As filed with the Securities and Exchange Commission on April 2, 1998
                           Registration No. 333-00920



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

                                 POST-EFFECTIVE
                                AMENDMENT NO. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                           -------------------------

                              ROSS TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

                       Delaware
(State or other jurisdiction of incorporation or             74-2507960
                    organization)                            (I.R.S. Employer
                                                          Identification Number)
     5316 Highway 290 West, Suite 500
             Austin, Texas                                    78735
  (Address of Principal Executive Offices)                  (Zip Code)

                            ------------------------
               Stock Option and Restricted Stock Purchase Plan 3.0
                            (Full title of the Plan)
                            -------------------------


   JACK W. SIMPSON, SR.                                    Copies to:
President and Chief Executive Officer                 ANDREW W. GROSS, ESQ.
        ROSS Technology, Inc.                         Irell & Manella LLP
5316 Highway 290 West, Suite 500             1800 Avenue of the Stars, Suite 900
        Austin, Texas 78735                        Los Angeles, CA 90067
         (512) 436-2000                               (310) 277-1010

        (Name, address including zip code and telephone number, including
                  area code, of registrants' agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                  <S>                       <C>              <C>               <C>               <C>
------------------------------------- ----------------- ----------------- ------------------ ================
                                                        Proposed Maximum  Proposed Maximum
        Title of Securities                Amount        Offering Price       Aggregate         Amount of
         to be Registered                  to be          Per Unit(2)     Offering Price(2)   Registration
                                       Registered(1)                                               Fee
------------------------------------- ----------------- ----------------- ------------------ ================
Common Stock, par value $0.01 per     1,925,451 shares  $            1.09 $       2,105,962  $         621.00
share
===================================== ================= ================= ================== ================
</TABLE>

(1)     Pursuant  to Rule 429 of the  Securities  Act of 1933,  as amended  (the
        "Securities  Act"), the prospectus  delivered to participants  under the
        Registrant's  Stock Option and  Restricted  Stock Purchase Plan 3.0 also
        relates to an aggregate of 877,054  shares  initially  registered  under
        this Registration  Statement.  In addition,  pursuant to Rule 416 of the
        Securities Act, this Registration  Statement also covers such additional
        securities as may become  issuable to prevent  dilution  resulting  from
        stock splits, stock dividends and similar events.

(2)     Pursuant to Rule 457(h), estimated solely for the purpose of calculating
        the  registration  fee on the basis of the  average  of the high and low
        sale  prices  of the  Registrant's  Common  Stock  on The  Nasdaq  Stock
        Market's National Market on March 30, 1998.


                                       
<PAGE>
                                 PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

        *Information  required by Part I to be  contained  in the Section  10(a)
prospectus (the  "Prospectus")  is omitted from this  Registration  Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8. The Registrant will provide without charge to employees,  on the written or
oral request of any such person, a copy of any of the documents constituting the
Prospectus,  except for the exhibits to such documents (unless such exhibits are
specifically  incorporated by reference into the information that the Prospectus
incorporates).  Written requests should be directed to: Francis S. (Kit) Webster
III, Chief  Financial  Officer,  ROSS  Technology,  Inc., 5316 Highway 290 West,
Suite 500,  Austin,  Texas 78735.  The  Registrant's  telephone  number is (512)
436-2000.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The  documents  listed in (a), (b), (c), (d), (e), (f) and (g) below are
incorporated  by  reference  in this  Registration  Statement  on Form  S-8.  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 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.

        (a)    The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  March  31,  1997,  filed  pursuant  to  Section  13 of the
               Exchange Act;

        (b)    The  Registrant's  Quarterly  Report on Form 10-Q for the  period
               ended June 30, 1997, filed pursuant to Section 13 of the Exchange
               Act 

        (c)    The  Registrant's  Quarterly  Report on Form 10-Q for the  period
               ended  September  30, 1997,  filed  pursuant to Section 13 of the
               Exchange Act (as amended by the Registrant's  Quarterly Report on
               Form 10-Q/A  filed  pursuant to Section 13 of the Exchange Act on
               November 20, 1997);

        (d)    The  Registrant's  Quarterly  Report on Form 10-Q for the  period
               ended  December  31,  1997,  filed  pursuant to Section 13 of the
               Exchange Act;

        (e)    The  Registrant's  Current Report on Form 8-K dated September 19,
               1997 filed pursuant to Section 13 of the Act;

        (f)    The  Registrant's  Current Report on Form 8-K dated September 30,
               1997 filed pursuant to Section 13 of the Act; and

        (g)    The  description of the Common Stock  contained under the caption
               "Description  of  Capital  Stock"  in  Registrant's  Registration
               Statement on Form S-1, File No.  33-95878,  originally filed with
               the  Commission  on August 21, 1995,  including  any amendment or
               report filed for the purpose of updating such description.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated  or  deemed to be  incorporated  herein by  reference  modifies  or
supersedes such prior  statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

        Not Applicable.

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

        As of the date of this Registration Statement, members of the firm Irell
& Manella LLP owned an aggregate of approximately 15,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

        Section  145  of  the  Delaware  General   Corporation  Law  empowers  a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation or enterprise (other
than a suit by or in the right of the  corporation).  In any case, a corporation
may indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the case
of an action by or in the right of the corporation,  no  indemnification  may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine  that,  despite the  adjudication  of liability,  such person is
fairly and  reasonably  entitled to indemnity for such expenses  which the court
shall deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or proceeding  referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

        The Restated Certificate of Incorporation of the Registrant provides, in
effect, that, to the extent and under the circumstances permitted by Section 145
of the Delaware  General  Corporation  Law, the Registrant  shall  indemnify any
person who was or is a party or is  threatened to be made a party to any action,
suit or proceeding of the type described  above by reason of the fact that he or
she is or was a director or officer of the Registrant,  is or was serving at the
request of the  Registrant  as a director or officer of another  corporation  or
enterprise,  or  was  a  director  or  officer  of a  corporation  which  was  a
predecessor  corporation  of the  Registrant  or of  another  enterprise  at the
request  of  such   predecessor   corporation.   The  Restated   Certificate  of
Incorporation  of the Registrant also provides,  in effect,  that, to the extent
and under the  circumstances  permitted by Section 145 of the  Delaware  General
Corporation Law, the Registrant shall have the power to indemnify any person who
was or is a party or is  threatened  to be made a party to any  action,  suit or
proceeding of the type  described  above by reason of the fact that he or she is
or was an employee or agent of the Registrant,  is or was serving at the request
of the Registrant as an employee or agent of another  corporation or enterprise,
or was an employee or agent of a corporation which was a predecessor corporation
of the  Registrant or of another  enterprise at the request of such  predecessor
corporation.

        As  permitted  by the  Delaware  General  Corporation  Law, the Restated
Certificate of Incorporation of the Registrant  contains provisions limiting the
personal  liability  of the  Registrant's  directors  for  violations  of  their
fiduciary  duty.  Such  provisions  eliminate each  director's  liability to the
Registrant or its stockholders for monetary damages except (i) for any breach of
the director's duty of loyalty;  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law;  (iii)
pursuant to Section 174 of the Delaware  General  Corporation  Law providing for
liability of  directors  for  unlawful  payment of  dividends or unlawful  stock
purchase or  redemptions;  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

           4.1 Stock Option and Restricted Stock Purchase Plan 3.0 (incorporated
               by reference to  Registrant's  definitive  Proxy  Statement dated
               July 18, 1997 for its 1997 Annual Meeting of Stockholders)

           4.2 Form of Incentive  Stock  Option  Agreement  for options  granted
               during  and  after   September   1995   through   June  24,  1997
               (incorporated  by  reference  to  Exhibit  10.25 to  Registrant's
               Registration Statement on Form S-1, File No. 33-95878)

           4.3 Form of Nonqualified  Stock Option  Agreement for options granted
               during  and  after   September   1995   through   June  24,  1997
               (incorporated  by  reference  to  Exhibit  10.26 to  Registrant's
               Registration Statement on Form S-1, File No. 33-95878)

          4.4  Form of Incentive Stock Option Agreement for options granted from
               and after June 24, 1997

                                       3
<PAGE>

          4.5  Form of Nonqualified  Stock Option  Agreement for options granted
               from and after June 24, 1997

          4.6  Specimen of Common Stock  Certificate  (incorporated by reference
               to Exhibit 4.1 to  Registrant's  Registration  Statement  on Form
               S-1, File No. 33-95878)

          4.7  Registrant's Restated Certificate of Incorporation  (incorporated
               by  reference  to  Exhibit  3.1  to   Registrant's   Registration
               Statement on Form S-1, File No. 33-95878)

           4.8 Registrant's   Restated  Bylaws  (incorporated  by  reference  to
               Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
               quarter ended September 29, 1997)

          5    Opinion of Irell & Manella  LLP as to the  legality of the shares
               of Common Stock being registered

          23.1 Written Consent of KPMG Peat Marwick LLP

          23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

Item 9.  Undertakings.

        (a)    The undersigned registrant hereby undertakes:

               (1)    To file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      Registration Statement:

                    (i)  to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  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 the Registration Statement;

                      (iii)  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;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(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 Section  15(d) of the  Exchange Act 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 of 1933,
               each filing of the Registrant's annual report pursuant to Section
               13(a) or Section  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  may be  permitted  to  directors,  officers  and
               controlling  persons of the Registrant  pursuant to the foregoing
               provisions or otherwise,  the Registrant has been advised that in
               the  opinion of the  Securities  and  Exchange  Commission,  such
               indemnification  is against  public  policy as  expressed  in the
               Securities  Act and is,  therefore,  unenforceable.  In the event
               that a claim for indemnification  against such liabilities (other
               than the payment by the  Registrant of expenses  incurred or paid
               by a director, officer or controlling person of the Registrant in
               the  successful  defense of any action,  suit or  proceeding)  is
               asserted  by such  director,  officer  or  controlling  person in
               connection with the securities being  registered,  the Registrant
               will,  unless in the  opinion of its  counsel the matter has 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.


                                       4
<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Austin, State of Texas, on the April 2, 1998.



                             ROSS TECHNOLOGY, INC.,
                             a Delaware corporation


                             By:/s/ Jack W. Simpson, Sr.
                             ---------------------------
                              Jack W. Simpson, Sr.
                              President & Chief Executive Officer




                                       5
<PAGE>


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


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


/s/ Jack W. Simpson, Sr.          Director, President            
---------------------------       and Chief Executive Officer      April 2, 1998
Jack W. Simpson, Sr.              


/s/ Francis S. (Kit) Webster III  Chief Financial Officer        
---------------------------       and Secretary                    April 2, 1998
Francis S. (Kit) Webster III      


        (1)                       Chief Accounting Officer       
---------------------------       and Corporate Controller         April 2, 1998
Carter L. Godwin                  


        (1)                       Director                       
---------------------------                                        April 2, 1998
Fred T. May


        (1)                       Director                       
---------------------------                                        April 2, 1998
Masahiro Saida


        (1)                       Director                       
---------------------------                                        April 2, 1998
Yasushi Tajiri 


/s/ Edward F. Thompson            Director                      
---------------------------                                        April 2, 1998
Edward F. Thompson


(1) By Edward F. Thompson, as Attorney-in-fact




                                       6
<PAGE>




                                                                      
                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number                            Description         
-------                          -------------

  4.1  Stock Option and Restricted Stock Purchase Plan 3.0 (incorporated
       by reference to  Registrant's  definitive  Proxy  Statement dated
       July 18, 1997 for its 1997 Annual Meeting of Stockholders)

  4.2  Form of Incentive  Stock  Option  Agreement  for options  granted
       during  and  after   September   1995   through   June  24,  1997
       (incorporated  by  reference  to  Exhibit  10.25 to  Registrant's
       Registration Statement on Form S-1, File No. 33-95878)

  4.3  Form of Nonqualified  Stock Option  Agreement for options granted
       during  and  after   September   1995   through   June  24,  1997
       (incorporated  by  reference  to  Exhibit  10.26 to  Registrant's
       Registration Statement on Form S-1, File No. 33-95878)

  4.4  Form of Incentive Stock Option Agreement for options granted from
       and after June 24, 1997

  4.5  Form of Nonqualified  Stock Option  Agreement for options granted
       from and after June 24, 1997

  4.6  Specimen of Common Stock  Certificate  (incorporated by reference
       to Exhibit 4.1 to  Registrant's  Registration  Statement  on Form
       S-1, File No. 33-95878)

  4.7  Registrant's Restated Certificate of Incorporation  (incorporated
       by  reference  to  Exhibit  3.1  to   Registrant's   Registration
       Statement on Form S-1, File No. 33-95878)

  4.8  Registrant's   Restated  Bylaws  (incorporated  by  reference  to
       Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
       quarter ended September 29, 1997)

  5    Opinion of Irell & Manella  LLP as to the  legality of the shares
       of Common Stock being registered

  23.1 Written Consent of KPMG Peat Marwick LLP

  23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

                                       i
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As filed with the Securities and Exchange Commission on April 2, 1998
                           Registration No. 333-00920

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

                                 POST-EFFECTIVE
                                AMENDMENT NO. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                           -------------------------

                              ROSS TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

                       Delaware
(State or other jurisdiction of incorporation or             74-2507960
                    organization)                            (I.R.S. Employer
                                                          Identification Number)
     5316 Highway 290 West, Suite 500
             Austin, Texas                                    78735
  (Address of Principal Executive Offices)                  (Zip Code)

                            ------------------------
               Stock Option and Restricted Stock Purchase Plan 3.0
                            (Full title of the Plan)
                            -------------------------

   JACK W. SIMPSON, SR.                                    Copies to:
President and Chief Executive Officer                 ANDREW W. GROSS, ESQ.
        ROSS Technology, Inc.                         Irell & Manella LLP
5316 Highway 290 West, Suite 500             1800 Avenue of the Stars, Suite 900
        Austin, Texas 78735                        Los Angeles, CA 90067
         (512) 436-2000                               (310) 277-1010

        (Name, address including zip code and telephone number, including
                  area code, of registrants' agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------- ----------------- ----------------- ------------------ ================
                                                        Proposed Maximum  Proposed Maximum
        Title of Securities                Amount        Offering Price       Aggregate         Amount of
         to be Registered                  to be          Per Unit(2)     Offering Price(2)   Registration
                                       Registered(1)                                               Fee
------------------------------------- ----------------- ----------------- ------------------ ================
Common Stock, par value $0.01 per     1,925,451 shares  $            1.09 $       2,105,962  $         621.00
share
===================================== ================= ================= ================== ================
(1)     Pursuant  to Rule 429 of the  Securities  Act of 1933,  as amended  (the
        "Securities  Act"), the prospectus  delivered to participants  under the
        Registrant's  Stock Option and  Restricted  Stock Purchase Plan 3.0 also
        relates to an aggregate of 877,054  shares  initially  registered  under
        this Registration  Statement.  In addition,  pursuant to Rule 416 of the
        Securities Act, this Registration  Statement also covers such additional
        securities as may become  issuable to prevent  dilution  resulting  from
        stock splits, stock dividends and similar events.

(2)     Pursuant to Rule 457(h), estimated solely for the purpose of calculating
        the  registration  fee on the basis of the  average  of the high and low
        sale  prices  of the  Registrant's  Common  Stock  on The  Nasdaq  Stock
        Market's National Market on March 30, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

        *Information  required by Part I to be  contained  in the Section  10(a)
prospectus (the  "Prospectus")  is omitted from this  Registration  Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8. The Registrant will provide without charge to employees,  on the written or
oral request of any such person, a copy of any of the documents constituting the
Prospectus,  except for the exhibits to such documents (unless such exhibits are
specifically  incorporated by reference into the information that the Prospectus
incorporates).  Written requests should be directed to: Francis S. (Kit) Webster
III, Chief  Financial  Officer,  ROSS  Technology,  Inc., 5316 Highway 290 West,
Suite 500,  Austin,  Texas 78735.  The  Registrant's  telephone  number is (512)
436-2000.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The  documents  listed in (a), (b), (c), (d), (e), (f) and (g) below are
incorporated  by  reference  in this  Registration  Statement  on Form  S-8.  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 (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.

        (a)    The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  March  31,  1997,  filed  pursuant  to  Section  13 of the
               Exchange Act;

        (b)    The  Registrant's  Quarterly  Report on Form 10-Q for the  period
               ended June 30, 1997, filed pursuant to Section 13 of the Exchange
               Act 

        (c)    The  Registrant's  Quarterly  Report on Form 10-Q for the  period
               ended  September  30, 1997,  filed  pursuant to Section 13 of the
               Exchange Act (as amended by the Registrant's  Quarterly Report on
               Form 10-Q/A  filed  pursuant to Section 13 of the Exchange Act on
               November 20, 1997);

        (d)    The  Registrant's  Quarterly  Report on Form 10-Q for the  period
               ended  December  31,  1997,  filed  pursuant to Section 13 of the
               Exchange Act;

        (e)    The  Registrant's  Current Report on Form 8-K dated September 19,
               1997 filed pursuant to Section 13 of the Act;

        (f)    The  Registrant's  Current Report on Form 8-K dated September 30,
               1997 filed pursuant to Section 13 of the Act; and

        (g)    The  description of the Common Stock  contained under the caption
               "Description  of  Capital  Stock"  in  Registrant's  Registration
               Statement on Form S-1, File No.  33-95878,  originally filed with
               the  Commission  on August 21, 1995,  including  any amendment or
               report filed for the purpose of updating such description.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated  or  deemed to be  incorporated  herein by  reference  modifies  or
supersedes such prior  statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

        Not Applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel.

        As of the date of this Registration Statement, members of the firm Irell
& Manella LLP owned an aggregate of approximately 15,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

        Section  145  of  the  Delaware  General   Corporation  Law  empowers  a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation or enterprise (other
than a suit by or in the right of the  corporation).  In any case, a corporation
may indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the case
of an action by or in the right of the corporation,  no  indemnification  may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine  that,  despite the  adjudication  of liability,  such person is
fairly and  reasonably  entitled to indemnity for such expenses  which the court
shall deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or proceeding  referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

        The Restated Certificate of Incorporation of the Registrant provides, in
effect, that, to the extent and under the circumstances permitted by Section 145
of the Delaware  General  Corporation  Law, the Registrant  shall  indemnify any
person who was or is a party or is  threatened to be made a party to any action,
suit or proceeding of the type described  above by reason of the fact that he or
she is or was a director or officer of the Registrant,  is or was serving at the
request of the  Registrant  as a director or officer of another  corporation  or
enterprise,  or  was  a  director  or  officer  of a  corporation  which  was  a
predecessor  corporation  of the  Registrant  or of  another  enterprise  at the
request  of  such   predecessor   corporation.   The  Restated   Certificate  of
Incorporation  of the Registrant also provides,  in effect,  that, to the extent
and under the  circumstances  permitted by Section 145 of the  Delaware  General
Corporation Law, the Registrant shall have the power to indemnify any person who
was or is a party or is  threatened  to be made a party to any  action,  suit or
proceeding of the type  described  above by reason of the fact that he or she is
or was an employee or agent of the Registrant,  is or was serving at the request
of the Registrant as an employee or agent of another  corporation or enterprise,
or was an employee or agent of a corporation which was a predecessor corporation
of the  Registrant or of another  enterprise at the request of such  predecessor
corporation.

        As  permitted  by the  Delaware  General  Corporation  Law, the Restated
Certificate of Incorporation of the Registrant  contains provisions limiting the
personal  liability  of the  Registrant's  directors  for  violations  of  their
fiduciary  duty.  Such  provisions  eliminate each  director's  liability to the
Registrant or its stockholders for monetary damages except (i) for any breach of
the director's duty of loyalty;  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law;  (iii)
pursuant to Section 174 of the Delaware  General  Corporation  Law providing for
liability of  directors  for  unlawful  payment of  dividends or unlawful  stock
purchase or  redemptions;  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

           4.1 Stock Option and Restricted Stock Purchase Plan 3.0 (incorporated
               by reference to  Registrant's  definitive  Proxy  Statement dated
               July 18, 1997 for its 1997 Annual Meeting of Stockholders)

           4.2 Form of Incentive  Stock  Option  Agreement  for options  granted
               during  and  after   September   1995   through   June  24,  1997
               (incorporated  by  reference  to  Exhibit  10.25 to  Registrant's
               Registration Statement on Form S-1, File No. 33-95878)

           4.3 Form of Nonqualified  Stock Option  Agreement for options granted
               during  and  after   September   1995   through   June  24,  1997
               (incorporated  by  reference  to  Exhibit  10.26 to  Registrant's
               Registration Statement on Form S-1, File No. 33-95878)

          4.4  Form of Incentive Stock Option Agreement for options granted from
               and after June 24, 1997

                                       3
4.5  Form of Nonqualified  Stock Option  Agreement for options granted
               from and after June 24, 1997

          4.6  Specimen of Common Stock  Certificate  (incorporated by reference
               to Exhibit 4.1 to  Registrant's  Registration  Statement  on Form
               S-1, File No. 33-95878)

          4.7  Registrant's Restated Certificate of Incorporation  (incorporated
               by  reference  to  Exhibit  3.1  to   Registrant's   Registration
               Statement on Form S-1, File No. 33-95878)

           4.8 Registrant's   Restated  Bylaws  (incorporated  by  reference  to
               Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
               quarter ended September 29, 1997)

          5    Opinion of Irell & Manella  LLP as to the  legality of the shares
               of Common Stock being registered

          23.1 Written Consent of KPMG Peat Marwick LLP

          23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

Item 9.  Undertakings.

        (a)    The undersigned registrant hereby undertakes:

               (1)    To file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      Registration Statement:

                    (i)  to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  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 the Registration Statement;

                      (iii)  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;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(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 Section  15(d) of the  Exchange Act 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 of 1933,
               each filing of the Registrant's annual report pursuant to Section
               13(a) or Section  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  may be  permitted  to  directors,  officers  and
               controlling  persons of the Registrant  pursuant to the foregoing
               provisions or otherwise,  the Registrant has been advised that in
               the  opinion of the  Securities  and  Exchange  Commission,  such
               indemnification  is against  public  policy as  expressed  in the
               Securities  Act and is,  therefore,  unenforceable.  In the event
               that a claim for indemnification  against such liabilities (other
               than the payment by the  Registrant of expenses  incurred or paid
               by a director, officer or controlling person of the Registrant in
               the  successful  defense of any action,  suit or  proceeding)  is
               asserted  by such  director,  officer  or  controlling  person in
               connection with the securities being  registered,  the Registrant
               will,  unless in the  opinion of its  counsel the matter has 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.

                                       4
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Austin, State of Texas, on the April 2, 1998.

                             ROSS TECHNOLOGY, INC.,
                             a Delaware corporation

                             By:/s/ Jack W. Simpson, Sr.
                             ---------------------------
                              Jack W. Simpson, Sr.
                              President & Chief Executive Officer

                                       5
Pursuant to the  requirements  of the Securities  Act, this Amendment to
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

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

/s/ Jack W. Simpson, Sr.          Director, President            
---------------------------       and Chief Executive Officer      April 2, 1998
Jack W. Simpson, Sr.              

/s/ Francis S. (Kit) Webster III  Chief Financial Officer        
---------------------------       and Secretary                    April 2, 1998
Francis S. (Kit) Webster III      

        (1)                       Chief Accounting Officer       
---------------------------       and Corporate Controller         April 2, 1998
Carter L. Godwin                  

        (1)                       Director                       
---------------------------                                        April 2, 1998
Fred T. May

        (1)                       Director                       
---------------------------                                        April 2, 1998
Masahiro Saida

        (1)                       Director                       
---------------------------                                        April 2, 1998
Yasushi Tajiri 

/s/ Edward F. Thompson            Director                      
---------------------------                                        April 2, 1998
Edward F. Thompson

(1) By Edward F. Thompson, as Attorney-in-fact

                                       6
EXHIBIT INDEX
                                  -------------

Exhibit
Number                            Description         
-------                          -------------

  4.1  Stock Option and Restricted Stock Purchase Plan 3.0 (incorporated
       by reference to  Registrant's  definitive  Proxy  Statement dated
       July 18, 1997 for its 1997 Annual Meeting of Stockholders)

  4.2  Form of Incentive  Stock  Option  Agreement  for options  granted
       during  and  after   September   1995   through   June  24,  1997
       (incorporated  by  reference  to  Exhibit  10.25 to  Registrant's
       Registration Statement on Form S-1, File No. 33-95878)

  4.3  Form of Nonqualified  Stock Option  Agreement for options granted
       during  and  after   September   1995   through   June  24,  1997
       (incorporated  by  reference  to  Exhibit  10.26 to  Registrant's
       Registration Statement on Form S-1, File No. 33-95878)

  4.4  Form of Incentive Stock Option Agreement for options granted from
       and after June 24, 1997

  4.5  Form of Nonqualified  Stock Option  Agreement for options granted
       from and after June 24, 1997

  4.6  Specimen of Common Stock  Certificate  (incorporated by reference
       to Exhibit 4.1 to  Registrant's  Registration  Statement  on Form
       S-1, File No. 33-95878)

  4.7  Registrant's Restated Certificate of Incorporation  (incorporated
       by  reference  to  Exhibit  3.1  to   Registrant's   Registration
       Statement on Form S-1, File No. 33-95878)

  4.8  Registrant's   Restated  Bylaws  (incorporated  by  reference  to
       Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
       quarter ended September 29, 1997)

  5    Opinion of Irell & Manella  LLP as to the  legality of the shares
       of Common Stock being registered

  23.1 Written Consent of KPMG Peat Marwick LLP

  23.2 Written Consent of Irell & Manella LLP (included in Exhibit 5)

                                       i