As filed with the Securities and Exchange Commission on September 10, 1999
                                      Registration Statement No. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                               SIGMA DESIGNS, INC.
             (Exact name of Registrant as specified in its charter)

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

          California                                           94-2848099
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                                      3577
                          (Primary Standard Industrial
                           Classification Code Number)

                                355 Fairview Way
                               Milpitas, CA 95035
                                 (408) 262-9003
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                               -----------------
                      AMENDED AND RESTATED 1994 STOCK PLAN
                               -----------------

                                  Thinh Q. Tran
                               Sigma Designs, Inc.
                                355 Fairview Way
                               Milpitas, CA 95035
                                 (408) 262-9003
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                              David J. Segre, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

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

<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
======================================== ========================= ====================== ====================== ===================
                                                                          Proposed               Proposed
                                                                           Maximum                Maximum
                                                   Amount                 Offering               Aggregate            Amount of
         Title of Securities to                    to be                    Price                Offering            Registration
             be Registered                       Registered             Per Share (1)            Price (1)               Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
<S>                                               <C>                       <C>                <C>                    <C>
Common Stock issuable under Amended and
Restated 1994 Stock Plan, no par value.....       3,000,000                 $5.67              $17,010,000.00         $4,728.78
======================================== ========================= ====================== ====================== ===================

<FN>
(1)  The  estimated  proposed  maximum  offering  price per share was  estimated
     pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  as amended,
     whereby the per share  price is the  average  between the ask and bid price
     reported in the Nasdaq National Market on September 8, 1999,  which average
     was $5.67.
</FN>
</TABLE>

================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission"):

         1. The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended January 31, 1999.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1999.

         3. The  description of the  Registrant's  Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on November 3, 1986
and amended on September 22, 1989.

         All documents  subsequently filed by Registrant  (including Form 8-Ks),
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 and, prior to the filing of a post-effective  amendment that indicates that
all securities offered under this Registration  Statement have been sold or that
deregisters all securities then remaining unsold  hereunder,  shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing 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.

         Section 317 of the California  Corporations  Code authorizes a court to
award or a corporation's  Board of Directors to grant indemnity to directors and
officers  in terms  sufficiently  broad to  permit  such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the  Securities  Act.  Article IV of the  Registrant's
Second Restated  Articles of  Incorporation  and Article VI of the  Registrant's
Bylaws provide for  indemnification  of its directors,  officers,  employees and
other  agents to the maximum  extent  permitted by the  California  Corporations
Code. In addition,  the Registrant has entered into  Indemnification  Agreements
with its officers and directors.


Item 7. Exemption from Registration Claimed.

         Not applicable.

                                      II-1

<PAGE>


Item 8. Exhibits.

  Exhibit
  Number                            Exhibit
  ------                            -------
   4.1   Sigma Designs, Inc. Amended and Restated 1994 Stock Plan.

   5.1   Opinion of Wilson Sonsini Goodrich & Rosati,  Professional Corporation,
         as to the validity of the securities being registered.

  23.1   Consent of Deloitte & Touche LLP, Independent Auditors.

  23.2   Consent of Wilson Sonsini Goodrich & Rosati,  Professional  Corporation
         (included in Exhibit 5.1).

  24.1   Power of Attorney (see page II-4).


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 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.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or 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.

         (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  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

                                      II-2

<PAGE>


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.

                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Sigma Designs,  Inc.,  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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on this 10th day of September, 1999.


                                             SIGMA DESIGNS, INC.

                                             By:  /s/ Thinh Q. Tran
                                                  ------------------------------
                                                  Thinh Q. Tran
                                                  President and Chief Executive
                                                  Officer


                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints,  jointly and severally,  Thinh
Q.  Tran and Kit  Tsui  his or her  attorneys-in-fact,  each  with the  power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement  on Form S-8,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said attorneys-in-fact,  or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.

<TABLE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated.

<CAPTION>
                  Signature                                        Title                                 Date
                  ---------                                        -----                                 ----
<S>                                             <C>                                               <C>
/s/ Thinh Q. Tran                               Chairman of the Board, Director, Chief            September 10, 1999
-----------------------------------             Executive Officer and President (Principal
Thinh Q. Tran                                   Executive Officer)


/s/ Kit Tsui                                    Director of Finance, Chief Financial              September 10, 1999
-----------------------------------             Officer and Secretary (Principal Financial
Kit Tsui                                        and Accounting Officer)


/s/ William J. Almon                            Director                                          September 10, 1999
-----------------------------------
William J. Almon


/s/ William Wang                                Director                                          September 10, 1999
-----------------------------------
William Wang
</TABLE>

                                                        II-4

<PAGE>


                                INDEX TO EXHIBITS

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

   4.1   Sigma Designs, Inc. Amended and Restated 1994 Stock Plan.

   5.1   Opinion of Wilson Sonsini Goodrich & Rosati,  Professional Corporation,
         as to the validity of the securities being registered.

  23.1   Consent of Deloitte & Touche LLP, Independent Auditors.

  23.2   Consent of Wilson Sonsini Goodrich & Rosati,  Professional  Corporation
         (included in Exhibit 5.1).

  24.1   Power of Attorney (see page II-4).

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14101}]
{"company-data": {"conformed-name": "SIGMA DESIGNS INC", "cik": "0000790715", "assigned-sic": "3577", "irs-number": "942848099", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86875", "film-number": "99709346"}, "business-address": {"street1": "355 FAIRVIEW WAY", "city": "MILPITA", "state": "CA", "zip": "95035-3024", "phone": "4082629003"}, "mail-address": {"street1": "355 FAIRVIEW WAY", "city": "MILPITA", "state": "CA", "zip": "95035-3024"}}
As filed with the Securities and Exchange Commission on September 10, 1999
                                      Registration Statement No. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                               SIGMA DESIGNS, INC.
             (Exact name of Registrant as specified in its charter)

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

          California                                           94-2848099
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                                      3577
                          (Primary Standard Industrial
                           Classification Code Number)

                                355 Fairview Way
                               Milpitas, CA 95035
                                 (408) 262-9003
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                               -----------------
                      AMENDED AND RESTATED 1994 STOCK PLAN
                               -----------------

                                  Thinh Q. Tran
                               Sigma Designs, Inc.
                                355 Fairview Way
                               Milpitas, CA 95035
                                 (408) 262-9003
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                              David J. Segre, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

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

                                                   CALCULATION OF REGISTRATION FEE
======================================== ========================= ====================== ====================== ===================
                                                                          Proposed               Proposed
                                                                           Maximum                Maximum
                                                   Amount                 Offering               Aggregate            Amount of
         Title of Securities to                    to be                    Price                Offering            Registration
             be Registered                       Registered             Per Share (1)            Price (1)               Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock issuable under Amended and
Restated 1994 Stock Plan, no par value.....       3,000,000                 $5.67              $17,010,000.00         $4,728.78
======================================== ========================= ====================== ====================== ===================
(1)  The  estimated  proposed  maximum  offering  price per share was  estimated
     pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  as amended,
     whereby the per share  price is the  average  between the ask and bid price
     reported in the Nasdaq National Market on September 8, 1999,  which average
     was $5.67.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission"):

         1. The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended January 31, 1999.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1999.

         3. The  description of the  Registrant's  Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on November 3, 1986
and amended on September 22, 1989.

         All documents  subsequently filed by Registrant  (including Form 8-Ks),
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 and, prior to the filing of a post-effective  amendment that indicates that
all securities offered under this Registration  Statement have been sold or that
deregisters all securities then remaining unsold  hereunder,  shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing 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.

         Section 317 of the California  Corporations  Code authorizes a court to
award or a corporation's  Board of Directors to grant indemnity to directors and
officers  in terms  sufficiently  broad to  permit  such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the  Securities  Act.  Article IV of the  Registrant's
Second Restated  Articles of  Incorporation  and Article VI of the  Registrant's
Bylaws provide for  indemnification  of its directors,  officers,  employees and
other  agents to the maximum  extent  permitted by the  California  Corporations
Code. In addition,  the Registrant has entered into  Indemnification  Agreements
with its officers and directors.

Item 7. Exemption from Registration Claimed.

         Not applicable.

                                      II-1
Item 8. Exhibits.

  Exhibit
  Number                            Exhibit
  ------                            -------
   4.1   Sigma Designs, Inc. Amended and Restated 1994 Stock Plan.

   5.1   Opinion of Wilson Sonsini Goodrich & Rosati,  Professional Corporation,
         as to the validity of the securities being registered.

  23.1   Consent of Deloitte & Touche LLP, Independent Auditors.

  23.2   Consent of Wilson Sonsini Goodrich & Rosati,  Professional  Corporation
         (included in Exhibit 5.1).

  24.1   Power of Attorney (see page II-4).

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 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.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or 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.

         (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  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

                                      II-2
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.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Sigma Designs,  Inc.,  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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on this 10th day of September, 1999.

                                             SIGMA DESIGNS, INC.

                                             By:  /s/ Thinh Q. Tran
                                                  ------------------------------
                                                  Thinh Q. Tran
                                                  President and Chief Executive
                                                  Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints,  jointly and severally,  Thinh
Q.  Tran and Kit  Tsui  his or her  attorneys-in-fact,  each  with the  power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement  on Form S-8,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said attorneys-in-fact,  or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated.
Signature                                        Title                                 Date
                  ---------                                        -----                                 ----
/s/ Thinh Q. Tran                               Chairman of the Board, Director, Chief            September 10, 1999
-----------------------------------             Executive Officer and President (Principal
Thinh Q. Tran                                   Executive Officer)

/s/ Kit Tsui                                    Director of Finance, Chief Financial              September 10, 1999
-----------------------------------             Officer and Secretary (Principal Financial
Kit Tsui                                        and Accounting Officer)

/s/ William J. Almon                            Director                                          September 10, 1999
-----------------------------------
William J. Almon

/s/ William Wang                                Director                                          September 10, 1999
-----------------------------------
William Wang
II-4
INDEX TO EXHIBITS

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

   4.1   Sigma Designs, Inc. Amended and Restated 1994 Stock Plan.

   5.1   Opinion of Wilson Sonsini Goodrich & Rosati,  Professional Corporation,
         as to the validity of the securities being registered.

  23.1   Consent of Deloitte & Touche LLP, Independent Auditors.

  23.2   Consent of Wilson Sonsini Goodrich & Rosati,  Professional  Corporation
         (included in Exhibit 5.1).

  24.1   Power of Attorney (see page II-4).

                                      II-5