8-K

                  SECURITIES AND EXCHANGE COMMISSION
     
                        Washington, D.C. 20549
     
                               FORM 8-K
     
                            CURRENT REPORT
     
     
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
   Date of Report (Date of earliest event reported):   March 23, 1994         
     
                                                                  
                                                          
     
     
                        LSI LOGIC CORPORATION
        (Exact name of registrant as specified in its charter)
     
                                                                  
                                                          
     
  Delaware                            0-11674                 94-2712976 
 
 (State or other jurisdiction       (Commission             (IRS Employer
        of incorporation)         File Number)            Identification No.)
     
     1551 McCarthy Blvd., Milpitas, California                     95035
        (Address of principal executive offices)                  (Zip Code)
     
   Registrant's telephone number, including area code:        (408) 433-8000  
     
                            Not Applicable
      (Former name or former address, if changed since last report)
     
                                                                  
                                                          
     Item 5.   Other Events
     
   On March 23, 1994, LSI Logic Corporation (the "Registrant") gave public
notice of the closing of an offering of $143,750,000 in convertible
subordinated notes not registered or required to be registered under the
Securities Act of 1933, as amended. Attached as Exhibit 99.2 to this Current
Report on Form 8-K is the text of the notice of the closing of the offering
given by the Registrant on March 23, 1994.
     
Item 7.   Financial Statements and Exhibits
     
          (c)  Exhibits
     
               99.2     Text of Press Release dated March 23, 1994
      
     
     
                              SIGNATURES
     
      Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly  authorized.
     
     Date:   March 23, 1994                  LSI LOGIC CORPORATION
     
                                             /s/ Albert A. Pimentel   
           
                                            Albert A. Pimentel
                                            Senior Vice President, Finance
                                            and Chief Financial Officer



                          INDEX TO EXHIBITS
     
     Exhibit
     
     99.2      Text of Press Release dated March 23, 1994.

EX-99

FOR IMMEDIATE RELEASE                        Exhibit 99.2

For More Information Contact:
Bruce Entin         408.433.4067
Diana Matley        408.433.4365

CC94-08

                   LSI LOGIC CORPORATION ANNOUNCES
               PRIVATE PLACEMENT OF 5 1/2% CONVERTIBLE
                          SUBORDINATED NOTES

MILPITAS, California, March 23, 1994--LSI Logic Corporation
(NYSE: LSI) announced today that it has completed a private
placement of $143,750,000 principal amount of 5 1/2% Convertible 
Subordinated Notes due March 14, 2001 (the "Notes") to institutional
investors.  The Company stated that the proceeds of the offering would be
used principally to fund capital expenditures and for general corporate
purposes.  The Notes are convertible into LSI Logic common stock at
$24.50 per share, subject to certain adjustments, beginning 60 days
following original issuance through maturity unless previously redeemed.
No other terms were disclosed.  Lehman Brothers, Prudential Securities
and Montgomery Securities placed these Notes on behalf of the Company.

The securities offered were not registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be
re-offered or re-sold absent registration under the Securities Act and
applicable state securities laws or available exemptions from registration
requirements.  These securities have been previously sold and this
announcement appears as a matter of record only.

LSI Logic, with revenues of $719 million in 1993, is a manufacturer of
high-performance semiconductors that incorporate application-specific
integrated circuit (ASIC) technology.  The Company serves selected
vertical markets, including networking/telecommunications, digital video
(cable television, direct broadcast satellite, TV set-top terminals, video
games), and computer system logic (file servers, workstations and
personal computers).