As filed with the Securities and Exchange Commission on October 4, 1996

                                               Registration No. 333-____________

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                
                                ----------------

                       ALLIANCE SEMICONDUCTOR CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                              77-0057842
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)
   

                             3099 North First Street
                               San Jose, CA 95134
                    (Address of principal executive offices)
                             
                            -----------------------

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                N. Damodar Reddy
          Chairman of the Board, President and Chief Executive Officer
                       Alliance Semiconductor Corporation
                             3099 North First Street
                               San Jose, CA 95134
                                 (408) 383-4900
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                              Donald M. Keller, Jr.
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                              Menlo Park, CA 94025
                                 (415) 854-4488

                               Page 1 of 29 Pages
                         Exhibit Index Located on Page 9
               (Calculation of Registration Fee on Following Page)

                                       

<PAGE>

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

<TABLE>

<CAPTION>
                                                               Proposed Maximum       Proposed Maximum       Amount of
  Title of Securities to be Registered      Amount to be      Offering Price Per     Aggregate Offering     Registration
                                             Registered              Share                  Price               Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                   <C>                    <C>                  <C>   
1996 Employee Stock Purchase Plan
Common Stock,
$.01 par value..........................     750,000 Shares        $6.32(1)               $4,743,100           $1,437

<FN>

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

(1)  Estimated in  accordance  with Rule 457(h) and 457(c) under the  Securities
     Act of 1933, as amended (the "Securities  Act"),  solely for the purpose of
     calculating the registration  fee. The computation with respect to unissued
     shares  under  the 1996  Employee  Stock  Purchase  Plan is based  upon the
     average of the high and low sale prices of the Common  Stock as reported on
     The Nasdaq National Market on October 1, 1996,  multiplied by 85%, which is
     the  percentage  of the trading price  applicable  to purchases  under such
     Plan.

                                       2
</FN>
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a) The  Registrant's  latest Annual Report on Form 10-K filed pursuant
to  Section  13(a) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange   Act"),   which  contains  audited   financial   statements  for  the
Registrant's latest fiscal year for which such statements have been filed;

         (b) The  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended June 30, 1996 filed pursuant to Section 13(a) of the Exchange Act;

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.

         All documents  (but  excluding any portions of such  documents that the
Company  has  deemed as not filed  under the  Securities  Act or  Exchange  Act)
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference (but excluding any portions of such documents that the
Company has designated as not filed under the Securities Act or Exchange Act) in
this  Registration  Statement and to be part hereof from the date of filing such
documents.

Item 4.           Description of Securities.  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Certain legal matters with respect to the shares will be passed upon by
Venture Law Group, A Professional Corporation, Menlo Park, California.

Item 6.           Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under  the  Securities  Act.  Article  VII of the  Company's
Certificate  of  Incorporation  limits the  liability of directors  for monetary
damages  arising  from  breach of their  fiduciary  duty to the  fullest  extent
permissible under Delaware law.

                                      II-1

<PAGE>


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

Item 7.           Exemption from Registration Claimed.  Not applicable.


Item 8.           Exhibits.

                      Exhibit
                       Number

                         4.1(1)  Registrant's Certificate of Incorporation.

                         4.2(1)  Registrant's Certificate of Elimination of
                                 Series A Preferred Stock.

                         4.3(2)  Registrant's Certificate of Amendment of
                                 Certificate of Incorporation.

                         4.4     1996 Employee Stock Purchase Plan and related
                                 agreements.

                         5.1     Opinion of Venture Law Group, A Professional
                                 Corporation.

                         23.1    Consent of Price Waterhouse LLP, independent
                                 accountants (see page II-5).

                         23.2    Consent of Venture Law Group, A Professional
                                 Corporation (included in
                                 Exhibit 5.1).

                         24.1    Powers of Attorney (see page II-4).


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

(1)  Incorporated by reference from Registrant's  Registration Statement on Form
     SB-2,  as  amended  (File  No.  33-69956-LA),  declared  effective  by  the
     Commission on November 30, 1993.
(2)  Incorporated by reference from Registrant's  Registration Statement on Form
     S-8 (File No.  33-747830)  filed by the  Registrant  with the Commission on
     October 20, 1995.

                                      II-2

<PAGE>


Item 9.           Undertakings.

         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 purposes 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.

         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.

         Insofar  as the  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,  the Registrant has been
advised that in the opinion of the 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 a
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  question has already 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.

                                      II-3
<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 San Jose,  State of  California,  on this 3rd day of
October, 1996.

                                             ALLIANCE SEMICONDUCTOR CORPORATION

                                             By:   /S/ N. DAMODAR REDDY
                                             -----------------------------------
                                                  N. Damodar Reddy
                                                  Chairman of the Board,
                                                  Chief Executive Officer and
                                                  President

                                POWER OF ATTORNEY

         Each person whose signature  appears below  constitutes and appoints N.
Damodar Reddy and C.N. Reddy, and each of them, as attorneys-in-fact,  each with
the  power  of  substitution,  for him in any and all  capacities,  to sign  any
amendment to this  Registration  Statement  and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, granting to said attorneys-in-fact,  and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  or any of them,  or their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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


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

/s/ N. DAMODAR REDDY     Chairman of the Board, Chief         October 3, 1996
---------------------    Executive Officer, President
N. Damodar Reddy         and Director(Principal Executive
                         Officer and Principal Financial
                         and Accounting Officer)

/s/ SANFORD L. KANE      Director                             October 3, 1996
---------------------
Sanford L. Kane

/s/ JON B.MINNIS         Director                             October 3, 1996
---------------------
Jon B. Minnis

/s/ C.N. REDDY           Director                             October 3, 1996
---------------------
C.N. Reddy

                                      II-4


<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement on Form S-8 of our report  dated April 12,  1996,  which
appears on page 37 of Alliance Semiconductor Corporation's Annual Report on Form
10-K for the year ended March 30, 1996.


PRICE WATERHOUSE LLP


San Jose, California
October 2, 1996


                                      II-5

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                       ALLIANCE SEMICONDUCTOR CORPORATION




                                      II-6


<PAGE>


                                INDEX TO EXHIBITS


Exhibit                                                                
Number                                                                 
                                                                       

                                                                       

 4.1(1) Registrant's Certificate of Incorporation.                     

                                                                       

 4.2(1) Registrant's Certificate of Elimination of                     
        Series A Preferred Stock.
                                                                       

 4.3(2) Registrant's Certificate of Amendment of                       
        Certificate of Incorporation.
                                                                       

 4.4    1996 Employee Stock Purchase Plan and related agreements.      

                                                                       

 5.1    Opinion of Venture Law Group, A Professional Corporation.      

                                                                       

23.1    Consent of Price Waterhouse, independent accountants           
        (see page II-5).

                                                                       

23.2    Consent of Venture Law Group, A Professional Corporation       
        (included in Exhibit 5.1).
                                                                       

24.1    Powers of Attorney (see page II-4)                             
                                                                       

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

(1)  Incorporated by reference from Registrant's  Registration Statement on Form
     SR-2,  as  amended  (File  No.  33-69956-LA),  declared  effective  by  the
     Commission on November 30, 1993.
(2)  Incorporated by reference from Registrant's  Registration Statement on Form
     S-8 (File No.  33-747830)  filed by the  Registrant  with the Commission on
     October 20, 1995.

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18922}]
{"company-data": {"conformed-name": "ALLIANCE SEMICONDUCTOR CORP/DE/", "cik": "0000913293", "assigned-sic": "3674", "irs-number": "770057842", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13461", "film-number": "96639500"}, "business-address": {"street1": "3099 N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95134-2008", "phone": "4083834900"}}
As filed with the Securities and Exchange Commission on October 4, 1996

                                               Registration No. 333-____________

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                
                                ----------------

                       ALLIANCE SEMICONDUCTOR CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                              77-0057842
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)
   

                             3099 North First Street
                               San Jose, CA 95134
                    (Address of principal executive offices)
                             
                            -----------------------

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                N. Damodar Reddy
          Chairman of the Board, President and Chief Executive Officer
                       Alliance Semiconductor Corporation
                             3099 North First Street
                               San Jose, CA 95134
                                 (408) 383-4900
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                              Donald M. Keller, Jr.
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                              Menlo Park, CA 94025
                                 (415) 854-4488

                               Page 1 of 29 Pages
                         Exhibit Index Located on Page 9
               (Calculation of Registration Fee on Following Page)
================================================================================
                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum       Proposed Maximum       Amount of
  Title of Securities to be Registered      Amount to be      Offering Price Per     Aggregate Offering     Registration
                                             Registered              Share                  Price               Fee
--------------------------------------------------------------------------------------------------------------------------
1996 Employee Stock Purchase Plan
Common Stock,
$.01 par value..........................     750,000 Shares        $6.32(1)               $4,743,100           $1,437
-----------------------

(1)  Estimated in  accordance  with Rule 457(h) and 457(c) under the  Securities
     Act of 1933, as amended (the "Securities  Act"),  solely for the purpose of
     calculating the registration  fee. The computation with respect to unissued
     shares  under  the 1996  Employee  Stock  Purchase  Plan is based  upon the
     average of the high and low sale prices of the Common  Stock as reported on
     The Nasdaq National Market on October 1, 1996,  multiplied by 85%, which is
     the  percentage  of the trading price  applicable  to purchases  under such
     Plan.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a) The  Registrant's  latest Annual Report on Form 10-K filed pursuant
to  Section  13(a) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange   Act"),   which  contains  audited   financial   statements  for  the
Registrant's latest fiscal year for which such statements have been filed;

         (b) The  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended June 30, 1996 filed pursuant to Section 13(a) of the Exchange Act;

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.

         All documents  (but  excluding any portions of such  documents that the
Company  has  deemed as not filed  under the  Securities  Act or  Exchange  Act)
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference (but excluding any portions of such documents that the
Company has designated as not filed under the Securities Act or Exchange Act) in
this  Registration  Statement and to be part hereof from the date of filing such
documents.

Item 4.           Description of Securities.  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Certain legal matters with respect to the shares will be passed upon by
Venture Law Group, A Professional Corporation, Menlo Park, California.

Item 6.           Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under  the  Securities  Act.  Article  VII of the  Company's
Certificate  of  Incorporation  limits the  liability of directors  for monetary
damages  arising  from  breach of their  fiduciary  duty to the  fullest  extent
permissible under Delaware law.

                                      II-1
The  Company's  Bylaws  provide that the Company  shall  indemnify  its
directors  and  officers  to the  fullest  extent  permitted  by  Delaware  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under Delaware law. The Company has entered into indemnification agreements with
its  directors  and certain  officers  containing  provisions  which are in some
respects broader than the specific  indemnification  provisions contained in the
Delaware General Corporation Law. The indemnification agreements may require the
Company,  among other things,  to indemnify  its directors and certain  officers
against certain  liabilities that may arise by reason of their status or service
as officers or directors (other than liabilities arising from willful misconduct
of a culpable  nature),  to advance their  expenses  incurred as a result of any
proceeding  against  them as to which they could be  indemnified,  and to obtain
directors and officers'  liability  insurance if available on reasonable  terms.
The Registrant  has also obtained  directors and officers'  liability  insurance
covering,  subject  to certain  exceptions,  actions  taken by the  Registrant's
directors and officers in their capacities as such.

Item 7.           Exemption from Registration Claimed.  Not applicable.

Item 8.           Exhibits.

                      Exhibit
                       Number

                         4.1(1)  Registrant's Certificate of Incorporation.

                         4.2(1)  Registrant's Certificate of Elimination of
                                 Series A Preferred Stock.

                         4.3(2)  Registrant's Certificate of Amendment of
                                 Certificate of Incorporation.

                         4.4     1996 Employee Stock Purchase Plan and related
                                 agreements.

                         5.1     Opinion of Venture Law Group, A Professional
                                 Corporation.

                         23.1    Consent of Price Waterhouse LLP, independent
                                 accountants (see page II-5).

                         23.2    Consent of Venture Law Group, A Professional
                                 Corporation (included in
                                 Exhibit 5.1).

                         24.1    Powers of Attorney (see page II-4).

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

(1)  Incorporated by reference from Registrant's  Registration Statement on Form
     SB-2,  as  amended  (File  No.  33-69956-LA),  declared  effective  by  the
     Commission on November 30, 1993.
(2)  Incorporated by reference from Registrant's  Registration Statement on Form
     S-8 (File No.  33-747830)  filed by the  Registrant  with the Commission on
     October 20, 1995.

                                      II-2
Item 9.           Undertakings.

         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 purposes 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.

         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.

         Insofar  as the  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,  the Registrant has been
advised that in the opinion of the 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 a
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  question has already 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.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Jose,  State of  California,  on this 3rd day of
October, 1996.

                                             ALLIANCE SEMICONDUCTOR CORPORATION

                                             By:   /S/ N. DAMODAR REDDY
                                             -----------------------------------
                                                  N. Damodar Reddy
                                                  Chairman of the Board,
                                                  Chief Executive Officer and
                                                  President

                                POWER OF ATTORNEY

         Each person whose signature  appears below  constitutes and appoints N.
Damodar Reddy and C.N. Reddy, and each of them, as attorneys-in-fact,  each with
the  power  of  substitution,  for him in any and all  capacities,  to sign  any
amendment to this  Registration  Statement  and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, granting to said attorneys-in-fact,  and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  or any of them,  or their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

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

/s/ N. DAMODAR REDDY     Chairman of the Board, Chief         October 3, 1996
---------------------    Executive Officer, President
N. Damodar Reddy         and Director(Principal Executive
                         Officer and Principal Financial
                         and Accounting Officer)

/s/ SANFORD L. KANE      Director                             October 3, 1996
---------------------
Sanford L. Kane

/s/ JON B.MINNIS         Director                             October 3, 1996
---------------------
Jon B. Minnis

/s/ C.N. REDDY           Director                             October 3, 1996
---------------------
C.N. Reddy

                                      II-4
CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement on Form S-8 of our report  dated April 12,  1996,  which
appears on page 37 of Alliance Semiconductor Corporation's Annual Report on Form
10-K for the year ended March 30, 1996.

PRICE WATERHOUSE LLP

San Jose, California
October 2, 1996

                                      II-5
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    EXHIBITS

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                       Registration Statement on Form S-8

                       ALLIANCE SEMICONDUCTOR CORPORATION

                                      II-6
INDEX TO EXHIBITS

Exhibit                                                                
Number                                                                 
                                                                       

                                                                       

 4.1(1) Registrant's Certificate of Incorporation.                     

                                                                       

 4.2(1) Registrant's Certificate of Elimination of                     
        Series A Preferred Stock.
                                                                       

 4.3(2) Registrant's Certificate of Amendment of                       
        Certificate of Incorporation.
                                                                       

 4.4    1996 Employee Stock Purchase Plan and related agreements.      

                                                                       

 5.1    Opinion of Venture Law Group, A Professional Corporation.      

                                                                       

23.1    Consent of Price Waterhouse, independent accountants           
        (see page II-5).

                                                                       

23.2    Consent of Venture Law Group, A Professional Corporation       
        (included in Exhibit 5.1).
                                                                       

24.1    Powers of Attorney (see page II-4)                             
                                                                       

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

(1)  Incorporated by reference from Registrant's  Registration Statement on Form
     SR-2,  as  amended  (File  No.  33-69956-LA),  declared  effective  by  the
     Commission on November 30, 1993.
(2)  Incorporated by reference from Registrant's  Registration Statement on Form
     S-8 (File No.  33-747830)  filed by the  Registrant  with the Commission on
     October 20, 1995.

                                      II-7