As filed with the Securities and Exchange Commission on March 17, 1998

                                                      Registration No. 333-_____

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


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                           ELANTEC SEMICONDUCTOR, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                       77-0408929
    (State of Incorporation)                            (I.R.S. Employer
                                                       Identification No.)

                              675 Trade Zone Blvd.
                           Milpitas, California 95035
                    (Address of Principal Executive Offices)

                           1995 Equity Incentive Plan
                            (Full Title of the Plan)

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

                                  David O'Brien
                      President and Chief Executive Officer
                           Elantec Semiconductor, Inc.
                              675 Trade Zone Blvd.
                           Milpitas, California 95035
                                 (408) 945-1323
            (Name, Address and Telephone Number of Agent for Service)

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

                                    Copy to:

                            Robert A. Freedman, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

============================================================================================================================
   Title of Each Class of Securities      Amount to be      Proposed Maximum         Proposed Maximum         Amount of
           to be Registered                Registered      Offering Price Per       Aggregate Offering    Registration Fee
                                                                  Share                   Price
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                     <C>                <C>
Common Stock, $0.001 par value            400,000(1)            $9.625(2)               $3,850,000(2)      $1,135.75(3)
============================================================================================================================
<FN>

  (1)  Additional  shares  reserved for issuance  upon exercise of stock options
       under Registrant's 1995 Equity Incentive Plan pursuant to an amendment of
       such plan  made  effective  February  20,  1998.  Shares  issuable  under
       Registrant's  1995 Equity Incentive Plan were originally  registered on a
       Registration Statement on Form S-8 filed on November 1, 1995 (File Number
       33-98880).

  (2)  Estimated  as of March 16, 1998  pursuant  to Rule 457(c)  solely for the
       purpose of calculating the registration fee.

  (3)  Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended. This amount equals $295 per $1,000,000 pro-rated of the proposed
       maximum aggregate offering price.
</FN>
</TABLE>


<PAGE>


                           ELANTEC SEMICONDUCTOR, INC.
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended  September  30,  1997 filed on  December  29,  1997
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934, as amended (the "Exchange Act"),  which contains audited
                  financial  statements for the  Registrant's  fiscal year ended
                  September 30, 1997.

         (b)      (i) The  Registrant's  Quarterly  Report  on Form 10-Q for the
                  fiscal  quarter ended  December 31, 1997 filed on February 13,
                  1998 pursuant to Section 13(a) of the Exchange Act.

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  August 29, 1995 with the Commission under Section 12(g) of the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
the  Registrant's   Certificate  of  Incorporation  includes  a  provision  that
eliminates  the personal  liability of its  directors  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 corporation or its  stockholders,  (ii)
for acts or omissions not in good faith or that involve  intentional  misconduct
or a knowing  violation of law, (iii) under section 174 of the Delaware  General
Corporation  Law regarding  unlawful  dividends or  redemptions  or (iv) for any
transaction from which the director  derived an improper  personal  benefit.  In
addition,  as permitted by Section 145 of the Delaware General  Corporation Law,
the Bylaws of the  Registrant  provide that:  (i) the  Registrant is required to
indemnify its directors and executive  officers to the fullest extent  permitted
by the Delaware General Corporation Law, (ii) the Registrant may indemnify other
officers,  employees and agents as set forth in the Delaware General Corporation
Law, (iii) to the fullest extent permitted by the

<PAGE>


Delaware  General  Corporation  Law,  the  Registrant  is  required  to  advance
expenses,  as incurred,  to its directors  and executive  officers in connection
with a legal proceeding subject to certain exceptions, (iv) the rights conferred
in the Bylaws are not exclusive,  (v) the Registrant is authorized to enter into
indemnification  agreements with its directors,  officers,  employees and agents
and  (vi) the  Registrant  may only  amend  the  Bylaw  provisions  relating  to
indemnification matters prospectively.

         The Registrant has entered into indemnity  agreements  with each of its
directors  and  executive  officers.   The  indemnity  agreements  provide  that
directors and executive  officers will be  indemnified  and held harmless to the
fullest  possible  extent  permitted  by  law  including  against  all  expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of the  Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are  serving  in such  capacities  at the  request of the  Registrant.  The
Registrant  will not be  obligated  pursuant to the  agreements  to indemnify or
advance  expenses to an indemnified  party with respect to proceedings or claims
(i) initiated by the  indemnified  party and not by way of defense,  except with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings  brought to enforce a right to  indemnification  under the indemnity
agreements;  (ii) for any amounts paid in settlement of a proceeding  unless the
Registrant  consents to such  settlement;  (iii) on account of any suit in which
judgment is rendered against the indemnified  party for an accounting of profits
made from the purchase or sale by the  indemnified  party of  securities  of the
Registrant  pursuant to the  provisions of 16(b) of the Exchange Act and related
laws;  (iv) on  account  of  conduct  by an  indemnified  party  that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably  believe  to be in, or not  opposed  to,  the best  interests  of the
Registrant;  (v) on account of any criminal action or proceeding  arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having  jurisdiction  in the matter shall
determine that such indemnification is not lawful.

         The  indemnity  agreements  require a director or executive  officer to
reimburse  the  Registrant  for  expenses  advanced  only  to the  extent  it is
ultimately  determined  that the director or executive  officer is not entitled,
under Delaware law, the Bylaws,  his or her indemnity  agreement or otherwise to
be indemnified for such expenses. The indemnity agreements provide that they are
not  exclusive of any rights a director or executive  officer may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested  directors,  the Delaware law,
or otherwise.

         The  indemnification   provision  in  the  Bylaws,  and  the  indemnity
agreements  entered into between the  Registrant and its directors and executive
officers,   may  be  sufficiently   broad  to  permit   indemnification  of  the
Registrant's  directors and executive officers for liabilities arising under the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act").   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company 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.

Item 8.  Exhibits.

               4.01      Registrant's  1995 Equity  Incentive  Plan,  as amended
                         through February 20, 1998.

               4.02      Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  August  18,
                         1995.(1)

<PAGE>


               4.03      Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         August 24, 1995.(2)

               4.04      Registrant's  Certificate  of  Elimination of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         October 19, 1995.(3)

               4.05      Registrant's Bylaws, as amended.(4)

               5.01      Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent of Ernst & Young LLP, Independent Auditors.

               24.01     Power of Attorney (see page 6).

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

         (1)      Incorporated  herein by  reference  to Exhibit  3(i).01 to the
                  Registrant's  Registration  Statement  on Form S-1  (File  No.
                  33-96136)  filed on August 24, 1995, as  subsequently  amended
                  (the "Form S-1 Registration Statement").

         (2)      Incorporated  herein  by  reference  to  Exhibit  4.02  to the
                  Registrant's  Registration  Statement  on Form S-8  (File  No.
                  33-98880)   filed  on   November   1,  1995  (the   "Form  S-8
                  Registration Statement").

         (3)      Incorporated  herein by  reference to Exhibit 4.03 to the Form
                  S-8 Registration Statement.

         (4)      Incorporated  herein by reference  to Exhibit  3(ii).02 to the
                  Form S-1 Registration Statement.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

                  (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. Notwithstanding the foregoing, any increase or decrease in the 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 and 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) if, in the  aggregate,  the
changes in volume and price represent no more than a twenty percent (20%) change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective

<PAGE>


amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.

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

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the provisions  discussed in Item 6 hereof, 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  hereby, 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.

<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 Milpitas,  State of  California,  on the 17th day of
March, 1998.

                           ELANTEC SEMICONDUCTOR, INC.

                            By:   /s/ David O'Brien
                                  -------------------------------------
                                  David O'Brien
                                  President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  David  O'Brien  his true and  lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this  Registration  Statement on Form
S-8,  and to file the same  with  all  exhibits  thereto  and all  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully to all intents and purposes as he or it might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

<CAPTION>
       Signature                                          Title                                      Date
------------------------                               -----------                             --------------
<S>                                         <C>                                                <C> 
Principal Executive Officer
and Director:

/s/ David O'Brien                           President, Chief Executive Officer,                March 17, 1998
------------------------------------        and a Director                                                   
David O'Brien                               

Principal Financial Officer:

/s/ Ephraim Kwok                            Vice President Finance and Administration,         March 17, 1998
------------------------------------        Chief Financial Officer and Secretary                            
Ephraim Kwok                                

Additional Directors:

/s/ James V. Diller                         Chairman of the Board and a Director               March 17, 1998
------------------------------------
James V. Diller

/s/ Chuck K. Chan                           Director                                           March 17, 1998
------------------------------------
Chuck K. Chan

/s/ B. Yeshwant Kamath                      Director                                           March 17, 1998
------------------------------------
B. Yeshwant Kamath

/s/ Alan V. King                            Director                                           March 17, 1998
------------------------------------
Alan V. King
</TABLE>

<PAGE>



                                  Exhibit Index



            Exhibit No.  Description
            -----------  ------------

                4.01     Registrant's  1995 Equity  Incentive  Plan,  as amended
                         through February 20, 1998.

                4.02     Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  August  18,
                         1995.(1)

                4.03     Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         August 24, 1995.(2)

                4.04     Registrant's  Certificate  of  Elimination of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         October 19, 1995.(3)

                4.05     Registrant's Bylaws, as amended.(4)

                5.01     Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent of Ernst & Young LLP, Independent Auditors.

               24.01     Power of Attorney (see page 6).

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

         (1)      Incorporated  herein by  reference  to Exhibit  3(i).01 to the
                  Registrant's  Registration  Statement  on Form S-1  (File  No.
                  33-96136)  filed on August 24, 1995, as  subsequently  amended
                  (the "Form S-1 Registration Statement").

         (2)      Incorporated  herein  by  reference  to  Exhibit  4.02  to the
                  Registrant's  Registration  Statement  on Form S-8  (File  No.
                  33-98880)   filed  on   November   1,  1995  (the   "Form  S-8
                  Registration Statement").

         (3)      Incorporated  herein by  reference to Exhibit 4.03 to the Form
                  S-8 Registration Statement.

         (4)      Incorporated  herein by reference  to Exhibit  3(ii).02 to the
                  Form S-1 Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23379}]
{"company-data": {"conformed-name": "ELANTEC SEMICONDUCTOR INC", "cik": "0000949872", "assigned-sic": "3674", "irs-number": "770408929", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48101", "film-number": "98567461"}, "business-address": {"street1": "675 TRADE ZONE BOULEVARD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089451323"}, "mail-address": {"street1": "675 TRADE ZONE BOULEVARD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on March 17, 1998

                                                      Registration No. 333-_____

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                           ELANTEC SEMICONDUCTOR, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                       77-0408929
    (State of Incorporation)                            (I.R.S. Employer
                                                       Identification No.)

                              675 Trade Zone Blvd.
                           Milpitas, California 95035
                    (Address of Principal Executive Offices)

                           1995 Equity Incentive Plan
                            (Full Title of the Plan)

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

                                  David O'Brien
                      President and Chief Executive Officer
                           Elantec Semiconductor, Inc.
                              675 Trade Zone Blvd.
                           Milpitas, California 95035
                                 (408) 945-1323
            (Name, Address and Telephone Number of Agent for Service)

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

                                    Copy to:

                            Robert A. Freedman, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE

============================================================================================================================
   Title of Each Class of Securities      Amount to be      Proposed Maximum         Proposed Maximum         Amount of
           to be Registered                Registered      Offering Price Per       Aggregate Offering    Registration Fee
                                                                  Share                   Price
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value            400,000(1)            $9.625(2)               $3,850,000(2)      $1,135.75(3)
============================================================================================================================
(1)  Additional  shares  reserved for issuance  upon exercise of stock options
       under Registrant's 1995 Equity Incentive Plan pursuant to an amendment of
       such plan  made  effective  February  20,  1998.  Shares  issuable  under
       Registrant's  1995 Equity Incentive Plan were originally  registered on a
       Registration Statement on Form S-8 filed on November 1, 1995 (File Number
       33-98880).

  (2)  Estimated  as of March 16, 1998  pursuant  to Rule 457(c)  solely for the
       purpose of calculating the registration fee.

  (3)  Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended. This amount equals $295 per $1,000,000 pro-rated of the proposed
       maximum aggregate offering price.
ELANTEC SEMICONDUCTOR, INC.
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended  September  30,  1997 filed on  December  29,  1997
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934, as amended (the "Exchange Act"),  which contains audited
                  financial  statements for the  Registrant's  fiscal year ended
                  September 30, 1997.

         (b)      (i) The  Registrant's  Quarterly  Report  on Form 10-Q for the
                  fiscal  quarter ended  December 31, 1997 filed on February 13,
                  1998 pursuant to Section 13(a) of the Exchange Act.

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  August 29, 1995 with the Commission under Section 12(g) of the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
the  Registrant's   Certificate  of  Incorporation  includes  a  provision  that
eliminates  the personal  liability of its  directors  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 corporation or its  stockholders,  (ii)
for acts or omissions not in good faith or that involve  intentional  misconduct
or a knowing  violation of law, (iii) under section 174 of the Delaware  General
Corporation  Law regarding  unlawful  dividends or  redemptions  or (iv) for any
transaction from which the director  derived an improper  personal  benefit.  In
addition,  as permitted by Section 145 of the Delaware General  Corporation Law,
the Bylaws of the  Registrant  provide that:  (i) the  Registrant is required to
indemnify its directors and executive  officers to the fullest extent  permitted
by the Delaware General Corporation Law, (ii) the Registrant may indemnify other
officers,  employees and agents as set forth in the Delaware General Corporation
Law, (iii) to the fullest extent permitted by the
Delaware  General  Corporation  Law,  the  Registrant  is  required  to  advance
expenses,  as incurred,  to its directors  and executive  officers in connection
with a legal proceeding subject to certain exceptions, (iv) the rights conferred
in the Bylaws are not exclusive,  (v) the Registrant is authorized to enter into
indemnification  agreements with its directors,  officers,  employees and agents
and  (vi) the  Registrant  may only  amend  the  Bylaw  provisions  relating  to
indemnification matters prospectively.

         The Registrant has entered into indemnity  agreements  with each of its
directors  and  executive  officers.   The  indemnity  agreements  provide  that
directors and executive  officers will be  indemnified  and held harmless to the
fullest  possible  extent  permitted  by  law  including  against  all  expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of the  Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are  serving  in such  capacities  at the  request of the  Registrant.  The
Registrant  will not be  obligated  pursuant to the  agreements  to indemnify or
advance  expenses to an indemnified  party with respect to proceedings or claims
(i) initiated by the  indemnified  party and not by way of defense,  except with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings  brought to enforce a right to  indemnification  under the indemnity
agreements;  (ii) for any amounts paid in settlement of a proceeding  unless the
Registrant  consents to such  settlement;  (iii) on account of any suit in which
judgment is rendered against the indemnified  party for an accounting of profits
made from the purchase or sale by the  indemnified  party of  securities  of the
Registrant  pursuant to the  provisions of 16(b) of the Exchange Act and related
laws;  (iv) on  account  of  conduct  by an  indemnified  party  that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably  believe  to be in, or not  opposed  to,  the best  interests  of the
Registrant;  (v) on account of any criminal action or proceeding  arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having  jurisdiction  in the matter shall
determine that such indemnification is not lawful.

         The  indemnity  agreements  require a director or executive  officer to
reimburse  the  Registrant  for  expenses  advanced  only  to the  extent  it is
ultimately  determined  that the director or executive  officer is not entitled,
under Delaware law, the Bylaws,  his or her indemnity  agreement or otherwise to
be indemnified for such expenses. The indemnity agreements provide that they are
not  exclusive of any rights a director or executive  officer may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested  directors,  the Delaware law,
or otherwise.

         The  indemnification   provision  in  the  Bylaws,  and  the  indemnity
agreements  entered into between the  Registrant and its directors and executive
officers,   may  be  sufficiently   broad  to  permit   indemnification  of  the
Registrant's  directors and executive officers for liabilities arising under the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act").   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company 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.

Item 8.  Exhibits.

               4.01      Registrant's  1995 Equity  Incentive  Plan,  as amended
                         through February 20, 1998.

               4.02      Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  August  18,
                         1995.(1)
4.03      Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         August 24, 1995.(2)

               4.04      Registrant's  Certificate  of  Elimination of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         October 19, 1995.(3)

               4.05      Registrant's Bylaws, as amended.(4)

               5.01      Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent of Ernst & Young LLP, Independent Auditors.

               24.01     Power of Attorney (see page 6).

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

         (1)      Incorporated  herein by  reference  to Exhibit  3(i).01 to the
                  Registrant's  Registration  Statement  on Form S-1  (File  No.
                  33-96136)  filed on August 24, 1995, as  subsequently  amended
                  (the "Form S-1 Registration Statement").

         (2)      Incorporated  herein  by  reference  to  Exhibit  4.02  to the
                  Registrant's  Registration  Statement  on Form S-8  (File  No.
                  33-98880)   filed  on   November   1,  1995  (the   "Form  S-8
                  Registration Statement").

         (3)      Incorporated  herein by  reference to Exhibit 4.03 to the Form
                  S-8 Registration Statement.

         (4)      Incorporated  herein by reference  to Exhibit  3(ii).02 to the
                  Form S-1 Registration Statement.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

                  (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. Notwithstanding the foregoing, any increase or decrease in the 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 and 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) if, in the  aggregate,  the
changes in volume and price represent no more than a twenty percent (20%) change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.

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

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the provisions  discussed in Item 6 hereof, 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  hereby, 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.
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 Milpitas,  State of  California,  on the 17th day of
March, 1998.

                           ELANTEC SEMICONDUCTOR, INC.

                            By:   /s/ David O'Brien
                                  -------------------------------------
                                  David O'Brien
                                  President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  David  O'Brien  his true and  lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this  Registration  Statement on Form
S-8,  and to file the same  with  all  exhibits  thereto  and all  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully to all intents and purposes as he or it might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                          Title                                      Date
------------------------                               -----------                             --------------
Principal Executive Officer
and Director:

/s/ David O'Brien                           President, Chief Executive Officer,                March 17, 1998
------------------------------------        and a Director                                                   
David O'Brien                               

Principal Financial Officer:

/s/ Ephraim Kwok                            Vice President Finance and Administration,         March 17, 1998
------------------------------------        Chief Financial Officer and Secretary                            
Ephraim Kwok                                

Additional Directors:

/s/ James V. Diller                         Chairman of the Board and a Director               March 17, 1998
------------------------------------
James V. Diller

/s/ Chuck K. Chan                           Director                                           March 17, 1998
------------------------------------
Chuck K. Chan

/s/ B. Yeshwant Kamath                      Director                                           March 17, 1998
------------------------------------
B. Yeshwant Kamath

/s/ Alan V. King                            Director                                           March 17, 1998
------------------------------------
Alan V. King
Exhibit Index

            Exhibit No.  Description
            -----------  ------------

                4.01     Registrant's  1995 Equity  Incentive  Plan,  as amended
                         through February 20, 1998.

                4.02     Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  August  18,
                         1995.(1)

                4.03     Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         August 24, 1995.(2)

                4.04     Registrant's  Certificate  of  Elimination of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         October 19, 1995.(3)

                4.05     Registrant's Bylaws, as amended.(4)

                5.01     Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent of Ernst & Young LLP, Independent Auditors.

               24.01     Power of Attorney (see page 6).

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

         (1)      Incorporated  herein by  reference  to Exhibit  3(i).01 to the
                  Registrant's  Registration  Statement  on Form S-1  (File  No.
                  33-96136)  filed on August 24, 1995, as  subsequently  amended
                  (the "Form S-1 Registration Statement").

         (2)      Incorporated  herein  by  reference  to  Exhibit  4.02  to the
                  Registrant's  Registration  Statement  on Form S-8  (File  No.
                  33-98880)   filed  on   November   1,  1995  (the   "Form  S-8
                  Registration Statement").

         (3)      Incorporated  herein by  reference to Exhibit 4.03 to the Form
                  S-8 Registration Statement.

         (4)      Incorporated  herein by reference  to Exhibit  3(ii).02 to the
                  Form S-1 Registration Statement.