurance  pursuant to said
agreements.

Item 7.                    Exemption from Registration Claimed.

         Not applicable.



                                      II-2

<PAGE>



Item 8.            Exhibits.

 Number             Document
--------  --------------------------------------

  4.1     Employee Stock Purchase Plan, as amended.

  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 23.1     Independent Auditors' Consent.

 23.2     Consent of Counsel (contained in Exhibit 5.1).

 24.1     Power of Attorney (See page II-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 to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  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
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


                                      II-3

<PAGE>

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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                      II-4

<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 Fremont, State of California, on August 10, 1998.


                                SIGMA DESIGNS, INC.

                                By:      /s/Thihn Q. Tran
                                         ---------------------------------------
                                         Thinh Q. Tran
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Thinh Q. Tran and Kit Tsui 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  attorney-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
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.

<CAPTION>
                  SIGNATURE                         TITLE                                  DATE
---------------------------------  -------------------------------------------  ----------------------
<S>                                    <C>                                            <C>
/s/ Thinh Q. Tran                      Chairman of the Board, President               August 10, 1998
---------------------------            and Chief Executive Officer and
Thinh Q. Tran                          Director (Principal Executive
                                       Officer)
                                 
/s/ Kit Tsui                           Director of Finance, Chief Financial           August 10, 1998
---------------------------            Officer and Secretary (Principal
Kit Tsui                               Accounting Officer)
                                       
/s/ William J. Almon                                                                  August 13, 1998
--------------------------             Director
William J. Almon


/s/ William Wang                       Director                                       August 12, 1998
-------------------------- 
William Wang
</TABLE>



                                      II-5

<PAGE>


<TABLE>
                                INDEX TO EXHIBITS


<CAPTION>
                                                                                   Sequentially    
     Exhibit                                                                          Numbered
     Number                    Description                                             Page
---------------  -------------------------------------------------------------  ----------------
<S>               <C>                                                           <C>
     4.1          Employee Stock Purchase Plan, as amended.

     5.1          Opinion of Wilson Sonsini Goodrich  & Rosati, Professional
                  Corporation.

    23.1          Independent Auditors' Consent.

    23.2          Consent of Counsel (contained in Exhibit 5.1).

    24.1          Power of Attorney (See page II-5).

---------------------
</TABLE>


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15110}]
{"company-data": {"conformed-name": "SIGMA DESIGNS INC", "cik": "0000790715", "assigned-sic": "3577", "irs-number": "952848099", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61549", "film-number": "98691242"}, "business-address": {"street1": "46501 LANDING PKWY", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5107700100"}, "mail-address": {"street1": "46501 LANDING PKWY", "street2": "46501 LANDING PKWY", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on August 14, 1998
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               SIGMA DESIGNS, INC.
             (Exact Name of Registrant as specified in its charter)

          California                                    94-2848099
   (State of Incorporation)                          (I.R.S. Employer
                                                   Identification Number)

                              46501 Landing Parkway
                                Fremont, CA 94538
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                  1984 Employee Stock Purchase Plan, As Amended
                            (Full Title of the Plan)

                                  Thinh Q. Tran
                      President and Chief Executive Officer
                               SIGMA DESIGNS, INC.
                              46501 Landing Parkway
                                Fremont, CA 94538
                                 (510) 770-0100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                               Dave J. Segre, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 493-9300

================================================================================
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                Proposed            Proposed
                Title of                       Amount           Maximum             Maximum            Amount of
              Securities to                    To Be         Offering Price        Aggregate          Registration
              Be Registered                  Registered        Per Share         Offering Price         Fee (1)
---------------------------------------------------------------------------------------------------------------------
Common Stock, no par value

Issuable under: 
1984 Employee Stock Purchase 
Plan, As Amended                              100,000           $1.94             $194,000.00            $57.25   
=====================================================================================================================
(1)      Estimated solely for the purpose of calculating the amount of the registration  fee, pursuant to Rule 457(c),
         on the basis of the  average of the high and low prices  reported  in the Nasdaq  National  Market  System on
         August 12, 1998, which average was $1.94.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                    Information Incorporated by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission"):

         1.       The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Registration  Statement  on Form 8-A  dated
                  November  3,  1986  filed  pursuant  to  Section  12(g) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"),  and the description of the  Registrant's  Common Share
                  Purchase  Rights  contained in the  Registrants'  Registration
                  Statement on Form 8-A dated September 25, 1989, filed pursuant
                  to Section 12(g) of the Exchange Act,  including any amendment
                  or report filed for the purpose of updating such descriptions.

         2.       Registration  Statement on Form S-8 filed with the  Commission
                  on May 17, 1996.

         3.       The Registrant's Annual Report on Form 10-K for the year ended
                  January  31,  1998  filed  pursuant  to  Section  13(a) of the
                  Exchange Act.

         4.       The Registrant's  Quarterly Report on Forms 10-Q and 10-QA for
                  the quarter ended April 30, 1998, filed pursuant to Section 13
                  of the Exchange Act.

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

Item 4.                    Description of Securities.

         Not applicable.

Item 5.                    Interests of Named Experts and Counsel.

         Not applicable.

                                      II-1
Item 6.                    Indemnification of Directors and Officers.

         Section  317  of  the  California  Corporations  Code  allows  for  the
indemnification  of officers,  directors,  and other  corporate  agents in terms
sufficiently  broad to indemnify  such persons under certain  circumstances  for
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities  Act of 1933, as amended (the  "Securities  Act").  Article IV of the
Registrant's Articles of Incorporation and Article VI of the Registrant's Bylaws
provide for indemnification of the Registrant's directors,  officers,  employees
and other  agents to the extent  and under the  circumstances  permitted  by the
California  Corporations  Code. The Registrant has also entered into  agreements
with its officers and directors  which may require the  Registrant,  among other
things,  to indemnify such officers and directors  against  certain  liabilities
that may arise by reason of their  status or service as  directors  or  officers
(other than liabilities  arising from any acts or omissions or transactions from
which a director may not be relieved of liability  under the California  General
Corporation  Law),  to  advance  their  expenses  incurred  as a  result  of any
proceeding  against  them as to which they could be  indemnified,  and to obtain
directors'  and  officers'  insurance  if  available on  reasonable  terms.  The
Registrant  has obtained  directors'  and officers'  insurance  pursuant to said
agreements.

Item 7.                    Exemption from Registration Claimed.

         Not applicable.

                                      II-2
Item 8.            Exhibits.

 Number             Document
--------  --------------------------------------

  4.1     Employee Stock Purchase Plan, as amended.

  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 23.1     Independent Auditors' Consent.

 23.2     Consent of Counsel (contained in Exhibit 5.1).

 24.1     Power of Attorney (See page II-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 to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  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
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

                                      II-3
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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-4
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 Fremont, State of California, on August 10, 1998.

                                SIGMA DESIGNS, INC.

                                By:      /s/Thihn Q. Tran
                                         ---------------------------------------
                                         Thinh Q. Tran
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Thinh Q. Tran and Kit Tsui 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  attorney-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                         TITLE                                  DATE
---------------------------------  -------------------------------------------  ----------------------
/s/ Thinh Q. Tran                      Chairman of the Board, President               August 10, 1998
---------------------------            and Chief Executive Officer and
Thinh Q. Tran                          Director (Principal Executive
                                       Officer)
                                 
/s/ Kit Tsui                           Director of Finance, Chief Financial           August 10, 1998
---------------------------            Officer and Secretary (Principal
Kit Tsui                               Accounting Officer)
                                       
/s/ William J. Almon                                                                  August 13, 1998
--------------------------             Director
William J. Almon

/s/ William Wang                       Director                                       August 12, 1998
-------------------------- 
William Wang
II-5
INDEX TO EXHIBITS
Sequentially    
     Exhibit                                                                          Numbered
     Number                    Description                                             Page
---------------  -------------------------------------------------------------  ----------------
4.1          Employee Stock Purchase Plan, as amended.

     5.1          Opinion of Wilson Sonsini Goodrich  & Rosati, Professional
                  Corporation.

    23.1          Independent Auditors' Consent.

    23.2          Consent of Counsel (contained in Exhibit 5.1).

    24.1          Power of Attorney (See page II-5).

---------------------
II-6