As filed with the Securities and Exchange Commission on January __, 1998
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                            LAM RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)


      Delaware                                          94-2634797
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              4650 Cushing Parkway
                            Fremont, California 94538
   (Address, including zip code, of Registrant's principal executive offices)

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

                        1984 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                               Richard H. Lovgren
                         Vice President, General Counsel
                                  and Secretary
                            LAM RESEARCH CORPORATION
                              4650 Cushing Parkway
                            Fremont, California 94538
                                 (510) 659-0200
            (Name, address and telephone number of agent for service)

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

                                    COPY TO:
                              Twila L. Foster, Esq.
                        JACKSON, TUFTS, COLE & BLACK, LLP
                        650 CALIFORNIA STREET; 32ND FLOOR
                             SAN FRANCISCO, CA 94108
                                 (415) 433-1950

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


<PAGE>

<TABLE>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
                                                          Proposed              Proposed
              Title of                  Amount             Maximum               Maximum         Amount of
            Securities To                To Be         Offering Price           Aggregate      Registration
          Be Registered(1)            Registered          Per Share           Offering Price       Fee
------------------------------------------------------------------------------------------------------------------------------------
    <S>                                 <C>                <C>                <C>                 <C>   
    Common Stock, par value $0.001
       per share

    Upon exercise of options and under  350,000            $18.70(2)          $6,545,000(2)       $1,983
       1984 Employee Stock Purchase
       Plan



<FN>
-----------------------

 (1)     In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933
         (the  "Securities  Act"),  this  Registration  Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.

(2)      Estimated  in  accordance  with Rule 457(h)  under the  Securities  Act
         solely  for the  purpose of  calculating  the total  registration  fee.
         Calculation is based upon 85% (see  explanation in following  sentence)
         of the  average  of the  high and low  prices  of the  Common  Stock as
         reported on the Nasdaq  National Market on January 27, 1998 because the
         price at  which  the  interests  to be  granted  in the  future  may be
         exercised is not currently determinable.  The purchase price of a share
         of Common Stock  pursuant to the 1984  Employee  Stock  Purchase  Plan,
         which plan is  incorporated  by  reference  herein and is  attached  as
         Exhibit  4.1,  is equal to 85% of the fair  market  value of a share of
         Common  Stock on either  the first day or the last day of the  relevant
         offering period, whichever is lower.
</FN>
</TABLE>

                                       2


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are hereby  incorporated by reference the following documents and
information  heretofore  filed with the Securities and Exchange  Commission (the
"Commission").

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1997,  including all material  incorporated  by
                  reference therein;

         2.       The Company's  Quarterly Report on Form 10-Q for the quarterly
                  period  ended   September  30,  1997  including  all  material
                  incorporated by reference therein;

         3.       The Company's  Current Report on Form 8-K reporting  events on
                  August 5,  1997 as filed on August  15,  1997 and  amended  on
                  October 3, 1997;

         4.       The Company's Registration Statement on Form 8-A, which became
                  effective May 4, 1984,  registering the Company's Common Stock
                  under Section 12(g) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act");

         5.       The description of the Company's  Rights Agreement and the Lam
                  Preferred  Stock  Purchase  Rights  contained in the Company's
                  Registration  Statement  on Form 8-A as filed on  January  28,
                  1997 and amended on January 30, 1997; and

         6.       All documents  subsequently  filed by the Company  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   offered   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 part  hereof  from the date of  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.

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
provides in relevant part that "a corporation  shall have power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason of the fact that he is or was a  director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful,"  With  respect  to
derivative  actions,  Section  145(b) of the DGCL provides in relevant part that
"[a] corporation  shall have power to indemnify any person who was or is

                                       3
<PAGE>

a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor . . . [by reason of his  service in one of the  capacities
specified in the preceding  sentence]  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnify  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper."

         The Company's Certificate of Incorporation provides that to the fullest
extent  permitted by the DGCL,  no director of the Company  shall be  personably
liable to the Company or its  stockholders  for  monetary  damages for breach of
fiduciary duty as a director.  The  Certificate of  Incorporation  also provides
that no amendment or repeal of such provision  shall apply to or have any effect
on the right to  indemnification  permitted  thereunder  with  respect to claims
arising  from  acts or  omissions  occurring  in  whole  or in part  before  the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.

         The Company's  Bylaws  provide that the Company shall  indemnify to the
full  extent  authorized  by law  each of its  directors  and  officers  against
expenses  incurred in connection  with any  proceeding  arising by reason of the
fact that such person is or was an agent of the corporation.

         The  Company  has  entered  into  indemnification  agreements  with its
directors and certain of its  officers.  The Company has also obtained on behalf
of its officers and directors  insurance  against  losses arising from any claim
asserted against or incurred by such individual in any such capacity, subject to
certain exclusions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.

          4.1     1984 Employee Stock Purchase Plan.
          4.2(1)  Form of Subscription Agreement under the 1984 Employee Stock
                     Purchase Plan.
          5.1     Opinion of Jackson, Tufts, Cole & Black, LLP, as to legality 
                     of securities being registered.
          23.1    Consent of Ernst & Young LLP, Independent Auditors.
          23.2    Consent of Counsel  *(contained in Exhibit 5.1 above).
          24.1    Power of Attorney (see page II-4).
--------

(1)  Incorporated  by reference to Company's  Annual Report on Form 10-K for the
     fiscal year ended June 30, 1995.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                                       4
<PAGE>

                  (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 purposes of  determining  any liability
                           under the  Securities  Act of 1933,  as amended  (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.

         (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 may be  permitted to  directors,  officers and
                  controlling   persons  of  the  registrant   pursuant  to  the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed   in  the   Securities   Act  and   is,   therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any  action,  suit or  proceeding  ) is asserted by
                  such  director,  officer or  controlling  person in connection
                  with the securities  being  registered,  the registrant  will,
                  unless in the  opinion  of its  counsel  the  matter  has been
                  settled  by  controlling  precedent,  submit  to  a  court  of
                  appropriate    jurisdiction    the   question   whether   such
                  indemnification by it is against public policy as expressed in
                  the   Securities  Act  and  will  be  governed  by  the  final
                  adjudication of such issue.

                                       5
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant,  Lam Research Corporation,  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  Fremont,  State  of
California, on this 30th day of January, 1998.

                                             LAM RESEARCH CORPORATION



                                             By: /s/ Richard H. Lovgren
                                                --------------------------------
                                                 Richard H. Lovgren,
                                                 Vice President, General
                                                 Counsel and Secretary


                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints,  jointly and severally,  Roger
D. Emerick and Richard H. Lovgren his attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), 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  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  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<CAPTION>
Signature                                   Title                               Date
-----------------------------------------------------------------------------------------------

<S>                                        <S>                                  <C>
/s/Roger D. Emerick                        Chairman of the Board                January 30, 1998
-----------------------------
Roger D. Emerick


/s/James W. Bagley                         Chief Executive Officer              January 30, 1998
------------------------------              (Principal Executive Officer)
James W. Bagley                               


/s/Mercedes Johnson                        Vice President and Chief             January 30, 1998
------------------------------             Financial Officer         
Mercedes Johnson                            (Principal Financial and 
                                             Accounting Officer)     
                                           

/s/David G. Arscott                         Director                            January 30, 1998
------------------------------ 
David G. Arscott


/s/Richard J. Elkus, Jr.                    Director                            January 30, 1998
-------------------------------
Richard J. Elkus, Jr.
</TABLE>
                                       6
<PAGE>

<TABLE>
<CAPTION>
Signature                                   Title                               Date
------------------------------------------------------------------------------------------------

<S>                                         <C>                                 <C>
/s/Jack R. Harris                           Director                            January 30, 1998
-------------------------------
Jack R. Harris


/s/Grant M. Inman                           Director                            January 30, 1998
-------------------------------
Grant M. Inman


/s/Osamu Kano                               Director                            January 30, 1998
--------------------------------
Osamu Kano
</TABLE>

                                       7
<PAGE>


                                INDEX OF EXHIBITS

<TABLE>
<CAPTION>
                                                                                Sequentially
                                                                                  Numbered
  Exhibit No.                       Description                                     Page
------------   ---------------------------------------------------------------  ------------
    <S>        <C>                                                                      
     4.1       1984 Stock Purchase Plan

     5.1       Opinion of Jackson, Tufts, Cole & Black, LLP, as to legality of
                 securities being registered
            
    23.1       Consent of Ernst & Young LLP, Independent Auditors
            
    23.2       Consent of Counsel (contained in Exhibit 5.1 above).
            
    24.1       Power of Attorney (see page II-4).
         
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20448}]
{"company-data": {"conformed-name": "LAM RESEARCH CORP", "cik": "0000707549", "assigned-sic": "3559", "irs-number": "942634797", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45265", "film-number": "98517810"}, "business-address": {"street1": "4650 CUSHING PKWY", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5106590200"}, "mail-address": {"street1": "4650 CUSHING PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on January __, 1998
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                            LAM RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                          94-2634797
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              4650 Cushing Parkway
                            Fremont, California 94538
   (Address, including zip code, of Registrant's principal executive offices)

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

                        1984 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                               Richard H. Lovgren
                         Vice President, General Counsel
                                  and Secretary
                            LAM RESEARCH CORPORATION
                              4650 Cushing Parkway
                            Fremont, California 94538
                                 (510) 659-0200
            (Name, address and telephone number of agent for service)

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

                                    COPY TO:
                              Twila L. Foster, Esq.
                        JACKSON, TUFTS, COLE & BLACK, LLP
                        650 CALIFORNIA STREET; 32ND FLOOR
                             SAN FRANCISCO, CA 94108
                                 (415) 433-1950

================================================================================
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed              Proposed
              Title of                  Amount             Maximum               Maximum         Amount of
            Securities To                To Be         Offering Price           Aggregate      Registration
          Be Registered(1)            Registered          Per Share           Offering Price       Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001
       per share

    Upon exercise of options and under  350,000            $18.70(2)          $6,545,000(2)       $1,983
       1984 Employee Stock Purchase
       Plan
-----------------------

 (1)     In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933
         (the  "Securities  Act"),  this  Registration  Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.

(2)      Estimated  in  accordance  with Rule 457(h)  under the  Securities  Act
         solely  for the  purpose of  calculating  the total  registration  fee.
         Calculation is based upon 85% (see  explanation in following  sentence)
         of the  average  of the  high and low  prices  of the  Common  Stock as
         reported on the Nasdaq  National Market on January 27, 1998 because the
         price at  which  the  interests  to be  granted  in the  future  may be
         exercised is not currently determinable.  The purchase price of a share
         of Common Stock  pursuant to the 1984  Employee  Stock  Purchase  Plan,
         which plan is  incorporated  by  reference  herein and is  attached  as
         Exhibit  4.1,  is equal to 85% of the fair  market  value of a share of
         Common  Stock on either  the first day or the last day of the  relevant
         offering period, whichever is lower.
2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are hereby  incorporated by reference the following documents and
information  heretofore  filed with the Securities and Exchange  Commission (the
"Commission").

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1997,  including all material  incorporated  by
                  reference therein;

         2.       The Company's  Quarterly Report on Form 10-Q for the quarterly
                  period  ended   September  30,  1997  including  all  material
                  incorporated by reference therein;

         3.       The Company's  Current Report on Form 8-K reporting  events on
                  August 5,  1997 as filed on August  15,  1997 and  amended  on
                  October 3, 1997;

         4.       The Company's Registration Statement on Form 8-A, which became
                  effective May 4, 1984,  registering the Company's Common Stock
                  under Section 12(g) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act");

         5.       The description of the Company's  Rights Agreement and the Lam
                  Preferred  Stock  Purchase  Rights  contained in the Company's
                  Registration  Statement  on Form 8-A as filed on  January  28,
                  1997 and amended on January 30, 1997; and

         6.       All documents  subsequently  filed by the Company  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   offered   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 part  hereof  from the date of  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.

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
provides in relevant part that "a corporation  shall have power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason of the fact that he is or was a  director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful,"  With  respect  to
derivative  actions,  Section  145(b) of the DGCL provides in relevant part that
"[a] corporation  shall have power to indemnify any person who was or is

                                       3
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor . . . [by reason of his  service in one of the  capacities
specified in the preceding  sentence]  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnify  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper."

         The Company's Certificate of Incorporation provides that to the fullest
extent  permitted by the DGCL,  no director of the Company  shall be  personably
liable to the Company or its  stockholders  for  monetary  damages for breach of
fiduciary duty as a director.  The  Certificate of  Incorporation  also provides
that no amendment or repeal of such provision  shall apply to or have any effect
on the right to  indemnification  permitted  thereunder  with  respect to claims
arising  from  acts or  omissions  occurring  in  whole  or in part  before  the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.

         The Company's  Bylaws  provide that the Company shall  indemnify to the
full  extent  authorized  by law  each of its  directors  and  officers  against
expenses  incurred in connection  with any  proceeding  arising by reason of the
fact that such person is or was an agent of the corporation.

         The  Company  has  entered  into  indemnification  agreements  with its
directors and certain of its  officers.  The Company has also obtained on behalf
of its officers and directors  insurance  against  losses arising from any claim
asserted against or incurred by such individual in any such capacity, subject to
certain exclusions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.

          4.1     1984 Employee Stock Purchase Plan.
          4.2(1)  Form of Subscription Agreement under the 1984 Employee Stock
                     Purchase Plan.
          5.1     Opinion of Jackson, Tufts, Cole & Black, LLP, as to legality 
                     of securities being registered.
          23.1    Consent of Ernst & Young LLP, Independent Auditors.
          23.2    Consent of Counsel  *(contained in Exhibit 5.1 above).
          24.1    Power of Attorney (see page II-4).
--------

(1)  Incorporated  by reference to Company's  Annual Report on Form 10-K for the
     fiscal year ended June 30, 1995.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                                       4
(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 purposes of  determining  any liability
                           under the  Securities  Act of 1933,  as amended  (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.

         (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 may be  permitted to  directors,  officers and
                  controlling   persons  of  the  registrant   pursuant  to  the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed   in  the   Securities   Act  and   is,   therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any  action,  suit or  proceeding  ) is asserted by
                  such  director,  officer or  controlling  person in connection
                  with the securities  being  registered,  the registrant  will,
                  unless in the  opinion  of its  counsel  the  matter  has been
                  settled  by  controlling  precedent,  submit  to  a  court  of
                  appropriate    jurisdiction    the   question   whether   such
                  indemnification by it is against public policy as expressed in
                  the   Securities  Act  and  will  be  governed  by  the  final
                  adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant,  Lam Research Corporation,  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  Fremont,  State  of
California, on this 30th day of January, 1998.

                                             LAM RESEARCH CORPORATION

                                             By: /s/ Richard H. Lovgren
                                                --------------------------------
                                                 Richard H. Lovgren,
                                                 Vice President, General
                                                 Counsel and Secretary

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints,  jointly and severally,  Roger
D. Emerick and Richard H. Lovgren his attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), 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  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  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                   Title                               Date
-----------------------------------------------------------------------------------------------
/s/Roger D. Emerick                        Chairman of the Board                January 30, 1998
-----------------------------
Roger D. Emerick

/s/James W. Bagley                         Chief Executive Officer              January 30, 1998
------------------------------              (Principal Executive Officer)
James W. Bagley                               

/s/Mercedes Johnson                        Vice President and Chief             January 30, 1998
------------------------------             Financial Officer         
Mercedes Johnson                            (Principal Financial and 
                                             Accounting Officer)     
                                           

/s/David G. Arscott                         Director                            January 30, 1998
------------------------------ 
David G. Arscott

/s/Richard J. Elkus, Jr.                    Director                            January 30, 1998
-------------------------------
Richard J. Elkus, Jr.
6
Signature                                   Title                               Date
------------------------------------------------------------------------------------------------
/s/Jack R. Harris                           Director                            January 30, 1998
-------------------------------
Jack R. Harris

/s/Grant M. Inman                           Director                            January 30, 1998
-------------------------------
Grant M. Inman

/s/Osamu Kano                               Director                            January 30, 1998
--------------------------------
Osamu Kano
7
INDEX OF EXHIBITS
Sequentially
                                                                                  Numbered
  Exhibit No.                       Description                                     Page
------------   ---------------------------------------------------------------  ------------
4.1       1984 Stock Purchase Plan

     5.1       Opinion of Jackson, Tufts, Cole & Black, LLP, as to legality of
                 securities being registered
            
    23.1       Consent of Ernst & Young LLP, Independent Auditors
            
    23.2       Consent of Counsel (contained in Exhibit 5.1 above).
            
    24.1       Power of Attorney (see page II-4).
8