<PAGE>



As filed with the Securities and Exchange Commission on May 14, 2002.
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                     _______

                                    Form S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              INTERSIL CORPORATION
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     59-3590018
       ------------------                           -----------------------
  (State or incorporation or                   (I.R.S. Employer Identification
         organization)                                       No.)

                       7585 Irvine Center Drive, Suite 100
                            Irvine, California 92618
                            ------------------------
               (Address of principal executive offices) (Zip Code)


               Elantec Semiconductor, Inc. 1983 Stock Option Plan

             Elantec Semiconductor, Inc. 1994 Equity Incentive Plan

          Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan

             Elantec Semiconductor, Inc. 1995 Equity Incentive Plan

             Elantec Semiconductor, Inc. 2001 Equity Incentive Plan
             ------------------------------------------------------
                            (Full title of the plan)

                             Stephen M. Moran, Esq.
                  Vice President, General Counsel and Secretary
                              Intersil Corporation
                          7585 Irvine Center, Suite 100
                            Irvine, California 92618
                            ------------------------
                     (Name and address of agent for service)


                                 (949) 341-7000
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Christopher G. Karras, Esq.
                                     Dechert
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                              Proposed          Proposed
    Title of                                  maximum            maximum            Amount of
securities to be       Amount to be           offering       aggregate offering   registration
   registered        registered (1)(2)    price per share        price (3)            fee
                                              (3)
<S>                  <C>                  <C>                <C>                  <C>
------------------------------------------------------------------------------------------------
</TABLE>


                                       -1-

<PAGE>

<TABLE>
-----------------------------------------------------------------------------------------------
<S>                                    <C>                   <C>       <C>             <C>
Class A Common Stock of Intersil       9,081,871 shares      $17.09     $155,193,385    $14,278
Corporation, par value $.01 per share
-----------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to that certain Agreement and Plan of Merger dated as of March
         10, 2002 (the "Merger Agreement"), by and among the Registrant, Echo
         Acquisition, Inc. ("Merger Sub"), a Delaware corporation and a
         wholly-owned subsidiary of the Registrant, and Elantec Semiconductor,
         Inc. ("Elantec"), a Delaware corporation, on May 14, 2002, Elantec was
         merged with and into Merger Sub and Elantec became a wholly-owned
         subsidiary of the Registrant. In accordance with the Merger Agreement,
         all outstanding options under Elantec's 1983 Stock Option Plan, 1994
         Equity Incentive Plan, 1995 Equity Incentive Plan and 2001 Equity
         Incentive Plan, and all outstanding purchase rights under Elantec's
         1995 Employee Stock Purchase Plan, have been assumed by the Registrant
         and are being replaced with options and rights to acquire shares of the
         Registrant's Class A Common Stock, the issuance of which shares is
         being registered hereby. The Registrant expects to issue the following
         number of shares of its Class A Common Stock in respect of each of the
         following plans:

<TABLE>
<CAPTION>
             Plan                                                                  Number of Shares
             ----                                                                  ----------------
             <S>                                                                   <C>
             Elantec Semiconductor, Inc. 1983 Stock Option Plan                          25,426

             Elantec Semiconductor, Inc. 1994 Equity Incentive Plan                     143,289

             Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan               28,587

             Elantec Semiconductor, Inc. 1995 Equity Incentive Plan                   7,216,294

             Elantec Semiconductor, Inc. 2001 Equity Incentive Plan                   1,668,275
</TABLE>

(2)      Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
         amended, this Registration Statement is deemed to include additional
         shares of the Registrant's Class A Common Stock that become issuable
         under each of the plans listed above by reason of any stock dividend,
         stock split, merger, consolidation or other similar transaction
         effected that results in an increase in the number of the Registrant's
         outstanding shares of common stock.

(3)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended.
         Such estimate is based upon the weighted average price at which such
         options and purchase rights may be exercised.


                                     Part I

                Information Required In Section 10(a) Prospectus

         Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.

                                     Part II

               Information Required In The Registration Statement

Item 3.    Incorporation of Documents by Reference.

                                       -2-

<PAGE>

         The Registrant incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

             (a)    Registrant's Annual Report on Form 10-K for the fiscal year
                    ended December 28, 2001 filed with the Commission on March
                    8, 2002, together with the amendment filed with the
                    Commission on April 10, 2002.

             (b)    Registrant's Quarterly Report on Form 10-Q for the quarterly
                    period ended March 29, 2002 filed with the Commission on
                    April 29, 2002 and Registrant's Current Report on Form 8-K
                    filed with the Commission on March 12, 2002.

             (c)    The description of the Registrant's Class A Common Stock in
                    the Registrant's Registration Statement on Form 8-A filed
                    with the Commission on February 18, 2001, including any
                    amendment or report filed for the purpose of updating such
                    description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.

Item 4.    Description of Securities.

         Not applicable.

Item 5.    Interests of Named Experts and Counsel.

         Not applicable.

Item 6.    Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any persons, including officers and directors, who
were or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation),by reason of the fact that such person was an officer, director,
employee or agent of such corporation or is or was serving at the request of
such corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

         The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation.

                                       -3-

<PAGE>

         Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify
him against the expenses that such officer or director actually and reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling an
Issuer pursuant to the foregoing provisions, the Registrant has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

         As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation provides that directors of the
Registrant shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit. In
addition, the Registrant's By-laws provide for indemnification of the
Registrant's officers and directors to the fullest extent permitted under
Delaware law.

         The directors and officers of the Registrant are insured against
certain liabilities under the Registrant's directors' and officers' liability
insurance. The foregoing summary of the Delaware General Corporation Law and of
the Amended and Restated Certificate of Incorporation and By-laws of the
Registrant is qualified in its entirety by reference to the relevant provisions
of the Delaware General Corporation Law and of the Registrant's Amended and
Restated Certificate of Incorporation and By-laws.

Item 7.    Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

         Incorporated by reference to the Exhibit Index following the signature
page(s) of this Registration Statement.

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:

             (i)    To include any prospectus required by section 10(a)(3) of
         the Securities Act of 1933;



             (ii)   To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) promulgated under the
         Securities Act if, in the aggregate, the changes in volume and price

                                       -4-

<PAGE>

     represent no more than a 20% change in the maximum aggregate offering price
     set forth in the "Calculation of Registration Fee" table in this
     Registration Statement;

          (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement.

Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.

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

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

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

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -5-

<PAGE>

                                   Signatures

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irvine, State of California on the 14th day of
May, 2002.

                                     INTERSIL CORPORATION

                                     By:  /s/ Richard M. Beyer
                                          -------------------------------------
                                          Richard M. Beyer
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Beyer, Daniel J. Heneghan and
Stephen M. Moran, each his attorney-in-fact and agent, each with the power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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 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 either of said
attorneys-in-fact and agents, 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/ Richard M. Beyer        President, Chief Executive Officer     May 14, 2002
------------------------    and Director (Principal Executive
Richard M. Beyer            Officer)

/s/ Daniel J. Heneghan      Vice President, Chief Financial        May 14, 2002
------------------------    Officer and Assistant Secretary
Daniel J. Heneghan          (Principal Financial and Accounting
                            Officer)

/s/ Gregory L. Williams     Executive Chairman and Director        May 14, 2002
------------------------
Gregory L. Williams

/s/ Robert W. Conn          Director                               May 14, 2002
------------------------
Robert W. Conn

                                       -6-

<PAGE>

/s/ James V. Diller                      Director                May 14, 2002
---------------------------
James V. Diller

/s/ Gary E. Gist                         Director                May 14, 2002
---------------------------
Gary E. Gist

/s/ Jan Peeters                          Director                May 14, 2002
---------------------------
Jan Peeters

/s/ Robert N. Pokelwaldt                 Director                May 14, 2002
---------------------------
Robert N. Pokelwaldt

/s/ James A. Urry                        Director                May 14, 2002
---------------------------
James A. Urry

                                       -7-

<PAGE>

                                  Exhibit Index

Exhibit
Number    Description
-------   -----------
4.01      The relevant portions of the Amended and Restated Certificate of
          Incorporation, as amended, of the Registrant defining the rights of
          holders of Class A Common Stock (incorporated by reference to Exhibit
          3.01 to the Post-Effective Amendment No. 1 to the Registration
          Statement on Form S-1 (Registration Number 333-90857), filed by the
          Registrant on March 10, 2000).

4.02      Certificate of Amendment of Amended and Restated Certificate of
          Incorporation of Intersil.

4.03      Bylaws of Intersil (incorporated by reference to Exhibit 3.02 to the
          Registration Statement on Form S-1 (Registration Number 333-90857),
          filed by the Registrant on November 10, 1999).

4.04      Specimen Certificate of Intersil's Class A Common Stock (incorporated
          by reference to Exhibit 4.01 to Amendment No. 2 to the Registration
          Statement on Form S-1 (Registration Number 333-95199), filed by the
          Registrant on February 23, 2000).

4.05      Amended and Restated Registration Rights Agreement, dated as of
          January 21, 2000, by and among Intersil, Sterling Holding Company,
          L.L.C., Manatee Investment Corporation, Citicorp Mezzanine Partners,
          L.P. and the management investors named therein (incorporated by
          reference to Exhibit 4.02 to the Registration Statement on Form 8-A,
          filed by the Registrant on February 18, 2000).

5.01      Opinion of Dechert as to the legality of the securities being
          registered.

23.01     Consent of Dechert (included as part of its opinion filed as Exhibit
          5.01 and incorporated herein by reference).

23.02     Consent of Ernst & Young LLP, Independent Certified Public
          Accountants.

24.01     Power of Attorney (included on signature page(s) of this registration
          statement and incorporated herein by reference).

99.01     Elantec Semiconductor, Inc. 1983 Stock Option Plan (incorporated by
          reference to Exhibit 10.01 to the Registration Statement on Form S-1
          (Registration Number 033-96136) filed by Elantec Semiconductor, Inc.
          on August 24, 1995).

99.02     Elantec Semiconductor, Inc. 1994 Equity Incentive Plan (incorporated
          by reference to Exhibit 10.02 to the Registration Statement on Form
          S-1 (Registration Number 033-96136) filed by Elantec Semiconductor,
          Inc. on August 24, 1995).

99.03     Elantec Semiconductor, Inc. 1995 Equity Incentive Plan (incorporated
          by reference to Exhibit 4.03 to the Registration Statement on Form S-8
          (Registration Number 333-56206) filed by Elantec Semiconductor, Inc.
          on February 26, 2001).

99.04     Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan
          (incorporated by reference to Exhibit 10.05 to the Registration
          Statement on Form S-1 (Registration Number 033-96136) filed by Elantec
          Semiconductor, Inc. on August 24, 1995).

99.05     Elantec Semiconductor, Inc. 2001 Equity Incentive Plan (incorporated
          by reference to Exhibit 10.17 to the Quarterly Report on Form 10-Q
          filed by Elantec Semiconductor, Inc. on May 16, 2001).

                                       -8-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8 FOR INTERSIL CORPORATION", "secsgml_size_bytes": 24713}]
{"company-data": {"conformed-name": "INTERSIL CORP/DE", "cik": "0001096325", "assigned-sic": "3674", "irs-number": "593590018", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88208", "film-number": "02646705"}, "business-address": {"street1": "7585 IRVINE CENTER DR", "street2": "STE 100", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "3217295639"}, "mail-address": {"street1": "7585 IRVINE CENTER DR", "street2": "SUITE 100", "city": "IRVINE", "state": "CA", "zip": "92618"}, "former-company": {"former-conformed-name": "INTERSIL HOLDING CO", "date-changed": "19991005"}}
As filed with the Securities and Exchange Commission on May 14, 2002.
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                     _______

                                    Form S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              INTERSIL CORPORATION
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     59-3590018
       ------------------                           -----------------------
  (State or incorporation or                   (I.R.S. Employer Identification
         organization)                                       No.)

                       7585 Irvine Center Drive, Suite 100
                            Irvine, California 92618
                            ------------------------
               (Address of principal executive offices) (Zip Code)

               Elantec Semiconductor, Inc. 1983 Stock Option Plan

             Elantec Semiconductor, Inc. 1994 Equity Incentive Plan

          Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan

             Elantec Semiconductor, Inc. 1995 Equity Incentive Plan

             Elantec Semiconductor, Inc. 2001 Equity Incentive Plan
             ------------------------------------------------------
                            (Full title of the plan)

                             Stephen M. Moran, Esq.
                  Vice President, General Counsel and Secretary
                              Intersil Corporation
                          7585 Irvine Center, Suite 100
                            Irvine, California 92618
                            ------------------------
                     (Name and address of agent for service)

                                 (949) 341-7000
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Christopher G. Karras, Esq.
                                     Dechert
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                              Proposed          Proposed
    Title of                                  maximum            maximum            Amount of
securities to be       Amount to be           offering       aggregate offering   registration
   registered        registered (1)(2)    price per share        price (3)            fee
                                              (3)
------------------------------------------------------------------------------------------------
-1-
-----------------------------------------------------------------------------------------------
Class A Common Stock of Intersil       9,081,871 shares      $17.09     $155,193,385    $14,278
Corporation, par value $.01 per share
-----------------------------------------------------------------------------------------------
(1)      Pursuant to that certain Agreement and Plan of Merger dated as of March
         10, 2002 (the "Merger Agreement"), by and among the Registrant, Echo
         Acquisition, Inc. ("Merger Sub"), a Delaware corporation and a
         wholly-owned subsidiary of the Registrant, and Elantec Semiconductor,
         Inc. ("Elantec"), a Delaware corporation, on May 14, 2002, Elantec was
         merged with and into Merger Sub and Elantec became a wholly-owned
         subsidiary of the Registrant. In accordance with the Merger Agreement,
         all outstanding options under Elantec's 1983 Stock Option Plan, 1994
         Equity Incentive Plan, 1995 Equity Incentive Plan and 2001 Equity
         Incentive Plan, and all outstanding purchase rights under Elantec's
         1995 Employee Stock Purchase Plan, have been assumed by the Registrant
         and are being replaced with options and rights to acquire shares of the
         Registrant's Class A Common Stock, the issuance of which shares is
         being registered hereby. The Registrant expects to issue the following
         number of shares of its Class A Common Stock in respect of each of the
         following plans:
Plan                                                                  Number of Shares
             ----                                                                  ----------------
Elantec Semiconductor, Inc. 1983 Stock Option Plan                          25,426

             Elantec Semiconductor, Inc. 1994 Equity Incentive Plan                     143,289

             Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan               28,587

             Elantec Semiconductor, Inc. 1995 Equity Incentive Plan                   7,216,294

             Elantec Semiconductor, Inc. 2001 Equity Incentive Plan                   1,668,275
(2)      Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
         amended, this Registration Statement is deemed to include additional
         shares of the Registrant's Class A Common Stock that become issuable
         under each of the plans listed above by reason of any stock dividend,
         stock split, merger, consolidation or other similar transaction
         effected that results in an increase in the number of the Registrant's
         outstanding shares of common stock.

(3)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended.
         Such estimate is based upon the weighted average price at which such
         options and purchase rights may be exercised.

                                     Part I

                Information Required In Section 10(a) Prospectus

         Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.

                                     Part II

               Information Required In The Registration Statement

Item 3.    Incorporation of Documents by Reference.

                                       -2-
The Registrant incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

             (a)    Registrant's Annual Report on Form 10-K for the fiscal year
                    ended December 28, 2001 filed with the Commission on March
                    8, 2002, together with the amendment filed with the
                    Commission on April 10, 2002.

             (b)    Registrant's Quarterly Report on Form 10-Q for the quarterly
                    period ended March 29, 2002 filed with the Commission on
                    April 29, 2002 and Registrant's Current Report on Form 8-K
                    filed with the Commission on March 12, 2002.

             (c)    The description of the Registrant's Class A Common Stock in
                    the Registrant's Registration Statement on Form 8-A filed
                    with the Commission on February 18, 2001, including any
                    amendment or report filed for the purpose of updating such
                    description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.

Item 4.    Description of Securities.

         Not applicable.

Item 5.    Interests of Named Experts and Counsel.

         Not applicable.

Item 6.    Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any persons, including officers and directors, who
were or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation),by reason of the fact that such person was an officer, director,
employee or agent of such corporation or is or was serving at the request of
such corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

         The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation.

                                       -3-
Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify
him against the expenses that such officer or director actually and reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling an
Issuer pursuant to the foregoing provisions, the Registrant has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

         As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation provides that directors of the
Registrant shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit. In
addition, the Registrant's By-laws provide for indemnification of the
Registrant's officers and directors to the fullest extent permitted under
Delaware law.

         The directors and officers of the Registrant are insured against
certain liabilities under the Registrant's directors' and officers' liability
insurance. The foregoing summary of the Delaware General Corporation Law and of
the Amended and Restated Certificate of Incorporation and By-laws of the
Registrant is qualified in its entirety by reference to the relevant provisions
of the Delaware General Corporation Law and of the Registrant's Amended and
Restated Certificate of Incorporation and By-laws.

Item 7.    Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

         Incorporated by reference to the Exhibit Index following the signature
page(s) of this Registration Statement.

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:

             (i)    To include any prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) promulgated under the
         Securities Act if, in the aggregate, the changes in volume and price

                                       -4-
represent no more than a 20% change in the maximum aggregate offering price
     set forth in the "Calculation of Registration Fee" table in this
     Registration Statement;

          (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement.

Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.

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

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

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

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -5-
Signatures

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irvine, State of California on the 14th day of
May, 2002.

                                     INTERSIL CORPORATION

                                     By:  /s/ Richard M. Beyer
                                          -------------------------------------
                                          Richard M. Beyer
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Beyer, Daniel J. Heneghan and
Stephen M. Moran, each his attorney-in-fact and agent, each with the power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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 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 either of said
attorneys-in-fact and agents, 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/ Richard M. Beyer        President, Chief Executive Officer     May 14, 2002
------------------------    and Director (Principal Executive
Richard M. Beyer            Officer)

/s/ Daniel J. Heneghan      Vice President, Chief Financial        May 14, 2002
------------------------    Officer and Assistant Secretary
Daniel J. Heneghan          (Principal Financial and Accounting
                            Officer)

/s/ Gregory L. Williams     Executive Chairman and Director        May 14, 2002
------------------------
Gregory L. Williams

/s/ Robert W. Conn          Director                               May 14, 2002
------------------------
Robert W. Conn

                                       -6-
/s/ James V. Diller                      Director                May 14, 2002
---------------------------
James V. Diller

/s/ Gary E. Gist                         Director                May 14, 2002
---------------------------
Gary E. Gist

/s/ Jan Peeters                          Director                May 14, 2002
---------------------------
Jan Peeters

/s/ Robert N. Pokelwaldt                 Director                May 14, 2002
---------------------------
Robert N. Pokelwaldt

/s/ James A. Urry                        Director                May 14, 2002
---------------------------
James A. Urry

                                       -7-
Exhibit Index

Exhibit
Number    Description
-------   -----------
4.01      The relevant portions of the Amended and Restated Certificate of
          Incorporation, as amended, of the Registrant defining the rights of
          holders of Class A Common Stock (incorporated by reference to Exhibit
          3.01 to the Post-Effective Amendment No. 1 to the Registration
          Statement on Form S-1 (Registration Number 333-90857), filed by the
          Registrant on March 10, 2000).

4.02      Certificate of Amendment of Amended and Restated Certificate of
          Incorporation of Intersil.

4.03      Bylaws of Intersil (incorporated by reference to Exhibit 3.02 to the
          Registration Statement on Form S-1 (Registration Number 333-90857),
          filed by the Registrant on November 10, 1999).

4.04      Specimen Certificate of Intersil's Class A Common Stock (incorporated
          by reference to Exhibit 4.01 to Amendment No. 2 to the Registration
          Statement on Form S-1 (Registration Number 333-95199), filed by the
          Registrant on February 23, 2000).

4.05      Amended and Restated Registration Rights Agreement, dated as of
          January 21, 2000, by and among Intersil, Sterling Holding Company,
          L.L.C., Manatee Investment Corporation, Citicorp Mezzanine Partners,
          L.P. and the management investors named therein (incorporated by
          reference to Exhibit 4.02 to the Registration Statement on Form 8-A,
          filed by the Registrant on February 18, 2000).

5.01      Opinion of Dechert as to the legality of the securities being
          registered.

23.01     Consent of Dechert (included as part of its opinion filed as Exhibit
          5.01 and incorporated herein by reference).

23.02     Consent of Ernst & Young LLP, Independent Certified Public
          Accountants.

24.01     Power of Attorney (included on signature page(s) of this registration
          statement and incorporated herein by reference).

99.01     Elantec Semiconductor, Inc. 1983 Stock Option Plan (incorporated by
          reference to Exhibit 10.01 to the Registration Statement on Form S-1
          (Registration Number 033-96136) filed by Elantec Semiconductor, Inc.
          on August 24, 1995).

99.02     Elantec Semiconductor, Inc. 1994 Equity Incentive Plan (incorporated
          by reference to Exhibit 10.02 to the Registration Statement on Form
          S-1 (Registration Number 033-96136) filed by Elantec Semiconductor,
          Inc. on August 24, 1995).

99.03     Elantec Semiconductor, Inc. 1995 Equity Incentive Plan (incorporated
          by reference to Exhibit 4.03 to the Registration Statement on Form S-8
          (Registration Number 333-56206) filed by Elantec Semiconductor, Inc.
          on February 26, 2001).

99.04     Elantec Semiconductor, Inc. 1995 Employee Stock Purchase Plan
          (incorporated by reference to Exhibit 10.05 to the Registration
          Statement on Form S-1 (Registration Number 033-96136) filed by Elantec
          Semiconductor, Inc. on August 24, 1995).

99.05     Elantec Semiconductor, Inc. 2001 Equity Incentive Plan (incorporated
          by reference to Exhibit 10.17 to the Quarterly Report on Form 10-Q
          filed by Elantec Semiconductor, Inc. on May 16, 2001).

                                       -8-