As filed with the Securities and Exchange Commission on March 17, 2000
                                                       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
                                 (972) 371-4000

                   (Address, including ZIP code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

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

                        Dallas Semiconductor Corporation
                             1987 Stock Option Plan
                   1993 Officer and Director Stock Option Plan
                            (Full title of the plan)

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

             C.V. Prothro                                      Copy to:
        Chairman of the Board,                            M.D. Sampels, Esq.
  President & Chief Executive Officer                 Jenkens & Gilchrist, P.C.
   Dallas Semiconductor Corporation                 1445 Ross Avenue, Suite 3200
      4401 South Beltwood Parkway                     Dallas, Texas  75202-2799
       Dallas, Texas  75244-3292                          (214) 855-4500
(Name and address of agent for service)
            (972) 371-4000

     (Telephone number, including
   area code, of agent for service)

                             ----------------------
<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 (1) (2)          per share (3)(4)           price (3)(4)            fee (4)
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                     <C>                      <C>
Common Stock, $0.02
par value per share             4,883,220 shares              $ 38.625                $ 188,614,373            $49,795
===========================================================================================================================
<FN>

(1)      The  securities  to be  registered  include an  aggregate  of 4,883,220
         shares reserved for issuance under the Dallas Semiconductor Corporation
         1987 Stock Option Plan and 1993 Officer and Director  Stock Option Plan
         (the "Plans").
(2)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         additional  shares as may  hereinafter  be offered or issued to prevent
         dilution    resulting    from   stock    splits,    stock    dividends,
         recapitalizations or certain other capital adjustments.
(3)      Estimated solely for purpose of calculating the registration fee.
(4)      Calculated  pursuant to Rule 457(c) and 457(h) under the Securities Act
         of 1933, as amended (the "Securities Act"). Accordingly,  the price per
         share of common stock offered hereunder  pursuant to the Plans is based
         on (i)  4,883,220  shares  reserved for  issuance  under the Plans at a
         price per share of $ 38.625,  which is the  average of the high and low
         prices of the common stock  reported on the New York Stock  Exchange on
         March 16, 2000, which is a date  within five business days prior to the
         date of filing this Registration Statement.
</FN>
</TABLE>



<PAGE>





                                     PART I

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

*Information required by Part I of Form S-8 (Items 1 & 2) to be contained in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Dallas Semiconductor Corporation (the "Company") hereby incorporates by
reference in this  Registration  Statement  the following  documents  previously
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended January 2, 2000.

         (2) The  description  of the  Company's  common stock  contained in the
Company's  Registration  Statement  on  Form  8-A  filed  with  the  Commission,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
empowers a  corporation  to indemnify  any of its  officers,  directors or other
corporate  agents  against  certain  expenses   (including   attorneys'   fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person to be indemnified  in connection  with certain  actions,  suits or
proceedings  (threatened,  pending or completed) if the person to be indemnified
acted in good faith and in a manner he or she  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 or her
conduct was unlawful.

         The Certificate of Incorporation and Bylaws of the Company each contain
provisions  regarding  the  indemnification  of  directors  and  officers of the
Company. Subject to certain limitations expressed therein,


                                      II-1


<PAGE>



Article  IX of the  Company's  Certificate  of  Incorporation  provides  for the
indemnification  of the Company's  officers and directors to the fullest  extent
permitted by the DGCL. In addition, the Company's bylaws provide expanded rights
of  indemnification   including  expressly  authorizing  against  penalties  and
punitive damages, as well as against judgments and amounts paid in settlement of
derivative suits, and under certain circumstances,  indemnification for expenses
incurred by a director in defending a third party or corporate  proceeding which
are required to be paid by the corporation on behalf of such director.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  Registration Statement.

         Exhibit        Description of Exhibit

         4.1*           Amended  Dallas  Semiconductor  Corporation  1987  Stock
                        Option Plan

         4.2            Dallas Semiconductor Corporation 1993 Officer and
                        Director Stock Option Plan, as amended

         5.1            Opinion of Jenkens & Gilchrist, a Professional Corpora-
                        tion

         23.1           Consent of Jenkens & Gilchrist, a Professional Corpora-
                        tion (included in opinion filed as Exhibit 5.1 hereto)

         23.2           Consent of Ernst & Young LLP

         24.1           Power of Attorney (included with signature page of this
                        Registration Statement)

         *Previously filed with 1999 Form 10-K, File No. 001-10464.

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;

                        (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


                                      II-2


<PAGE>



reports filed by the  Registrant  pursuant to Section 13 or Section 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 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.


                                      II-3


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 March 17, 2000.

                                   DALLAS SEMICONDUCTOR CORPORATION

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




                                      II-4


<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 Commission, 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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates included:

<TABLE>
<CAPTION>

Signature                               Capacity                                      Date
---------                               --------                                      ----
<S>                                     <C>                                           <C>

/s/ C. V. Prothro                       Chairman of the Board of Directors            March 17, 2000
-----------------                       President and Chief Executive Officer
C. V. Prothro

/s/ Alan P. Hale                        Vice President -  Finance                     March  17, 2000
----------------
Alan P. Hale

/s/ Chao C. Mai                         Senior Vice President and Director            March  17, 2000
---------------
Chao C. Mai

/s/ Michael L. Bolan                    Vice President - Marketing and                March  17, 2000
--------------------                    Product Development and Director
Michael L. Bolan

/s/ Jack R. von  Gillern                Vice President - Sales                        March  17, 2000
------------------------
Jack R. von Gillern

/s/ M. D. Sampels                       Director                                      March  17, 2000
-----------------
M. D. Sampels

/s/ Richard L. King                     Director                                      March  17, 2000
-------------------
Richard L. King

/s/ Carmelo J. Santoro                  Director                                      March  17, 2000
----------------------
Carmelo J. Santoro


</TABLE>





                                      II-5


<PAGE>



                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1*              Amended Dallas  Semiconductor Corporation  1987 Stock
                           Option Plan

         4.2               Dallas Semiconductor Corporation 1993 Officer and
                           Director Stock Option Plan, as amended

         5.1               Opinion of Jenkens & Gilchrist, a Professional
                           Corporation

         23.1              Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in opinion filed as Exhibit 5.1
                           hereto)

         23.2              Consent of Ernst & Young LLP

         24.1              Power of Attorney (included with signature page of
                           this Registration Statement)

         *Previously filed with 1999 Form 10-K, File No. 001-10464.



                                      II-6
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As filed with the Securities and Exchange Commission on March 17, 2000
                                                       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
                                 (972) 371-4000

                   (Address, including ZIP code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

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

                        Dallas Semiconductor Corporation
                             1987 Stock Option Plan
                   1993 Officer and Director Stock Option Plan
                            (Full title of the plan)

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

             C.V. Prothro                                      Copy to:
        Chairman of the Board,                            M.D. Sampels, Esq.
  President & Chief Executive Officer                 Jenkens & Gilchrist, P.C.
   Dallas Semiconductor Corporation                 1445 Ross Avenue, Suite 3200
      4401 South Beltwood Parkway                     Dallas, Texas  75202-2799
       Dallas, Texas  75244-3292                          (214) 855-4500
(Name and address of agent for service)
            (972) 371-4000

     (Telephone number, including
   area code, of agent for service)

                             ----------------------
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 (1) (2)          per share (3)(4)           price (3)(4)            fee (4)
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.02
par value per share             4,883,220 shares              $ 38.625                $ 188,614,373            $49,795
===========================================================================================================================
(1)      The  securities  to be  registered  include an  aggregate  of 4,883,220
         shares reserved for issuance under the Dallas Semiconductor Corporation
         1987 Stock Option Plan and 1993 Officer and Director  Stock Option Plan
         (the "Plans").
(2)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         additional  shares as may  hereinafter  be offered or issued to prevent
         dilution    resulting    from   stock    splits,    stock    dividends,
         recapitalizations or certain other capital adjustments.
(3)      Estimated solely for purpose of calculating the registration fee.
(4)      Calculated  pursuant to Rule 457(c) and 457(h) under the Securities Act
         of 1933, as amended (the "Securities Act"). Accordingly,  the price per
         share of common stock offered hereunder  pursuant to the Plans is based
         on (i)  4,883,220  shares  reserved for  issuance  under the Plans at a
         price per share of $ 38.625,  which is the  average of the high and low
         prices of the common stock  reported on the New York Stock  Exchange on
         March 16, 2000, which is a date  within five business days prior to the
         date of filing this Registration Statement.
PART I

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

*Information required by Part I of Form S-8 (Items 1 & 2) to be contained in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Dallas Semiconductor Corporation (the "Company") hereby incorporates by
reference in this  Registration  Statement  the following  documents  previously
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended January 2, 2000.

         (2) The  description  of the  Company's  common stock  contained in the
Company's  Registration  Statement  on  Form  8-A  filed  with  the  Commission,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
empowers a  corporation  to indemnify  any of its  officers,  directors or other
corporate  agents  against  certain  expenses   (including   attorneys'   fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person to be indemnified  in connection  with certain  actions,  suits or
proceedings  (threatened,  pending or completed) if the person to be indemnified
acted in good faith and in a manner he or she  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 or her
conduct was unlawful.

         The Certificate of Incorporation and Bylaws of the Company each contain
provisions  regarding  the  indemnification  of  directors  and  officers of the
Company. Subject to certain limitations expressed therein,

                                      II-1
Article  IX of the  Company's  Certificate  of  Incorporation  provides  for the
indemnification  of the Company's  officers and directors to the fullest  extent
permitted by the DGCL. In addition, the Company's bylaws provide expanded rights
of  indemnification   including  expressly  authorizing  against  penalties  and
punitive damages, as well as against judgments and amounts paid in settlement of
derivative suits, and under certain circumstances,  indemnification for expenses
incurred by a director in defending a third party or corporate  proceeding which
are required to be paid by the corporation on behalf of such director.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  Registration Statement.

         Exhibit        Description of Exhibit

         4.1*           Amended  Dallas  Semiconductor  Corporation  1987  Stock
                        Option Plan

         4.2            Dallas Semiconductor Corporation 1993 Officer and
                        Director Stock Option Plan, as amended

         5.1            Opinion of Jenkens & Gilchrist, a Professional Corpora-
                        tion

         23.1           Consent of Jenkens & Gilchrist, a Professional Corpora-
                        tion (included in opinion filed as Exhibit 5.1 hereto)

         23.2           Consent of Ernst & Young LLP

         24.1           Power of Attorney (included with signature page of this
                        Registration Statement)

         *Previously filed with 1999 Form 10-K, File No. 001-10464.

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;

                        (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

                                      II-2
reports filed by the  Registrant  pursuant to Section 13 or Section 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 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.

                                      II-3
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 March 17, 2000.

                                   DALLAS SEMICONDUCTOR CORPORATION

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

                                      II-4
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 Commission, 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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates included:
Signature                               Capacity                                      Date
---------                               --------                                      ----
/s/ C. V. Prothro                       Chairman of the Board of Directors            March 17, 2000
-----------------                       President and Chief Executive Officer
C. V. Prothro

/s/ Alan P. Hale                        Vice President -  Finance                     March  17, 2000
----------------
Alan P. Hale

/s/ Chao C. Mai                         Senior Vice President and Director            March  17, 2000
---------------
Chao C. Mai

/s/ Michael L. Bolan                    Vice President - Marketing and                March  17, 2000
--------------------                    Product Development and Director
Michael L. Bolan

/s/ Jack R. von  Gillern                Vice President - Sales                        March  17, 2000
------------------------
Jack R. von Gillern

/s/ M. D. Sampels                       Director                                      March  17, 2000
-----------------
M. D. Sampels

/s/ Richard L. King                     Director                                      March  17, 2000
-------------------
Richard L. King

/s/ Carmelo J. Santoro                  Director                                      March  17, 2000
----------------------
Carmelo J. Santoro
II-5
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1*              Amended Dallas  Semiconductor Corporation  1987 Stock
                           Option Plan

         4.2               Dallas Semiconductor Corporation 1993 Officer and
                           Director Stock Option Plan, as amended

         5.1               Opinion of Jenkens & Gilchrist, a Professional
                           Corporation

         23.1              Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in opinion filed as Exhibit 5.1
                           hereto)

         23.2              Consent of Ernst & Young LLP

         24.1              Power of Attorney (included with signature page of
                           this Registration Statement)

         *Previously filed with 1999 Form 10-K, File No. 001-10464.

                                      II-6