As filed with the Securities and
Exchange Commission on September 22, 2000                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            VIRAGE LOGIC CORPORATION
                              --------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   77-0416232
                                   ----------
                      (I.R.S. Employer Identification No.)

46501 Landing Parkway, Fremont, California                               94538
------------------------------------------                               -----
(Address of Principal Executive Offices)                              (Zip Code)

                           1997 EQUITY INCENTIVE PLAN
                       2000 EMPLOYEE STOCK PURCHASE PLAN
                       ----------------------------------
                            (Full Title of the Plan)

                              Adam A. Kablanian
                     President and Chief Executive Officer
                            Virage Logic Corporation
                             46501 Landing Parkway
                           Fremont, California 94538
                           -------------------------
                    (Name and Address of Agent for Service)

                                 (510) 360-8000
                                 --------------
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                Proposed
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered            Per Share (1)          Offering Price (1)           Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                       <C>                     <C>                     <C>                    <C>
     common stock,              3,189,640             (See Notes to
    par value $.001               shares              Calculation of          $ 25,229,094              $ 6,660
                                                     Registration Fee)
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457(h)  promulgated  under the Securities Act
1933,  as amended  (the  "Securities  Act").  The price per share and  aggregate
offering  price are based  upon (a) the  aggregate  exercise  price   for shares
subject  to  outstanding  options  granted  by  Virage  Logic  Corporation  (the
"Company")  under the 1997 Equity  Incentive Plan or (b) the average of the high
and low prices of the  Company's  Common  Stock as reported on the Nasdaq  Stock
Market for September 20, 2000 for shares reserved for future  issuance  pursuant
to (i) the 1997 Equity  Incentive Plan and (ii) the 2000 Employee Stock Purchase
Plan (pursuant to Rule 457(c) under the Securities Act). The chart below details
the calculations of the registration fee.

                                        1

<PAGE>

                    NOTES TO CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Type of shares                                 Number of shares    Offering Share Price/Registration Fee
---------------------------------------------- -----------------   -------------------------------------
<S>                                            <C>                 <C>
Shares issuable pursuant to outstanding        1,892,750           $ 5,983,246
options under the 1997 Equity Incentive Plan

Shares reserved for the future issuance        1,096,890           $ 16,277,848
pursuant to the 1997 Equity Incentive Plan

Shares reserved for issuance pursuant to the   200,000             $ 2,968,000
2000 Employee Stock Purchase Plan

Proposed Maximum Offering Price                                    $ 25,229,094

Registration Fee                                                   $ 6,660
</TABLE>

                                       2

<PAGE>
                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                   STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed by Virage Logic  Corporation (the "Company")
with the Securities and Exchange  Commission are  incorporated by reference into
this Registration Statement:

     (a)  the final  prospectus  filed under Rule 424(b) of the  Securities  Act
          filed on August 3, 2000; and

     (b)  the  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement Form 8-A, filed July 20, 2000 under
          the Securities  Exchange Act of 1934, as amended (the "Exchange  Act")
          including any amendments or reports filed for the purposes of updating
          such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,  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  herein 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.

     The  validity of the  issuance  of the Common  Stock will be passed upon by
Heller  Ehrman  White &  McAuliffe  LLP  ("Heller  Ehrman").  Heller  Ehrman  or
individual attorneys at the firm who provide services to the Company purchased a
total of 8,000 shares of Common Stock in the Company's initial public offering.

Item 6. Indemnification of Directors and Officers.

     Section 145 of Delaware General Corporation Law permits  indemnification of
officers,  directors and other corporate agents under certain  circumstances and
subject  to  certain   limitations.   The  Company's  restated   Certificate  of
Incorporation  and bylaws  provide that the Company will indemnify its directors
and  executive  officers  to the  full  extent  permitted  by  Delaware  General
Corporation  Law,  including  in  circumstances  in  which   indemnification  is
otherwise discretionary under Delaware law. In addition, the Company has entered
into separate  indemnification  agreements  with its directors  that require the
Company, among other things, to indemnify them against certain liabilities which
may arise by any  reason of their  status or  service  (other  than  liabilities
arising from  willful  misconduct  of a culpable  nature).  The  indemnification
provisions in the Company's restated Certificate of Incorporation and bylaws and
the  indemnification  agreements  entered  into  between  the  Company  and  its
directors may be sufficiently  broad to permit  indemnification of the Company's
officers and  directors for  liabilities  (including  reimbursement  of expenses
incurred) arising under the Securities Act. The Company also maintains  director
and officer  liability  insurance,  to insure its directors and officers against
the  cost  of  defense,  settlement  or  payment  of a  judgment  under  certain
circumstances.

Item 7. Exemption from Registration Claimed.

Not Applicable

                                       3

<PAGE>

Item 8. Exhibits.

Exhibit
Number    Exhibit
-------   -------
     4.1  Amended and Restated  Certificate of  Incorporation  (Incorporated  by
          reference to Exhibit 3.3 to the Registrant's Registration Statement on
          Form S-1, File No. 333-36108,  declared effective by the Commission on
          July 31, 2000).

     4.2  Amended and Restated Bylaws  (Incorporated by reference to Exhibit 3.4
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     4.3  Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     5.1  Opinion of Heller  Ehrman  White & McAuliffe  LLP.

     10.1 Virage Logic Corporation 1997 Equity  Incentive Plan  (Incorporated by
          reference to Exhibit 10.1 to the Registrant's  Registration  Statement
          on Form S-1, File No. 333-36108, declared  effective by the Commission
          on July 31, 2000).

     10.2 Form  of  Option   Agreement   under  1997   Equity   Incentive   Plan
          (Incorporated  by  reference  to  Exhibit  10.2  to  the  Registrant's
          Registration  Statement  on Form  S-1,  File No.  333-36108,  declared
          effective by the Commission on July 31, 2000).

     10.3 2000  Employee  Stock  Purchase  Plan, as amended  prior to the  first
          offering date under that Plan

     23.1 Consent of Ernst & Young LLP, Independent Auditors.

     23.2 Consent  of  Mohler,   Nixon  &  Williams   Accountancy   Corporation,
          independent auditors

     23.3 Consent  of Heller  Ehrman  White &  McAuliffe  LLP  (Included  in its
          opinion filed as Exhibit 5.1).

     24.1 Power of Attorney (Included on the signature page of this Registration
          Statement).

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

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

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

                                       4

<PAGE>

               (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;

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this 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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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 of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       5

<PAGE>

                                   Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Fremont, State of California,  on this 21st day
of September, 2000.

                                       VIRAGE LOGIC CORPORATION

                                       By: /s/ Adam A. Kablanian
                                          Adam A. Kablanian, President and Chief
                                          Executive Officer


                               Power of Attorney

     Each person whose signature  appears below constitutes and appoints Adam A.
Kablanian  and  James  R.  Pekarsky,  or  either  of them,  his true and  lawful
attorney-in-fact,  with the power of substitution and resubstitution, for him in
his  name,  place  or  stead,  in any and  all  capacities,  to sign  any or all
amendments to this Registration  Statement,  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and their agents or substitutes,  may lawfully do or lawfully
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.
<TABLE>
<CAPTION>
          Signature                                          Title                                    Date
          ---------                                          -----                                    ----
<S>                                             <C>                                             <C>
/s/ Adam A. Kablanian                           President, Chief Executive Officer and          September 21, 2000
Adam A. Kablanian                               Director (Principal Executive Officer)


/s/ James R. Pekarsky                           Vice President and Chief Financial Officer      September 21, 2000
James R. Pekarsky                               (Principal Financial and Accounting Officer)


-------------------------------                 Director                                        September ___, 2000
Richard Elkus

-------------------------------                 Director                                        September ___, 2000
Michael Hackworth

/s/ Alexander Shubat                            Director                                        September 21, 2000
Alexander Shubat

-------------------------------                 Director                                        September ___, 2000
Michael Stark

/s/ Dr. Sang Wang                               Director                                        September 21, 2000
Dr. Sang Wang

/s/ Dr. Yervant Zorian                          Vice President and Chief Scientist and          September 21, 2000
Dr. Yervant Zorian                              Director
</TABLE>

                                       6

<PAGE>

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

Exhibit Number Exhibit

Exhibit
Number    Exhibit
-------   -------
     4.1  Amended and Restated  Certificate of  Incorporation  (Incorporated  by
          reference to Exhibit 3.3 to the Registrant's Registration Statement on
          Form S-1, File No. 333-36108,  declared effective by the Commission on
          July 31, 2000).

     4.2  Amended and Restated Bylaws  (Incorporated by reference to Exhibit 3.4
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     4.3  Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     5.1  Opinion of Heller  Ehrman  White & McAuliffe  LLP.

     10.1 Virage Logic Corporation 1997 Equity  Incentive Plan  (Incorporated by
          reference to Exhibit 10.1 to the Registrant's  Registration  Statement
          on Form S-1, File No. 333-36108, declared  effective by the Commission
          on July 31, 2000).

     10.2 Form  of  Option   Agreement   under  1997   Equity   Incentive   Plan
          (Incorporated  by  reference  to  Exhibit  10.2  to  the  Registrant's
          Registration  Statement  on Form  S-1,  File No.  333-36108,  declared
          effective by the Commission on July 31, 2000).

     10.3 2000  Employee  Stock  Purchase  Plan, as amended  prior to the  first
          offering date under that Plan

     23.1 Consent of Ernst & Young LLP, Independent Auditors.

     23.2 Consent  of  Mohler,   Nixon  &  Williams   Accountancy   Corporation,
          independent auditors

     23.3 Consent  of Heller  Ehrman  White &  McAuliffe  LLP  (Included  in its
          opinion filed as Exhibit 5.1).

     24.1 Power of Attorney (Included on the signature page of this Registration
          Statement).

                                       7
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{"company-data": {"conformed-name": "VIRAGE LOGIC CORP", "cik": "0001050776", "assigned-sic": "", "irs-number": "770416232", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46422", "film-number": "727283"}, "business-address": {"street1": "46501 LANDING PARKWAY", "city": "FREEMONT", "state": "CA", "zip": "94538", "phone": "5103608000"}, "mail-address": {"street1": "46501 LANDING PARKWAY", "city": "FREEMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and
Exchange Commission on September 22, 2000                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            VIRAGE LOGIC CORPORATION
                              --------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   77-0416232
                                   ----------
                      (I.R.S. Employer Identification No.)

46501 Landing Parkway, Fremont, California                               94538
------------------------------------------                               -----
(Address of Principal Executive Offices)                              (Zip Code)

                           1997 EQUITY INCENTIVE PLAN
                       2000 EMPLOYEE STOCK PURCHASE PLAN
                       ----------------------------------
                            (Full Title of the Plan)

                              Adam A. Kablanian
                     President and Chief Executive Officer
                            Virage Logic Corporation
                             46501 Landing Parkway
                           Fremont, California 94538
                           -------------------------
                    (Name and Address of Agent for Service)

                                 (510) 360-8000
                                 --------------
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Proposed
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered            Per Share (1)          Offering Price (1)           Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
common stock,              3,189,640             (See Notes to
    par value $.001               shares              Calculation of          $ 25,229,094              $ 6,660
                                                     Registration Fee)
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457(h)  promulgated  under the Securities Act
1933,  as amended  (the  "Securities  Act").  The price per share and  aggregate
offering  price are based  upon (a) the  aggregate  exercise  price   for shares
subject  to  outstanding  options  granted  by  Virage  Logic  Corporation  (the
"Company")  under the 1997 Equity  Incentive Plan or (b) the average of the high
and low prices of the  Company's  Common  Stock as reported on the Nasdaq  Stock
Market for September 20, 2000 for shares reserved for future  issuance  pursuant
to (i) the 1997 Equity  Incentive Plan and (ii) the 2000 Employee Stock Purchase
Plan (pursuant to Rule 457(c) under the Securities Act). The chart below details
the calculations of the registration fee.

                                        1
NOTES TO CALCULATION OF REGISTRATION FEE
Type of shares                                 Number of shares    Offering Share Price/Registration Fee
---------------------------------------------- -----------------   -------------------------------------
Shares issuable pursuant to outstanding        1,892,750           $ 5,983,246
options under the 1997 Equity Incentive Plan

Shares reserved for the future issuance        1,096,890           $ 16,277,848
pursuant to the 1997 Equity Incentive Plan

Shares reserved for issuance pursuant to the   200,000             $ 2,968,000
2000 Employee Stock Purchase Plan

Proposed Maximum Offering Price                                    $ 25,229,094

Registration Fee                                                   $ 6,660
2
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                   STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed by Virage Logic  Corporation (the "Company")
with the Securities and Exchange  Commission are  incorporated by reference into
this Registration Statement:

     (a)  the final  prospectus  filed under Rule 424(b) of the  Securities  Act
          filed on August 3, 2000; and

     (b)  the  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement Form 8-A, filed July 20, 2000 under
          the Securities  Exchange Act of 1934, as amended (the "Exchange  Act")
          including any amendments or reports filed for the purposes of updating
          such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,  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  herein 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.

     The  validity of the  issuance  of the Common  Stock will be passed upon by
Heller  Ehrman  White &  McAuliffe  LLP  ("Heller  Ehrman").  Heller  Ehrman  or
individual attorneys at the firm who provide services to the Company purchased a
total of 8,000 shares of Common Stock in the Company's initial public offering.

Item 6. Indemnification of Directors and Officers.

     Section 145 of Delaware General Corporation Law permits  indemnification of
officers,  directors and other corporate agents under certain  circumstances and
subject  to  certain   limitations.   The  Company's  restated   Certificate  of
Incorporation  and bylaws  provide that the Company will indemnify its directors
and  executive  officers  to the  full  extent  permitted  by  Delaware  General
Corporation  Law,  including  in  circumstances  in  which   indemnification  is
otherwise discretionary under Delaware law. In addition, the Company has entered
into separate  indemnification  agreements  with its directors  that require the
Company, among other things, to indemnify them against certain liabilities which
may arise by any  reason of their  status or  service  (other  than  liabilities
arising from  willful  misconduct  of a culpable  nature).  The  indemnification
provisions in the Company's restated Certificate of Incorporation and bylaws and
the  indemnification  agreements  entered  into  between  the  Company  and  its
directors may be sufficiently  broad to permit  indemnification of the Company's
officers and  directors for  liabilities  (including  reimbursement  of expenses
incurred) arising under the Securities Act. The Company also maintains  director
and officer  liability  insurance,  to insure its directors and officers against
the  cost  of  defense,  settlement  or  payment  of a  judgment  under  certain
circumstances.

Item 7. Exemption from Registration Claimed.

Not Applicable

                                       3
Item 8. Exhibits.

Exhibit
Number    Exhibit
-------   -------
     4.1  Amended and Restated  Certificate of  Incorporation  (Incorporated  by
          reference to Exhibit 3.3 to the Registrant's Registration Statement on
          Form S-1, File No. 333-36108,  declared effective by the Commission on
          July 31, 2000).

     4.2  Amended and Restated Bylaws  (Incorporated by reference to Exhibit 3.4
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     4.3  Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     5.1  Opinion of Heller  Ehrman  White & McAuliffe  LLP.

     10.1 Virage Logic Corporation 1997 Equity  Incentive Plan  (Incorporated by
          reference to Exhibit 10.1 to the Registrant's  Registration  Statement
          on Form S-1, File No. 333-36108, declared  effective by the Commission
          on July 31, 2000).

     10.2 Form  of  Option   Agreement   under  1997   Equity   Incentive   Plan
          (Incorporated  by  reference  to  Exhibit  10.2  to  the  Registrant's
          Registration  Statement  on Form  S-1,  File No.  333-36108,  declared
          effective by the Commission on July 31, 2000).

     10.3 2000  Employee  Stock  Purchase  Plan, as amended  prior to the  first
          offering date under that Plan

     23.1 Consent of Ernst & Young LLP, Independent Auditors.

     23.2 Consent  of  Mohler,   Nixon  &  Williams   Accountancy   Corporation,
          independent auditors

     23.3 Consent  of Heller  Ehrman  White &  McAuliffe  LLP  (Included  in its
          opinion filed as Exhibit 5.1).

     24.1 Power of Attorney (Included on the signature page of this Registration
          Statement).

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

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

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

                                       4
(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;

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this 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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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 of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       5
Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Fremont, State of California,  on this 21st day
of September, 2000.

                                       VIRAGE LOGIC CORPORATION

                                       By: /s/ Adam A. Kablanian
                                          Adam A. Kablanian, President and Chief
                                          Executive Officer

                               Power of Attorney

     Each person whose signature  appears below constitutes and appoints Adam A.
Kablanian  and  James  R.  Pekarsky,  or  either  of them,  his true and  lawful
attorney-in-fact,  with the power of substitution and resubstitution, for him in
his  name,  place  or  stead,  in any and  all  capacities,  to sign  any or all
amendments to this Registration  Statement,  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and their agents or substitutes,  may lawfully do or lawfully
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/ Adam A. Kablanian                           President, Chief Executive Officer and          September 21, 2000
Adam A. Kablanian                               Director (Principal Executive Officer)

/s/ James R. Pekarsky                           Vice President and Chief Financial Officer      September 21, 2000
James R. Pekarsky                               (Principal Financial and Accounting Officer)

-------------------------------                 Director                                        September ___, 2000
Richard Elkus

-------------------------------                 Director                                        September ___, 2000
Michael Hackworth

/s/ Alexander Shubat                            Director                                        September 21, 2000
Alexander Shubat

-------------------------------                 Director                                        September ___, 2000
Michael Stark

/s/ Dr. Sang Wang                               Director                                        September 21, 2000
Dr. Sang Wang

/s/ Dr. Yervant Zorian                          Vice President and Chief Scientist and          September 21, 2000
Dr. Yervant Zorian                              Director
6
EXHIBIT INDEX
                                ----------------

Exhibit Number Exhibit

Exhibit
Number    Exhibit
-------   -------
     4.1  Amended and Restated  Certificate of  Incorporation  (Incorporated  by
          reference to Exhibit 3.3 to the Registrant's Registration Statement on
          Form S-1, File No. 333-36108,  declared effective by the Commission on
          July 31, 2000).

     4.2  Amended and Restated Bylaws  (Incorporated by reference to Exhibit 3.4
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     4.3  Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          to the  Registrant's  Registration  Statement  on Form  S-1,  File No.
          333-36108, declared effective by the Commission on July 31, 2000).

     5.1  Opinion of Heller  Ehrman  White & McAuliffe  LLP.

     10.1 Virage Logic Corporation 1997 Equity  Incentive Plan  (Incorporated by
          reference to Exhibit 10.1 to the Registrant's  Registration  Statement
          on Form S-1, File No. 333-36108, declared  effective by the Commission
          on July 31, 2000).

     10.2 Form  of  Option   Agreement   under  1997   Equity   Incentive   Plan
          (Incorporated  by  reference  to  Exhibit  10.2  to  the  Registrant's
          Registration  Statement  on Form  S-1,  File No.  333-36108,  declared
          effective by the Commission on July 31, 2000).

     10.3 2000  Employee  Stock  Purchase  Plan, as amended  prior to the  first
          offering date under that Plan

     23.1 Consent of Ernst & Young LLP, Independent Auditors.

     23.2 Consent  of  Mohler,   Nixon  &  Williams   Accountancy   Corporation,
          independent auditors

     23.3 Consent  of Heller  Ehrman  White &  McAuliffe  LLP  (Included  in its
          opinion filed as Exhibit 5.1).

     24.1 Power of Attorney (Included on the signature page of this Registration
          Statement).

                                       7