AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1997
                           REGISTRATION NO. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                        DALLAS SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)


            DELAWARE                                        75-1935715
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                           4401 SOUTH BELTWOOD PARKWAY
                            DALLAS, TEXAS 75244-3292
          (Address of principal executive offices, including zip code)

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

                        DALLAS SEMICONDUCTOR CORPORATION
                             1987 STOCK OPTION PLAN
                    1993 OFFICER & DIRECTOR STOCK OPTION PLAN
                           (Full titles of the plans)
                       ----------------------------------

C. V. PROTHRO                          COPY TO: M. D. SAMPELS, ESQ.
CHAIRMAN OF THE BOARD,                          JENKENS & GILCHRIST, 
PRESIDENT & CHIEF EXECUTIVE OFFICER              A PROFESSIONAL CORPORATION   
4401 SOUTH BELTWOOD PARKWAY                     1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS  75244-3292                       DALLAS, TEXAS  75202-2799
(Name and address of agent for service)

(972) 371-4000
(Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                       Proposed maximum       Proposed maximum
           Title of                 Amount to           offering price           aggregate                Amount of
 securities to be registered    be registered (1)      per share (2)(3)    offering price (2)(3)    registration fee (3)
------------------------------ -------------------- ---------------------------------------------- -----------------------
Common Stock, par value $.02
<S>                                 <C>                     <C>                 <C>                        <C>    
per share                           1,313,432               $35.75              $38,238,990                $12,619
------------------------------ -------------------- ---------------------------------------------- -----------------------
</TABLE>


(1) Consists of 529,608  shares and 783,824  shares of Common Stock reserved for
issuance to employees of Dallas  Semiconductor  Corporation (the  "Corporation")
pursuant  to: (i) the Dallas  Semiconductor  1987 Stock Option Plan and (ii) the
Dallas  Semiconductor  1993 Officer & Director Stock Option Plan  (collectively,
these two plans shall be referred to as the "Plans"), respectively. In addition,
pursuant  to Rule  416  under  the  Securities  Act of 1933,  this  Registration
Statement  also  covers  an  indeterminate  number of  additional  shares of the
Corporation's  Common  Stock  (the  "Common  Stock")  issuable  pursuant  to the
exercise of options  and/or  awards  granted or to be granted under the Plans to
prevent  dilution that may result from any future stock splits,  stock dividends
or similar transactions  affecting the Common Stock. These additional shares are
also being registered by this Registration Statement.

(2)  Estimated solely for the purpose of computing the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common  stock  offered  hereunder  pursuant  to the  Plans is based  upon (i)
817,980 shares of Common Stock  reserved for issuance  under the Plans,  but not
subject to  outstanding  stock  options  issued under any employee  stock option
plan, at a price of $35.75, which is the average of the highest and lowest price
per share of Common Stock on the New York Stock Exchange,  Inc. on June 9, 1997,
and (ii) the following  shares of Common Stock  reserved for issuance  under the
Plans and subject to stock options  already  granted  under the  Company's  1987
Stock Option Plan and the Company's 1993 Officer & Director Stock Option Plan at
the following exercise prices:

          Number of Shares Subject to                Exercise Price
          Outstanding Employee Share Options            Per Share

                  465,452                                $17.875
                   14,500                                $22.75
                    9,000                                $20.25
                    6,500                                $25.25
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION*

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The contents of the Company's Registration Statements on Form S-8 (Reg.
Nos. 33-24372,  33-36471,  33-40864, 33-48643, 33-68200 and 33-80696) filed with
the  Commission on September 9, 1988,  August 21, 1990,  May 24, 1991,  June 17,
1992,  September 1, 1993 and June 24, 1994,  respectively,  are  incorporated by
reference in this registration statement.

ITEM 8.           EXHIBITS

         Each of the following exhibits is filed herewith:

          5.1     -   Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     -   Consent of Ernst & Young LLP

         23.2     -   Consent of Jenkens & Gilchrist, a Professional Corporation
                     (included in their opinion filed as exhibit 5.1 hereto).


--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

CORPDAL:64313.1 20661-00023

<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Dallas, State of Texas, on April 22, 1997.

                                       DALLAS SEMICONDUCTOR CORPORATION


                                       By: /s/ C. V. Prothro
                                           C. V. Prothro
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer


CORPDAL:64313.1 20661-00023

<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below hereby  constitutes  and appoints C. V. Prothro and M. D. Sampels
and each of them,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully 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                    Capacity                               Date
---------                    --------                               ----

/s/ C. V. Prothro         Chairman of the Board of Directors      April 22, 1997
----------------------    President and Chief Executive Officer
C. V. Prothro                               

/s/ Alan P. Hale          Vice President-Finance                  April 22, 1997
----------------------
Alan P. Hale

/s/ Chao C. Mai           Senior Vice President and Director      April 22, 1997
----------------------
Chao C. Mai

/s/ Michael L. Bolan      Vice President - Marketing and          April 22, 1997
----------------------    Product Development and Director
Michael L. Bolan                          

/s/ M. D. Sampels         Director                                April 22, 1997
----------------------
M. D. Sampels

/s/ Richard L. King       Director                                April 22, 1997
----------------------
Richard L. King

/s/ Carmelo J. Santoro    Director                                April 22, 1997
----------------------
Carmelo J. Santoro

/s/ E. R. Zumwalt, Jr.    Director                                April 22, 1997
----------------------
E. R. Zumwalt, Jr.




CORPDAL:64313.1 20661-00023

<PAGE>


                                INDEX TO EXHIBITS


         Exhibit           Description of Exhibit


          5.1     -   Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     -   Consent of Ernst & Young LLP

         23.2     -   Consent of Jenkens & Gilchrist, a Professional Corporation
                      (included in their opinion filed as exhibit 5.1 hereto).

CORPDAL:64313.1 20661-00023
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10137}]
{"company-data": {"conformed-name": "DALLAS SEMICONDUCTOR CORP", "cik": "0000749420", "assigned-sic": "3674", "irs-number": "751935715", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29247", "film-number": "97624095"}, "business-address": {"street1": "4401 S BELTWOOD PKWY", "city": "DALLAS", "state": "TX", "zip": "75244-3292", "phone": "2144500400"}, "mail-address": {"street2": "4401 S BELTWOOD PKWY", "city": "DALLAS", "state": "TX", "zip": "75244-3292"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1997
                           REGISTRATION NO. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                        DALLAS SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                        75-1935715
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                           4401 SOUTH BELTWOOD PARKWAY
                            DALLAS, TEXAS 75244-3292
          (Address of principal executive offices, including zip code)

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

                        DALLAS SEMICONDUCTOR CORPORATION
                             1987 STOCK OPTION PLAN
                    1993 OFFICER & DIRECTOR STOCK OPTION PLAN
                           (Full titles of the plans)
                       ----------------------------------

C. V. PROTHRO                          COPY TO: M. D. SAMPELS, ESQ.
CHAIRMAN OF THE BOARD,                          JENKENS & GILCHRIST, 
PRESIDENT & CHIEF EXECUTIVE OFFICER              A PROFESSIONAL CORPORATION   
4401 SOUTH BELTWOOD PARKWAY                     1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS  75244-3292                       DALLAS, TEXAS  75202-2799
(Name and address of agent for service)

(972) 371-4000
(Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
           Title of                 Amount to           offering price           aggregate                Amount of
 securities to be registered    be registered (1)      per share (2)(3)    offering price (2)(3)    registration fee (3)
------------------------------ -------------------- ---------------------------------------------- -----------------------
Common Stock, par value $.02
per share                           1,313,432               $35.75              $38,238,990                $12,619
------------------------------ -------------------- ---------------------------------------------- -----------------------
(1) Consists of 529,608  shares and 783,824  shares of Common Stock reserved for
issuance to employees of Dallas  Semiconductor  Corporation (the  "Corporation")
pursuant  to: (i) the Dallas  Semiconductor  1987 Stock Option Plan and (ii) the
Dallas  Semiconductor  1993 Officer & Director Stock Option Plan  (collectively,
these two plans shall be referred to as the "Plans"), respectively. In addition,
pursuant  to Rule  416  under  the  Securities  Act of 1933,  this  Registration
Statement  also  covers  an  indeterminate  number of  additional  shares of the
Corporation's  Common  Stock  (the  "Common  Stock")  issuable  pursuant  to the
exercise of options  and/or  awards  granted or to be granted under the Plans to
prevent  dilution that may result from any future stock splits,  stock dividends
or similar transactions  affecting the Common Stock. These additional shares are
also being registered by this Registration Statement.

(2)  Estimated solely for the purpose of computing the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common  stock  offered  hereunder  pursuant  to the  Plans is based  upon (i)
817,980 shares of Common Stock  reserved for issuance  under the Plans,  but not
subject to  outstanding  stock  options  issued under any employee  stock option
plan, at a price of $35.75, which is the average of the highest and lowest price
per share of Common Stock on the New York Stock Exchange,  Inc. on June 9, 1997,
and (ii) the following  shares of Common Stock  reserved for issuance  under the
Plans and subject to stock options  already  granted  under the  Company's  1987
Stock Option Plan and the Company's 1993 Officer & Director Stock Option Plan at
the following exercise prices:

          Number of Shares Subject to                Exercise Price
          Outstanding Employee Share Options            Per Share

                  465,452                                $17.875
                   14,500                                $22.75
                    9,000                                $20.25
                    6,500                                $25.25
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION*

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The contents of the Company's Registration Statements on Form S-8 (Reg.
Nos. 33-24372,  33-36471,  33-40864, 33-48643, 33-68200 and 33-80696) filed with
the  Commission on September 9, 1988,  August 21, 1990,  May 24, 1991,  June 17,
1992,  September 1, 1993 and June 24, 1994,  respectively,  are  incorporated by
reference in this registration statement.

ITEM 8.           EXHIBITS

         Each of the following exhibits is filed herewith:

          5.1     -   Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     -   Consent of Ernst & Young LLP

         23.2     -   Consent of Jenkens & Gilchrist, a Professional Corporation
                     (included in their opinion filed as exhibit 5.1 hereto).

--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

CORPDAL:64313.1 20661-00023
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Dallas, State of Texas, on April 22, 1997.

                                       DALLAS SEMICONDUCTOR CORPORATION

                                       By: /s/ C. V. Prothro
                                           C. V. Prothro
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer

CORPDAL:64313.1 20661-00023
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below hereby  constitutes  and appoints C. V. Prothro and M. D. Sampels
and each of them,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully 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                    Capacity                               Date
---------                    --------                               ----

/s/ C. V. Prothro         Chairman of the Board of Directors      April 22, 1997
----------------------    President and Chief Executive Officer
C. V. Prothro                               

/s/ Alan P. Hale          Vice President-Finance                  April 22, 1997
----------------------
Alan P. Hale

/s/ Chao C. Mai           Senior Vice President and Director      April 22, 1997
----------------------
Chao C. Mai

/s/ Michael L. Bolan      Vice President - Marketing and          April 22, 1997
----------------------    Product Development and Director
Michael L. Bolan                          

/s/ M. D. Sampels         Director                                April 22, 1997
----------------------
M. D. Sampels

/s/ Richard L. King       Director                                April 22, 1997
----------------------
Richard L. King

/s/ Carmelo J. Santoro    Director                                April 22, 1997
----------------------
Carmelo J. Santoro

/s/ E. R. Zumwalt, Jr.    Director                                April 22, 1997
----------------------
E. R. Zumwalt, Jr.

CORPDAL:64313.1 20661-00023
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit

          5.1     -   Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     -   Consent of Ernst & Young LLP

         23.2     -   Consent of Jenkens & Gilchrist, a Professional Corporation
                      (included in their opinion filed as exhibit 5.1 hereto).

CORPDAL:64313.1 20661-00023