<PAGE>
 
     As filed with the Securities and Exchange Commission on June __, 1996
                                                      Registration No. 333- 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------

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

                        INTEGRATED CIRCUIT SYSTEMS,INC.
             (Exact name of registrant as specified in its charter)

          Pennsylvania                               23-2000174
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

2435 Boulevard of the Generals
Valley Forge, Pennsylvania                                19482
(Address of principal executive offices)                (Zip Code)


                            1992 STOCK OPTION PLAN

                   CONSULTING AGREEMENT WITH RUDOLF GASSNER
                           (Full title of the plan)
                           
                            -----------------------


                                  HOCK E. TAN
               Senior Vice President and Chief Financial Officer
                        Integrated Circuit Systems, Inc.
                         2435 Boulevard of the Generals
                            Valley Forge, PA  19482
                    (Name and address of agent for service)

                                 (610) 630-5300
         (Telephone number, including area code, of agent for service)


                            -----------------------
                                   Copies to:

                              DAVID R. KING, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                         Philadelphia, PA  19103-6993
                                (215) 963-5692

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
    Title of securities       Amount to be        Proposed maximum            Proposed maximum            Amount of
     to be registered         registered     offering price per share     aggregate offering price     registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                          <C>                           <C>  
   Common Stock,                600,000              $  (3)                    $6,959,062.50              $2,399.68
   no par value/(1)/
- --------------------------------------------------------------------------------------------------------------------------- 
   Common Stock,                18,000               $14.375                    $258,750.00                 $89.23
   no par value/(2)/
- ---------------------------------------------------------------------------------------------------------------------------
  Total.....................................................................................              $2,488.91
===========================================================================================================================
</TABLE>

(1)  Represents Common Stock issuable upon exercise of options granted pursuant
     to the Registrant's 1992 Stock Option Plan
(2)  Represents Common Stock issuable upon exercise of options granted pursuant
     to a Consulting Agreement dated November 21, 1995 between the Registrant
     and Rudolf Gassner.
(3)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the price at which options may be exercised (120,000 shares at $11.375
     and 165,000 shares at $13.50) or, where such price is not known and with
     respect to other types of issuances that may be made under the Registrant's
     1992 Stock Option Plan, the average of the reported high and low prices of
     the Common Stock, as reported on the Nasdaq National Market, of $10.6875
     per share on June 24, 1996.

================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 
 
         The following documents, as filed by Integrated Circuit Systems, Inc. 
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934 (the "Exchange Act") are incorporated in
this registration statement by reference :

          (a)  The Registrant's Annual Report on Form 10-K, for the fiscal year
     ended June 30, 1995 filed on September 20, 1995.

          (b)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended September 30, 1995.

          (c)  Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q
     for the quarterly period ended September 30, 1995.

          (d)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended December 30, 1995.

          (e)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended March 30, 1996.

          (f)  The Registrant's Current Report on Form 8-K filed April 12, 1995,
     as amended by Form 8-K/A-1 filed on June 13, 1995.

          (g)  The description of the Registrant's Common Stock, which is
     contained in its Registration Statement on Form 8-A filed under the
     Securities Exchange Act on May 20, 1991, including any amendment or reports
     filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Section 13(a),
     13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
     Statement and prior to the filing of a post-effective amendment to this
     Registration Statement which indicates that all securities offered hereby
     have been sold or which deregisters all securities then remaining unsold,
     shall be deemed to be incorporated by reference in this Registration
     Statement and to be a part hereof from the date of filing of such
     documents.  Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document which also is incorporated by reference herein) modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed to constitute a part hereof except as so modified or
     superseded.


Item 4.  Description of Securities.
         ------------------------- 

          Not applicable.

                                       1
<PAGE>
 
Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

          Not applicable.


Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

          Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person 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 proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.  The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

          Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness.  The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.

          Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.

          Section 23.2 of the Company's Bylaws mandates indemnification of any
director or officer who was or is a party to, or is threatened to be made a
party to, or is called as a witness in connection with, any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Company, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any expenses incurred in connection with any
such action.  Indemnification is required and authorized except where the act or
failure to act giving rise to the claim for indemnification is determined by a
court in a final binding adjudication to have constituted willful misconduct or
recklessness.

          Section 23.4 of the Company's Bylaws mandates the advancement of
expenses to any director or officer who incurred such expenses in defending any
action or proceeding in advance of its final disposition provided that if
required by the PBCL or other applicable law, the payment of such expenses be
made only upon receipt of an undertaking by or on behalf of such person to repay
such amount if it is determined that he is not entitled to indemnification.

          Sections 23.6 and 23.7 of the Company's Bylaws authorize the Company
to further effect or secure its indemnification obligations by depositing funds
in trust or escrow, maintaining insurance, granting a security interest in its
assets or property, establishing a letter of credit, or entering into
indemnification agreements.

                                       2
<PAGE>
 
Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

          Not applicable.

Item 8.  Exhibits.
         -------- 

          The following is a list of exhibits filed as part of this Registration
          Statement.

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

  5.1      --         Opinion of Morgan, Lewis & Bockius LLP.
                    
 23.1      --         Consent of Morgan, Lewis & Bockius LLP
                      (included as part of Exhibit 5.1 hereto).
                    
 23.2      --         Consent of KPMG Peat Marwick LLP.
                    
 24.1      --         Powers of Attorney (included as part of the
                      signature page of this Registration
                      Statement).
                    
 99.1      --         1992 Stock Option Plan, as amended as of
                      November 21, 1995.
                     
 99.2      --         Consulting Agreement dated November 21, 1995
                      between the Registrant and Rudolf Gassner.

 
 
Item 9.  Undertakings.
         ------------ 

     (a)  The undersigned registrant hereby undertakes:

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

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

                   (ii)  To reflect in the prospectus any facts or events 
     arising after the effective date of 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; and

                   (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) of this section do
- -----------------                                                             
not apply if 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 Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                                       3
<PAGE>
 
              (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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Forge, Commonwealth of Pennsylvania on the
25th day of June, 1996.

                                           INTEGRATED CIRCUIT SYSTEMS, INC.


                                           By:   /s/ Hock E. Tan
                                                 -------------------------------
                                                 Hock E. Tan
                                                 Senior Vice President, Chief
                                                 Financial Officer and secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person in so signing also makes,
constitutes and appoints Hock E. Tan his true and lawful attorney-in-fact, with
full power of substitution, to execute and cause to be filed with the Securities
and Exchange Commission, any and all amendments or post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, as the Registrant deems appropriate.

<TABLE>
<CAPTION>
 
 
           Name                             Title                    Date
        ----------                        ---------                --------   
<S>                            <C>                                <C>
 
/s/ David W. Sear               Director, President and Chief      June 25, 1996
- ---------------------------     Executive Officer (Principal
 David W. Sear                  Executive Officer)
                                 

 
/s/ Hock E. Tan                 Senior Vice President, Chief       June 25, 1996
- ---------------------------     Financial Officer and Secretary
Hock E. Tan                     (Principal Financial and Accounting
                                Officer)
 
 
/s/ Henry I. Boreen             Director, Chairman of the Board    June 25, 1996
- ---------------------------
 Henry I. Boreen

 
/s/ Edward H. Arnold            Director                           June 25, 1996
- ---------------------------
 Edward H. Arnold
 
/s/ Rudolf Gassner              Director                           June 25, 1996
- ---------------------------
Rudolf Gassner
 
/s/ Howard L. Morgan, Ph.D.     Director                           June 25, 1996
- ---------------------------
 Howard L. Morgan, Ph.D.
 
/s/ John L. Pickitt             Director                           June 25, 1996
- ---------------------------
John L. Pickitt
 
/s/ Stavro E. Prodromou, Ph.D.  Director                           June 25, 1996
- ------------------------------      
 Stavro E. Prodromou, Ph.D.

</TABLE>

                                       5
<PAGE>
 
                        INTEGRATED CIRCUIT SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

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

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

  5.1      --      Opinion of Morgan, Lewis & Bockius LLP.
 
 23.1      --      Consent of Morgan, Lewis & Bockius LLP
                   (included as part of Exhibit 5.1 hereto).
 
 23.2      --      Consent of KPMG Peat Marwick LLP.
 
 24.1      --      Powers of Attorney (included as part of the signature page 
                   of this Registration Statement).
 
 99.1      --      1992 Stock Option Plan, as amended as of November 21, 1995.
 
 99.2      --      Consulting Agreement dated November 21, 1995 between the 
                   Registrant and Rudolf Gassner.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20506}]
{"company-data": {"conformed-name": "INTEGRATED CIRCUIT SYSTEMS INC", "cik": "0000874689", "assigned-sic": "3674", "irs-number": "232000174", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07293", "film-number": "96589054"}, "business-address": {"street1": "2435 BLVD OF THE GENERALS", "city": "NORRISTOWN", "state": "PA", "zip": "19403", "phone": "6106305300"}, "mail-address": {"street1": "2435 BLVD OF THE GENERALS", "city": "NORRISTOWN", "state": "PA", "zip": "19403"}}
As filed with the Securities and Exchange Commission on June __, 1996
                                                      Registration No. 333- 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------

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

                        INTEGRATED CIRCUIT SYSTEMS,INC.
             (Exact name of registrant as specified in its charter)

          Pennsylvania                               23-2000174
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

2435 Boulevard of the Generals
Valley Forge, Pennsylvania                                19482
(Address of principal executive offices)                (Zip Code)

                            1992 STOCK OPTION PLAN

                   CONSULTING AGREEMENT WITH RUDOLF GASSNER
                           (Full title of the plan)
                           
                            -----------------------

                                  HOCK E. TAN
               Senior Vice President and Chief Financial Officer
                        Integrated Circuit Systems, Inc.
                         2435 Boulevard of the Generals
                            Valley Forge, PA  19482
                    (Name and address of agent for service)

                                 (610) 630-5300
         (Telephone number, including area code, of agent for service)

                            -----------------------
                                   Copies to:

                              DAVID R. KING, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                         Philadelphia, PA  19103-6993
                                (215) 963-5692

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

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
    Title of securities       Amount to be        Proposed maximum            Proposed maximum            Amount of
     to be registered         registered     offering price per share     aggregate offering price     registration fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock,                600,000              $  (3)                    $6,959,062.50              $2,399.68
   no par value/(1)/
- --------------------------------------------------------------------------------------------------------------------------- 
   Common Stock,                18,000               $14.375                    $258,750.00                 $89.23
   no par value/(2)/
- ---------------------------------------------------------------------------------------------------------------------------
  Total.....................................................................................              $2,488.91
===========================================================================================================================
(1)  Represents Common Stock issuable upon exercise of options granted pursuant
     to the Registrant's 1992 Stock Option Plan
(2)  Represents Common Stock issuable upon exercise of options granted pursuant
     to a Consulting Agreement dated November 21, 1995 between the Registrant
     and Rudolf Gassner.
(3)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the price at which options may be exercised (120,000 shares at $11.375
     and 165,000 shares at $13.50) or, where such price is not known and with
     respect to other types of issuances that may be made under the Registrant's
     1992 Stock Option Plan, the average of the reported high and low prices of
     the Common Stock, as reported on the Nasdaq National Market, of $10.6875
     per share on June 24, 1996.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 
 
         The following documents, as filed by Integrated Circuit Systems, Inc. 
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934 (the "Exchange Act") are incorporated in
this registration statement by reference :

          (a)  The Registrant's Annual Report on Form 10-K, for the fiscal year
     ended June 30, 1995 filed on September 20, 1995.

          (b)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended September 30, 1995.

          (c)  Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q
     for the quarterly period ended September 30, 1995.

          (d)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended December 30, 1995.

          (e)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended March 30, 1996.

          (f)  The Registrant's Current Report on Form 8-K filed April 12, 1995,
     as amended by Form 8-K/A-1 filed on June 13, 1995.

          (g)  The description of the Registrant's Common Stock, which is
     contained in its Registration Statement on Form 8-A filed under the
     Securities Exchange Act on May 20, 1991, including any amendment or reports
     filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Section 13(a),
     13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
     Statement and prior to the filing of a post-effective amendment to this
     Registration Statement which indicates that all securities offered hereby
     have been sold or which deregisters all securities then remaining unsold,
     shall be deemed to be incorporated by reference in this Registration
     Statement and to be a part hereof from the date of filing of such
     documents.  Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document which also is incorporated by reference herein) modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed to constitute a part hereof except as so modified or
     superseded.

Item 4.  Description of Securities.
         ------------------------- 

          Not applicable.

                                       1
Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

          Not applicable.

Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

          Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person 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 proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.  The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

          Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness.  The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.

          Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.

          Section 23.2 of the Company's Bylaws mandates indemnification of any
director or officer who was or is a party to, or is threatened to be made a
party to, or is called as a witness in connection with, any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Company, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any expenses incurred in connection with any
such action.  Indemnification is required and authorized except where the act or
failure to act giving rise to the claim for indemnification is determined by a
court in a final binding adjudication to have constituted willful misconduct or
recklessness.

          Section 23.4 of the Company's Bylaws mandates the advancement of
expenses to any director or officer who incurred such expenses in defending any
action or proceeding in advance of its final disposition provided that if
required by the PBCL or other applicable law, the payment of such expenses be
made only upon receipt of an undertaking by or on behalf of such person to repay
such amount if it is determined that he is not entitled to indemnification.

          Sections 23.6 and 23.7 of the Company's Bylaws authorize the Company
to further effect or secure its indemnification obligations by depositing funds
in trust or escrow, maintaining insurance, granting a security interest in its
assets or property, establishing a letter of credit, or entering into
indemnification agreements.

                                       2
Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

          Not applicable.

Item 8.  Exhibits.
         -------- 

          The following is a list of exhibits filed as part of this Registration
          Statement.

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

  5.1      --         Opinion of Morgan, Lewis & Bockius LLP.
                    
 23.1      --         Consent of Morgan, Lewis & Bockius LLP
                      (included as part of Exhibit 5.1 hereto).
                    
 23.2      --         Consent of KPMG Peat Marwick LLP.
                    
 24.1      --         Powers of Attorney (included as part of the
                      signature page of this Registration
                      Statement).
                    
 99.1      --         1992 Stock Option Plan, as amended as of
                      November 21, 1995.
                     
 99.2      --         Consulting Agreement dated November 21, 1995
                      between the Registrant and Rudolf Gassner.

 
 
Item 9.  Undertakings.
         ------------ 

     (a)  The undersigned registrant hereby undertakes:

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

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

                   (ii)  To reflect in the prospectus any facts or events 
     arising after the effective date of 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; and

                   (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) of this section do
- -----------------                                                             
not apply if 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 Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                                       3
(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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Forge, Commonwealth of Pennsylvania on the
25th day of June, 1996.

                                           INTEGRATED CIRCUIT SYSTEMS, INC.

                                           By:   /s/ Hock E. Tan
                                                 -------------------------------
                                                 Hock E. Tan
                                                 Senior Vice President, Chief
                                                 Financial Officer and secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person in so signing also makes,
constitutes and appoints Hock E. Tan his true and lawful attorney-in-fact, with
full power of substitution, to execute and cause to be filed with the Securities
and Exchange Commission, any and all amendments or post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, as the Registrant deems appropriate.
Name                             Title                    Date
        ----------                        ---------                --------
/s/ David W. Sear               Director, President and Chief      June 25, 1996
- ---------------------------     Executive Officer (Principal
 David W. Sear                  Executive Officer)
                                 

 
/s/ Hock E. Tan                 Senior Vice President, Chief       June 25, 1996
- ---------------------------     Financial Officer and Secretary
Hock E. Tan                     (Principal Financial and Accounting
                                Officer)
 
 
/s/ Henry I. Boreen             Director, Chairman of the Board    June 25, 1996
- ---------------------------
 Henry I. Boreen

 
/s/ Edward H. Arnold            Director                           June 25, 1996
- ---------------------------
 Edward H. Arnold
 
/s/ Rudolf Gassner              Director                           June 25, 1996
- ---------------------------
Rudolf Gassner
 
/s/ Howard L. Morgan, Ph.D.     Director                           June 25, 1996
- ---------------------------
 Howard L. Morgan, Ph.D.
 
/s/ John L. Pickitt             Director                           June 25, 1996
- ---------------------------
John L. Pickitt
 
/s/ Stavro E. Prodromou, Ph.D.  Director                           June 25, 1996
- ------------------------------      
 Stavro E. Prodromou, Ph.D.
5
INTEGRATED CIRCUIT SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

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

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

  5.1      --      Opinion of Morgan, Lewis & Bockius LLP.
 
 23.1      --      Consent of Morgan, Lewis & Bockius LLP
                   (included as part of Exhibit 5.1 hereto).
 
 23.2      --      Consent of KPMG Peat Marwick LLP.
 
 24.1      --      Powers of Attorney (included as part of the signature page 
                   of this Registration Statement).
 
 99.1      --      1992 Stock Option Plan, as amended as of November 21, 1995.
 
 99.2      --      Consulting Agreement dated November 21, 1995 between the 
                   Registrant and Rudolf Gassner.