<PAGE>
 
  As filed with the Securities and Exchange Commission on September 10, 1998


                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            GALILEO TECHNOLOGY LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                    Israel                         Not Applicable
         -------------------------------           ----------------
         (State or Other Jurisdiction of           (I.R.S. Employer
         Incorporation or Organization)            Identification No.)

         Moshav Manof, D.N. Misgav, Israel                20184
         ---------------------------------             -----------
         (Address of Principal Executive Offices)       (Zip Code)

      GALILEO TECHNOLOGY LTD. 1998 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
      --------------------------------------------------------------------
                              (Full Title of Plan)

                                  Manuel Alba
                                   President
                            Galileo Technology Inc.
                               142 Charcot Avenue
                           San Jose, California 95131
                         --------------------------------
                    (Name and Address of Agent For Service)

                                 (408) 367-1400
                                 --------------
         (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:  Lior O. Nuchi
                     McCutchen, Doyle, Brown & Enersen, LLP
                               3150 Porter Drive
                       Palo Alto, California  94304-1212
                                 (650) 849-4400

<TABLE> 
<CAPTION> 

                           CALCULATION OF REGISTRATION FEE
===========================================================================================
                                                    Proposed       Proposed
             Title of                                Maximum       Maximum
            Securities                 Amount       Offering      Aggregate     Amount of
              to be                    to be          Price        Offering    Registration
            Registered               Registered   Per Share (1)   Price (1)        Fee
-------------------------------------------------------------------------------------------
<S>                                    <C>           <C>            <C>           <C>
Ordinary Shares, NIS 
0.01 Nominal Value                    100,000        $9.57         $957,000       $283.00
===========================================================================================
</TABLE>

     (1) Estimated solely for the purpose of calculating the registration fee on
         the basis of the average of the high and low prices as reported on the
         Nasdaq National Market System on September 4, 1998.
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed or to be filed with the Commission by
the Registrant are incorporated by reference in this Registration Statement:

          (a) Registrant's latest Annual Report on Form 20-F for the fiscal year
ended December 31, 1997 filed pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934, as amended (the "EXCHANGE ACT").

          (b) Registrant's Quarterly Report on Form 6-K for the quarter ended
June 30, 1998, filed on August 18, 1998 with the Commission.

          (c) The description of the Ordinary Shares of the Registrant contained
in the Registrant's Registration Statement on Form 8-A filed on July 25, 1997.

          In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
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 part thereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Yesha Primes, a member of Primes, Shiloh, Givon & Co., holds 360,000
shares of the Registrant in trust for certain key employees.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Articles of Association provide that the Registrant will indemnify
any Office Holder of the Registrant, as defined in the Companies Ordinance, out
of the assets of the Registrant against all liabilities incurred in good faith
by such Office Holder in the line of his duties for the Registrant or related
thereto.  Such indemnification is subject to limitation by Israeli law and the
Articles of Association.

         The Registrant has entered into separate indemnification agreements
with all its directors and officers. These agreements would require the
Registrant, among other things, to indemnify such directors and officers against
certain liabilities that may arise by reason of their status or service as
directors and officers (other than liabilities arising from willful misconduct
of culpable nature) and to advance expenses, in certain circumstances, incurred
as a result of any proceeding against them as to
<PAGE>
 
which they could be indemnified and to obtain directors' and officers' insurance
if available on reasonable terms.

          Christopher J. Schaepe, a director of the Registrant and General
Partner of WPG Venture Partners III, L.P., which is the General Partner of
Weiss, Peck & Greer Venture Associates III, L.P. and WPG Enterprise Fund II,
L.P. (both of which are or were shareholders of the Registrant), is indemnified
in his role as a director of the Registrant pursuant to the terms of his
respective partnership agreements with the above entities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Index to Exhibits.

ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

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

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

                  (ii)  To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

       provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       registration statement is on Form S-3, Form S-8 or Form F-3, and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports 

                                       2
<PAGE>
 
       filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
       Act that are incorporated by reference in the registration statement.

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

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

       (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 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 provisions described in Item 6, 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.

                                       3
<PAGE>
 
                                   SIGNATURE
                                   ---------

       Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Jose, state of California, on this 10th day
of September, 1998.

                                    GALILEO TECHNOLOGY, LTD.




                                    By:   /s/ George A. Hervey
                                          --------------------
                                          George A. Hervey
                                          Chief Financial Officer

                                       4
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 

Exhibit                                                                    Sequentially  
Number    Exhibit                                                          Numbered Page 
------    -------                                                          -------------  
<S>       <C>                                                              <C> 
 5.1      Opinion regarding legality of securities to be offered
         
 23.1     Consent of Ernst & Young LLP, Independent Auditors
         
 23.2     Consent of Primes, Shiloh, Givon & Co.
          (See Exhibit 5.1)

 99.1     Galileo Technology Ltd. 1998 Nonemployee Directors Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12653}]
{"company-data": {"conformed-name": "GALILEO TECHNOLOGY LTD", "cik": "0001041840", "assigned-sic": "3674", "irs-number": "000000000", "state-of-incorporation": "L3", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63205", "film-number": "98707580"}, "business-address": {"street1": "142 CHARCOTT AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}, "mail-address": {"street1": "142 CHARCOT AVE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on September 10, 1998

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            GALILEO TECHNOLOGY LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                    Israel                         Not Applicable
         -------------------------------           ----------------
         (State or Other Jurisdiction of           (I.R.S. Employer
         Incorporation or Organization)            Identification No.)

         Moshav Manof, D.N. Misgav, Israel                20184
         ---------------------------------             -----------
         (Address of Principal Executive Offices)       (Zip Code)

      GALILEO TECHNOLOGY LTD. 1998 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
      --------------------------------------------------------------------
                              (Full Title of Plan)

                                  Manuel Alba
                                   President
                            Galileo Technology Inc.
                               142 Charcot Avenue
                           San Jose, California 95131
                         --------------------------------
                    (Name and Address of Agent For Service)

                                 (408) 367-1400
                                 --------------
         (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:  Lior O. Nuchi
                     McCutchen, Doyle, Brown & Enersen, LLP
                               3150 Porter Drive
                       Palo Alto, California  94304-1212
                                 (650) 849-4400
CALCULATION OF REGISTRATION FEE
===========================================================================================
                                                    Proposed       Proposed
             Title of                                Maximum       Maximum
            Securities                 Amount       Offering      Aggregate     Amount of
              to be                    to be          Price        Offering    Registration
            Registered               Registered   Per Share (1)   Price (1)        Fee
-------------------------------------------------------------------------------------------
Ordinary Shares, NIS 
0.01 Nominal Value                    100,000        $9.57         $957,000       $283.00
===========================================================================================
(1) Estimated solely for the purpose of calculating the registration fee on
         the basis of the average of the high and low prices as reported on the
         Nasdaq National Market System on September 4, 1998.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed or to be filed with the Commission by
the Registrant are incorporated by reference in this Registration Statement:

          (a) Registrant's latest Annual Report on Form 20-F for the fiscal year
ended December 31, 1997 filed pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934, as amended (the "EXCHANGE ACT").

          (b) Registrant's Quarterly Report on Form 6-K for the quarter ended
June 30, 1998, filed on August 18, 1998 with the Commission.

          (c) The description of the Ordinary Shares of the Registrant contained
in the Registrant's Registration Statement on Form 8-A filed on July 25, 1997.

          In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
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 part thereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Yesha Primes, a member of Primes, Shiloh, Givon & Co., holds 360,000
shares of the Registrant in trust for certain key employees.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Articles of Association provide that the Registrant will indemnify
any Office Holder of the Registrant, as defined in the Companies Ordinance, out
of the assets of the Registrant against all liabilities incurred in good faith
by such Office Holder in the line of his duties for the Registrant or related
thereto.  Such indemnification is subject to limitation by Israeli law and the
Articles of Association.

         The Registrant has entered into separate indemnification agreements
with all its directors and officers. These agreements would require the
Registrant, among other things, to indemnify such directors and officers against
certain liabilities that may arise by reason of their status or service as
directors and officers (other than liabilities arising from willful misconduct
of culpable nature) and to advance expenses, in certain circumstances, incurred
as a result of any proceeding against them as to
which they could be indemnified and to obtain directors' and officers' insurance
if available on reasonable terms.

          Christopher J. Schaepe, a director of the Registrant and General
Partner of WPG Venture Partners III, L.P., which is the General Partner of
Weiss, Peck & Greer Venture Associates III, L.P. and WPG Enterprise Fund II,
L.P. (both of which are or were shareholders of the Registrant), is indemnified
in his role as a director of the Registrant pursuant to the terms of his
respective partnership agreements with the above entities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Index to Exhibits.

ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

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

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

                  (ii)  To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

       provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       registration statement is on Form S-3, Form S-8 or Form F-3, and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports 

                                       2
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
       Act that are incorporated by reference in the registration statement.

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

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

       (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 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 provisions described in Item 6, 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.

                                       3
SIGNATURE
                                   ---------

       Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Jose, state of California, on this 10th day
of September, 1998.

                                    GALILEO TECHNOLOGY, LTD.

                                    By:   /s/ George A. Hervey
                                          --------------------
                                          George A. Hervey
                                          Chief Financial Officer

                                       4
INDEX TO EXHIBITS
Exhibit                                                                    Sequentially  
Number    Exhibit                                                          Numbered Page 
------    -------                                                          -------------
5.1      Opinion regarding legality of securities to be offered
         
 23.1     Consent of Ernst & Young LLP, Independent Auditors
         
 23.2     Consent of Primes, Shiloh, Givon & Co.
          (See Exhibit 5.1)

 99.1     Galileo Technology Ltd. 1998 Nonemployee Directors Plan