As filed with the Securities and Exchange Commission on September 25, 2002
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             MIPS TECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                                   77-0322161
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

                              1225 Charleston Road
                          Mountain View, CA 94043-1353
                    (Address of principal executive offices)

                            -----------------------------
        MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended
        MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended
                           (Full titles of the plans)
                            -----------------------------
                                John E. Bourgoin
                      Chief Executive Officer and President
                             MIPS TECHNOLOGIES, INC.
                              1225 Charleston Road
                          Mountain View, CA 94043-1353
                     (Name and address of agent for service)
                            -----------------------------

                                 (650) 567-5000
          (Telephone number, including area code, of agent for service)


================================================================================
                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                                Proposed Maximum     Proposed Maximum
Title of Securities to be     Amount to be       Offering Price         Aggregate            Amount of
     Registered               Registered(1)       Per Share(2)        Offering Price     Registration Fee
<S>                            <C>                   <C>               <C>                  <C>
Class A Common Stock,
$0.001 par value               1,764,493             $1.42             $2,505,580.06        $230.51
</TABLE>

(1)  Represents 1,568,439 shares of Class A Common Stock to be issued under the
     1998 Long-Term Incentive Plan, as amended, and 196,054 shares of Class A
     Common Stock to be issued under the Employee Stock Purchase Plan, as
     amended.

(2)  The price shown is the average of the bid and asked price of the Class A
     Common Stock reported on the Nasdaq National Market on September 24, 2002,
     in accordance  with Rule 457(c) of the  Securities  Act of 1933, as amended
     (the  "Securities  Act"),  and is being  used  solely  for the  purpose  of
     calculating the registration fee.

<PAGE>


================================================================================
                              STATEMENT PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8

                  The contents of the Registrant's Registration Statements on
Form S-8 (Reg. Numbers 333-65693, 333-95339, 333-44526 and 333-66028), as filed
with the Securities and Exchange Commission (the "Commission") on October 15,
1998, January 25, 2000, August 25, 2000 and July 27, 2001, respectively, are
incorporated by reference herein.




                                       2


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         Item 8.  Exhibits

                  See Exhibit Index.


                                       3

<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 Mountain View, California, on September 25, 2002.


                                       MIPS TECHNOLOGIES, INC.


                                       By:  /s/ John E. Bourgoin
                                          -------------------------------------
                                            John E. Bourgoin
                                            President, Chief Executive Officer
                                            and Director



<PAGE>



                        SIGNATURES and POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. In addition, each person whose signature appears below
constitutes and appoints John E. Bourgoin and Kevin C. Eichler, each alone to
act as his true and lawful attorney-in-fact and agent, each with the full power
of substitution, for him and in his name in any and all capacities, to sign any
or all amendments, including pre-effective and post-effective amendments, and
supplements to this Registration Statement on Form S-8 relating to the
Registrant's 1998 Long-Term Incentive Plan and Employee Stock Purchase Plan, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>

        Signature                                       Title                          Date
----------------------------------   ----------------------------------------     ---------------
<S>                                  <C>                                          <C>

/s/  John F. Bourgoin
----------------------------------   Chairman of the Board, President,
  John E. Bourgoin                   Chief Executive Officer, and
                                     Director (Principal Executive Officer)       September 25, 2002

/s/  Kevin C. Eichler
----------------------------------   Vice President and Chief Financial
  Kevin C. Eichler                   Officer (Principal Financial
                                     and Accounting Officer)                      September 25, 2002

/s/  Kenneth L. Coleman
----------------------------------   Director                                     September 25, 2002
 Kenneth L. Coleman


/s/  Fred M. Gibbons
----------------------------------   Director                                     September 25, 2002
 Fred M. Gibbons


/s/  Anthony B. Holbrook
----------------------------------   Director                                     September 25, 2002
 Anthony B. Holbrook


/s/  Benjamin A. Horowitz
----------------------------------    Director                                    September 25, 2002
 Benjamin A. Horowitz


/s/  William M. Kelly
----------------------------------   Director                                     September 25, 2002
 William M. Kelly

</TABLE>


<PAGE>




                                  EXHIBIT INDEX

     Item 8. Exhibits

         The following exhibits are filed as part of this Registration
Statement:

         4.1* MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended.

         4.2* MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended.

         5.1 Opinion of Shearman & Sterling as to the validity of the shares
         being registered pursuant to this Registration Statement.

         23.1 Consent of Ernst & Young LLP, independent auditors of the
         Registrant.

         23.2 Consent of Shearman & Sterling (contained in Exhibit 5.1).

         24.1 Power of Attorney (included on signature page).


________________________

*    Incorporated by reference to the exhibits filed with the Registrant's
     definitive proxy statement filed with the Commission on September 22, 1999.
[{"type": "S-8", "sequence": "1", "filename": "s8_081602.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8537}]
{"company-data": {"conformed-name": "MIPS TECHNOLOGIES INC", "cik": "0001059786", "assigned-sic": "3674", "irs-number": "770322161", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100092", "film-number": "02772263"}, "business-address": {"street1": "1225 CHARLESTON ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-1353", "phone": "6505675000"}, "mail-address": {"street1": "1225 CHARLESTON ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-1353"}}
As filed with the Securities and Exchange Commission on September 25, 2002
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             MIPS TECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                                   77-0322161
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

                              1225 Charleston Road
                          Mountain View, CA 94043-1353
                    (Address of principal executive offices)

                            -----------------------------
        MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended
        MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended
                           (Full titles of the plans)
                            -----------------------------
                                John E. Bourgoin
                      Chief Executive Officer and President
                             MIPS TECHNOLOGIES, INC.
                              1225 Charleston Road
                          Mountain View, CA 94043-1353
                     (Name and address of agent for service)
                            -----------------------------

                                 (650) 567-5000
          (Telephone number, including area code, of agent for service)

================================================================================
                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed Maximum     Proposed Maximum
Title of Securities to be     Amount to be       Offering Price         Aggregate            Amount of
     Registered               Registered(1)       Per Share(2)        Offering Price     Registration Fee
Class A Common Stock,
$0.001 par value               1,764,493             $1.42             $2,505,580.06        $230.51
(1)  Represents 1,568,439 shares of Class A Common Stock to be issued under the
     1998 Long-Term Incentive Plan, as amended, and 196,054 shares of Class A
     Common Stock to be issued under the Employee Stock Purchase Plan, as
     amended.

(2)  The price shown is the average of the bid and asked price of the Class A
     Common Stock reported on the Nasdaq National Market on September 24, 2002,
     in accordance  with Rule 457(c) of the  Securities  Act of 1933, as amended
     (the  "Securities  Act"),  and is being  used  solely  for the  purpose  of
     calculating the registration fee.
================================================================================
                              STATEMENT PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8

                  The contents of the Registrant's Registration Statements on
Form S-8 (Reg. Numbers 333-65693, 333-95339, 333-44526 and 333-66028), as filed
with the Securities and Exchange Commission (the "Commission") on October 15,
1998, January 25, 2000, August 25, 2000 and July 27, 2001, respectively, are
incorporated by reference herein.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 8.  Exhibits

                  See Exhibit Index.

                                       3
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 Mountain View, California, on September 25, 2002.

                                       MIPS TECHNOLOGIES, INC.

                                       By:  /s/ John E. Bourgoin
                                          -------------------------------------
                                            John E. Bourgoin
                                            President, Chief Executive Officer
                                            and Director
SIGNATURES and POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. In addition, each person whose signature appears below
constitutes and appoints John E. Bourgoin and Kevin C. Eichler, each alone to
act as his true and lawful attorney-in-fact and agent, each with the full power
of substitution, for him and in his name in any and all capacities, to sign any
or all amendments, including pre-effective and post-effective amendments, and
supplements to this Registration Statement on Form S-8 relating to the
Registrant's 1998 Long-Term Incentive Plan and Employee Stock Purchase Plan, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Signature                                       Title                          Date
----------------------------------   ----------------------------------------     ---------------
/s/  John F. Bourgoin
----------------------------------   Chairman of the Board, President,
  John E. Bourgoin                   Chief Executive Officer, and
                                     Director (Principal Executive Officer)       September 25, 2002

/s/  Kevin C. Eichler
----------------------------------   Vice President and Chief Financial
  Kevin C. Eichler                   Officer (Principal Financial
                                     and Accounting Officer)                      September 25, 2002

/s/  Kenneth L. Coleman
----------------------------------   Director                                     September 25, 2002
 Kenneth L. Coleman

/s/  Fred M. Gibbons
----------------------------------   Director                                     September 25, 2002
 Fred M. Gibbons

/s/  Anthony B. Holbrook
----------------------------------   Director                                     September 25, 2002
 Anthony B. Holbrook

/s/  Benjamin A. Horowitz
----------------------------------    Director                                    September 25, 2002
 Benjamin A. Horowitz

/s/  William M. Kelly
----------------------------------   Director                                     September 25, 2002
 William M. Kelly
EXHIBIT INDEX

     Item 8. Exhibits

         The following exhibits are filed as part of this Registration
Statement:

         4.1* MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended.

         4.2* MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended.

         5.1 Opinion of Shearman & Sterling as to the validity of the shares
         being registered pursuant to this Registration Statement.

         23.1 Consent of Ernst & Young LLP, independent auditors of the
         Registrant.

         23.2 Consent of Shearman & Sterling (contained in Exhibit 5.1).

         24.1 Power of Attorney (included on signature page).

________________________

*    Incorporated by reference to the exhibits filed with the Registrant's
     definitive proxy statement filed with the Commission on September 22, 1999.