<PAGE>



    As filed with the Securities and Exchange Commission on February 5, 1999.


                                                       Registration No. 333-____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 S3 INCORPORATED
             (Exact name of registrant as specified in its charter)


             Delaware                                      77-0204341


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

  2841 Mission College Boulevard
     Santa Clara, California                                  95054


  ------------------------------                 ------------------------------
       (Address of Principal                               (Zip Code)
        Executive Offices)

                       1989 STOCK PLAN OF S3 INCORPORATED
               --------------------------------------------------
                            (Full title of the plan)



                                                            Copy to:
           KENNETH F. POTASHNER                        JORGE A. DEL CALVO
   President and Chief Executive Officer                KAREN A. DEMPSEY
              S3 Incorporated                     Pillsbury Madison & Sutro LLP
      2841 Mission College Boulevard                      P.O. Box 7880
       Santa Clara, California 95054                 San Francisco, CA 94120
            (408) 588-8000                               (415) 983-1000
      ------------------------------             ------------------------------
       (Name, address and telephone
       number, including area code,
           of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

<CAPTION>

     Title of                      Amount                 Proposed Maximum              Proposed                    Amount of
   Securities To                    To Be                  Offering Price           Maximum Aggregate             Registration
   Be Registered                Registered(1)               per Share(2)            Offering Price(1)                  Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                          <C>                     <C>                         <C>

Common Stock                      6,180,776                    $8.0625                 $49,832,506                 $13,853.44

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

Rights to purchase
 Preferred Stock(3)                ______                        N/A                       N/A                         N/A

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

Total Registration
 Fee                                 N/A                         N/A                       N/A                     $13,853.44

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

<FN>

(1)        Calculated pursuant to General Instruction E on Form S-8.

(2)        Estimated solely for the purpose of calculating the registration fee
           on the basis of the average of the high and low prices as reported on
           the Nasdaq National Market on February 3, 1999.

(3)        Associated with the Common Stock are Rights to purchase Preferred
           Stock that will not be exercisable or evidenced separately from the
           Common Stock prior to the occurrence of certain events.

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

           The Registration Statement shall become effective upon filing in
           accordance with Rule 462 under the Securities Act of 1933, as
           amended.

------------------------------------------------------------------------------------------------------------------------------------
</FN>

</TABLE>

                                       -1-

<PAGE>



                        INFORMATION REQUIRED PURSUANT TO
                        --------------------------------
                        GENERAL INSTRUCTION E TO FORM S-8
                        ---------------------------------


GENERAL INSTRUCTION E INFORMATION

     This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

     The Registrant's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 18, 1998, File No. 333-48189, is
hereby incorporated by reference.


INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant (File No. 0-21126) with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

     (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

     (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1998; and

     (3) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed on January 21, 1993.

     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, 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 a part hereof from the date of filing of such documents.


EXHIBITS

Exhibit
-------
Number                                   Exhibit
------                                   -------


 5.1         Opinion regarding legality of securities to be offered.

23.1         Independent Auditors' Consent.

23.2         Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).


                                       -2-

<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on February 5,
1999.

                                        S3 INCORPORATED



                                        By        /s/ Kenneth F. Potashner
                                           -------------------------------------
                                                    Kenneth F. Potashner
                                                        President and
                                                   Chief Executive Officer
                                                (Principal Executive Officer)


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth F. Potashner, Terry N. Holdt and Walter
D. Amaral, and each of them his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, 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 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, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
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.


<TABLE>

<CAPTION>
                     Name                                             Title                              Date
                     ----                                             -----                              ----


<S>                                                <C>                                             <C>

           /s/ Kenneth F. Potashner                President and Chief Executive                   February 5, 1999
-----------------------------------------------                                                    ----------------
             Kenneth F. Potashner                  (Principal Executive Officer) and
                                                   Chairman of the Board




             /s/ Walter D. Amaral                  Senior Vice President and Chief                 February 5, 1999
-----------------------------------------------                                                    ----------------
               Walter D. Amaral                    Financial Officer (Principal Financial
                                                   and Accounting Officer)




            /s/ Terry N. Holdt                     Director and Vice Chairman of the               February 5, 1999
----------------------------------------------                                                     ----------------
                Terry N. Holdt                     Board

</TABLE>

                                       -3-

<PAGE>

<TABLE>

<S>                                                <C>                                             <C>


              /s/ Ronald T. Yara                   Director                                        February 5, 1999
----------------------------------------------                                                     ----------------
                Ronald T. Yara




             /s/ John C. Colligan                  Director                                        February 5, 1999
----------------------------------------------                                                     ----------------
               John C. Colligan




                                                   Director                                        ___________, 1999
----------------------------------------------
                 Robert P. Lee




                                                   Director                                        ___________, 1999
----------------------------------------------
              Carmelo J. Santoro

</TABLE>


                                       -4-


<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


Exhibit
-------
Number                              Exhibit
------                              -------


 5.1         Opinion regarding legality of securities to be offered.

23.1         Independent Auditors' Consent.

23.2         Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).


                                       -5-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12149}]
{"company-data": {"conformed-name": "S3 INC", "cik": "0000850519", "assigned-sic": "3576", "irs-number": "770204341", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71869", "film-number": "99522528"}, "business-address": {"street1": "2801 MISSION COLLEGE BLVD", "city": "SANTA CLARA", "state": "CA", "zip": "95052", "phone": "4155888000"}, "mail-address": {"street1": "2801 MISSION COLLEGE BOULEVARD", "street2": "P.O. BOX 58058", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8058"}}
As filed with the Securities and Exchange Commission on February 5, 1999.

                                                       Registration No. 333-____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 S3 INCORPORATED
             (Exact name of registrant as specified in its charter)

             Delaware                                      77-0204341

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

  2841 Mission College Boulevard
     Santa Clara, California                                  95054

  ------------------------------                 ------------------------------
       (Address of Principal                               (Zip Code)
        Executive Offices)

                       1989 STOCK PLAN OF S3 INCORPORATED
               --------------------------------------------------
                            (Full title of the plan)

                                                            Copy to:
           KENNETH F. POTASHNER                        JORGE A. DEL CALVO
   President and Chief Executive Officer                KAREN A. DEMPSEY
              S3 Incorporated                     Pillsbury Madison & Sutro LLP
      2841 Mission College Boulevard                      P.O. Box 7880
       Santa Clara, California 95054                 San Francisco, CA 94120
            (408) 588-8000                               (415) 983-1000
      ------------------------------             ------------------------------
       (Name, address and telephone
       number, including area code,
           of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Title of                      Amount                 Proposed Maximum              Proposed                    Amount of
   Securities To                    To Be                  Offering Price           Maximum Aggregate             Registration
   Be Registered                Registered(1)               per Share(2)            Offering Price(1)                  Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock                      6,180,776                    $8.0625                 $49,832,506                 $13,853.44

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

Rights to purchase
 Preferred Stock(3)                ______                        N/A                       N/A                         N/A

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

Total Registration
 Fee                                 N/A                         N/A                       N/A                     $13,853.44

------------------------------------------------------------------------------------------------------------------------------------
(1)        Calculated pursuant to General Instruction E on Form S-8.

(2)        Estimated solely for the purpose of calculating the registration fee
           on the basis of the average of the high and low prices as reported on
           the Nasdaq National Market on February 3, 1999.

(3)        Associated with the Common Stock are Rights to purchase Preferred
           Stock that will not be exercisable or evidenced separately from the
           Common Stock prior to the occurrence of certain events.

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

           The Registration Statement shall become effective upon filing in
           accordance with Rule 462 under the Securities Act of 1933, as
           amended.

------------------------------------------------------------------------------------------------------------------------------------
-1-
INFORMATION REQUIRED PURSUANT TO
                        --------------------------------
                        GENERAL INSTRUCTION E TO FORM S-8
                        ---------------------------------

GENERAL INSTRUCTION E INFORMATION

     This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

     The Registrant's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 18, 1998, File No. 333-48189, is
hereby incorporated by reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant (File No. 0-21126) with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

     (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

     (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1998; and

     (3) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed on January 21, 1993.

     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, 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 a part hereof from the date of filing of such documents.

EXHIBITS

Exhibit
-------
Number                                   Exhibit
------                                   -------

 5.1         Opinion regarding legality of securities to be offered.

23.1         Independent Auditors' Consent.

23.2         Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

                                       -2-
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on February 5,
1999.

                                        S3 INCORPORATED

                                        By        /s/ Kenneth F. Potashner
                                           -------------------------------------
                                                    Kenneth F. Potashner
                                                        President and
                                                   Chief Executive Officer
                                                (Principal Executive Officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth F. Potashner, Terry N. Holdt and Walter
D. Amaral, and each of them his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, 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 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, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
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.
Name                                             Title                              Date
                     ----                                             -----                              ----
/s/ Kenneth F. Potashner                President and Chief Executive                   February 5, 1999
-----------------------------------------------                                                    ----------------
             Kenneth F. Potashner                  (Principal Executive Officer) and
                                                   Chairman of the Board

             /s/ Walter D. Amaral                  Senior Vice President and Chief                 February 5, 1999
-----------------------------------------------                                                    ----------------
               Walter D. Amaral                    Financial Officer (Principal Financial
                                                   and Accounting Officer)

            /s/ Terry N. Holdt                     Director and Vice Chairman of the               February 5, 1999
----------------------------------------------                                                     ----------------
                Terry N. Holdt                     Board
-3-
/s/ Ronald T. Yara                   Director                                        February 5, 1999
----------------------------------------------                                                     ----------------
                Ronald T. Yara

             /s/ John C. Colligan                  Director                                        February 5, 1999
----------------------------------------------                                                     ----------------
               John C. Colligan

                                                   Director                                        ___________, 1999
----------------------------------------------
                 Robert P. Lee

                                                   Director                                        ___________, 1999
----------------------------------------------
              Carmelo J. Santoro
-4-
INDEX TO EXHIBITS
                                -----------------

Exhibit
-------
Number                              Exhibit
------                              -------

 5.1         Opinion regarding legality of securities to be offered.

23.1         Independent Auditors' Consent.

23.2         Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

                                       -5-